Common use of Insufficient Funds Clause in Contracts

Insufficient Funds. If the 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 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 Preference Shares which are set forth in these Articles, or are otherwise available under law, the 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 (including, without limitation, rights to accrue dividends) which such shares had prior to such date, until the redemption payment has been paid in full with respect to such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A COMPANY LIMITED BY SHARES

Insufficient Funds. If the Company’s assets or funds of the Corporation legally available for redemption of shares of Preferred Stock on a Redemption Date are insufficient to redeem all shares of Preferred Stock to be redeemed on such Redemption Date, the Corporation shall use those funds which are legally available on to redeem the date that any redemption payment under this Section 5 maximum possible number of Schedule A is due are insufficient to pay in full all redemption payments such shares ratably among the holders of such shares to be paid at redeemed based upon the Redemption Closing, or if the Company is otherwise prohibited by applicable law from making relative aggregate amounts to which such holders are entitled in connection with such redemption, those assets or funds which are legally available shall all such redeemed shares to be used to cancelled in accordance with 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 thereonforegoing. Thereafter, all assets or At any time thereafter when additional funds of the Company that become Corporation are legally available for the redemption of shares shall of Preferred Stock, such funds will 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 Preference Shares which are set forth in these Articles, or are otherwise available under law, redeem the balance of any the shares subject to redemption hereunder with respect to which the Company Corporation has become obligated to pay redeem on the redemption payment Redemption Date but which it has not paid in full redeemed at the Series F Redemption Price or the applicable Junior Preferred Redemption Price, as applicable, together with any accrued interest thereon as provided below. If any shares of 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 redeemed, all such shares which have not been redeemed shall continue remain outstanding and entitled to have all the powers, designations, rights and preferences and relative participating, optionalprovided herein, and other special rights the Corporation, after the final and binding determination in subsection (includinge) below, without limitationshall pay interest on the Series F Redemption Price or the applicable Junior Preferred Redemption Price, rights as applicable, for the unredeemed portion at an aggregate per annum rate equal to accrue dividendstwelve percent (12%), which rate shall increase every twelve (12) which such shares had prior months thereafter by an additional one percent (1%) per annum to such datea maximum of twenty percent (20%) per annum or the maximum rate of interest permitted under applicable law, until the redemption payment has been paid in full with respect to such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A COMPANY LIMITED BY SHARESwhichever is less.

Insufficient Funds. If the Company’s assets or funds which are legally available on the date that Corporation is prohibited by law from redeeming shares of Series A Preferred Stock in connection with any redemption payment under this Section 5 A.6 of Schedule A is due are insufficient to pay in full all redemption payments to be paid at this Article Fourth on the applicable Redemption ClosingDate, the Corporation shall (A) take any action necessary or if the Company is otherwise prohibited by applicable law from making such redemptionappropriate, those assets or funds which are legally available shall be used to the extent permitted by 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 law, reducing the stated capital of the Corporation or revaluing the assets of the Corporation to pay all their fair market values under Section 154 of the Delaware General Corporation Law if such revaluation would create surplus sufficient to make such redemption payments due on 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 date ratably 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 full amounts to which the holders to which respective number of such redemption payments are due shares that otherwise would otherwise be respectively entitled thereonhave been redeemed if all such shares had been redeemed in full. Thereafter, all assets or At any time thereafter when additional funds of the Company that become Corporation are legally available for the redemption of to redeem such 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 Preference Shares which are set forth in these ArticlesPreferred Stock, or are otherwise available under law, the Corporation shall immediately use such funds to redeem the balance of any the shares subject to redemption hereunder with respect to which that the Company has become Corporation became obligated to pay redeem on the redemption payment 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 in full shall continue pursuant to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights to accrue dividendsSection A.6(f) which such shares had prior to such date, until the redemption payment has been paid in full with respect to such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A COMPANY LIMITED BY SHARESof this Article Fourth.

Insufficient Funds. If the Company’s funds of the Corporation legally available to redeem shares of Preferred Stock on the Redemption Date are insufficient to redeem the total number of such shares required to be redeemed on such date, the Corporation shall (i) 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 Preferred Stock required to be so redeemed, including, without limitation, (A) to the extent permissible under applicable law, reducing the stated capital of the Corporation or causing a revaluation of the assets or of the Corporation under Section 154 of the Delaware General Corporation Law to create sufficient surplus to make such redemption and (B) incurring any indebtedness necessary to make such redemption, and (ii) in any event, use any funds which that are legally available on to redeem the date that any redemption payment under this Section 5 maximum possible number of Schedule A is due are insufficient to pay in full all redemption payments such shares from the holders of such shares to be paid at the Redemption Closing, or if the Company is otherwise prohibited by applicable law from 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 redeemed in proportion to the full amounts to which the holders to which respective number of such redemption payments are due shares that otherwise would otherwise be respectively entitled thereonhave been redeemed if all such shares had been redeemed in full. Thereafter, all assets or At any time thereafter when additional funds of the Company that become Corporation are legally available for to redeem such shares of Preferred Stock, the redemption of shares Corporation shall immediately be used use such funds to pay redeem the redemption payment which balance of the Company did not pay shares that the Corporation became obligated to redeem on the date that Redemption Date (but which it has not yet redeemed) at such redemption payments were due. Without limiting any rights of applicable Redemption Price to the holders of Series A Preference Shares which are Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock in accordance with the preferences and priorities set forth in these ArticlesSections A.4(a), or are otherwise available under lawA.4(b), the balance A.4(c), A.4(d) and A.4(e) above (with all shares of any shares subject Series E Preferred Stock 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 (including, without limitation, rights to accrue dividends) which such shares had be redeemed prior to such date, until the redemption payment has been paid in full with respect to such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A COMPANY LIMITED BY SHARESany other shares of Preferred Stock).

Insufficient Funds. If If, on the date of the relevant Redemption Closing (the “Redemption Date”), the number of Preferred Shares that may then be redeemed by the Company is less than the number of all Preferred Shares to be redeemed, the 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 making such redemption, those assets or funds which are legally available shall be used (i) first utilized to the extent permitted by applicable law to pay all settle any redemption payments due on such date ratably in proportion to the holders of Series E Preferred Shares, and no redemption payments shall become due to holders of Series A Preferred Shares, Series B-1 Preferred Shares, Series B-2 Preferred Shares, Series B-3 Preferred Shares, Series C-1 Preferred Shares and Series D Preferred Shares unless and until the redemption payments have been paid in full amounts as to which all the Series E Preferred Shares requested to be redeemed, (ii) second utilized to settle any redemption payments due to the holders to which such of Series D Preferred Shares, and no redemption payments are shall become 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 Preference Preferred Shares, Series B-1 Preferred Shares, Series B-2 Preferred Shares, Series B-3 Preferred Shares which are set forth in these Articlesand Series C-1 Preferred Shares, or are otherwise (iii) third utilized to redeem any Series C-1 Preferred Shares requested to be redeemed, (iv) fourth utilized to redeem any of Series B-1 Preferred Shares, Series B-2 Preferred Shares and Series B-3 Preferred Shares requested to be redeemed, and (v) then utilized to redeem any Series A Preferred Shares requested to be redeemed, and any remaining Preferred Shares to be redeemed (the “Unredeemed Preferred Shares”) shall be carried forward and redeemed as soon as the Company has legally available under law, funds to do so. The redemption price payable by the balance of any shares subject to redemption hereunder Company with respect to which each such Unredeemed Preferred Shares shall carry an annual simple interest of seven and one-half percent (7.5%) per annum over such period (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 (including, without limitation, rights to accrue dividends) which such shares had prior to such date, until the redemption payment has been paid in full with respect to such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A COMPANY LIMITED BY SHARES“Adjusted Redemption Price”).

Insufficient Funds. If the Company’s assets or funds which are legally available on the date that any redemption payment under this Section 5 of Schedule A Clause 9(e) 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 making such redemption, those assets or funds which are legally available shall be used in the following manner: (1) all of Series D Preferred Shares required to be redeemed shall be redeemed prior to any of the Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares; (2) if not all of the Series D Preferred Shares required to be redeemed are able to be redeemed, then the Series D Preferred Shares to be redeemed shall be allocated ratably to the extent permitted by applicable law to pay all redemption payments due on such date ratably holders of the Series D Preferred Shares in proportion to the full amounts total number of Series D Preferred Shares held by each such holder of Series D Preferred Shares, and then the remaining Series D Preferred Shares to which be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so; (3) once all of the Series D Preferred Shares required to be redeemed have been redeemed, then the Series C Preferred Shares required to be redeemed shall be redeemed; (4) if not all of the Series C Preferred Shares required to be redeemed are able to be redeemed, then the Series C Preferred Shares to be redeemed shall be allocated ratably to the holders of the Series C Preferred Shares in proportion to which the total number of Series C Preferred Shares held by each such redemption payments holder of Series C Preferred Shares, and then the remaining Series C Preferred Shares to be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so; (5) once all of the Series C Preferred Shares required to be redeemed have been redeemed, then the Series B Preferred Shares required to be redeemed shall be redeemed; (6) if not all of the Series B Preferred Shares required to be redeemed are due would otherwise able to be respectively entitled thereonredeemed, then the Series B Preferred Shares to be redeemed shall be allocated ratably to the holders of the Series B Preferred Shares in proportion to the total number of Series B Preferred Shares held by each such holder of Series B Preferred Shares, and then the remaining Series B Preferred Shares to be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so; (7) once all of the Series B Preferred Shares required to be redeemed have been redeemed, then the Series A-3 Preferred Shares required to be redeemed shall be redeemed; (8) if not all of the Series A-3 Preferred Shares required to be redeemed are able to be redeemed, then the Series A-3 Preferred Shares to be redeemed shall be allocated ratably to the holders of the Series A-3 Preferred Shares in proportion to the total number of Series A-3 Preferred Shares held by each such holder of Series A-3 Preferred Shares, and then the remaining Series A-3 Preferred Shares to be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so; (9) once all of the Series A-3 Preferred Shares required to be redeemed have been redeemed, then the Series A-2 Preferred Shares and Series A-1 Preferred Shares required to be redeemed shall be redeemed, (10) if not all of the Series A-2 Preferred Shares and Series A-1 Preferred Shares required to be redeemed are able to be redeemed, then the Series A-2 Preferred Shares and Series A-1 Preferred Shares to be redeemed shall be allocated ratably to the holders of the Series A-2 Preferred Shares and the holders of the Series A-1 Preferred Shares in proportion to the total number of Series A-2 Preferred Shares and Series A-1 Preferred Shares held by each such holder of Series A-2 Preferred Shares and holder of Series A-1 Preferred Shares, and then the remaining Series A-2 Preferred Shares and Series A-1 Preferred Shares to be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so. ThereafterNotwithstanding anything to the contrary herein, all assets or funds no other securities of the Company that become legally available for the redemption of shares shall immediately be used to pay the redemption payment which redeemed unless and until the Company did not pay on shall have redeemed all of the date that Preferred Shares requested to be redeemed and shall have paid all the applicable Redemption Price for such redemption payments were due. Preferred Shares requested to be redeemed payable pursuant to this Clause 9 (e)(ii) Without limiting any rights of the holders of Series A Preference Preferred Shares which are set forth in these this Memorandum and the Articles, or are otherwise available under law, the 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 (including, without limitation, rights to accrue dividends) which such shares had prior to such date, until the redemption payment has been paid in full with respect to such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A COMPANY LIMITED BY SHARES.

Insufficient Funds. If the Company’s assets or funds which are legally available on the date that any redemption payment under this Section 5 of Schedule A 9 is due are insufficient to pay in full all redemption payments to be paid at the Series B Redemption Closing, and/or subsequently, the Series A Redemption Closing, or if the Company is otherwise prohibited by applicable law laws from making such redemption, those assets or funds which are legally available shall be used to the extent permitted by applicable law laws to pay all redemption payments due on the Series B Preferred Shares, and subsequently, the Series A Preferred Shares, on such date ratably in proportion to the full amounts to which the holders of the Series B Preferred Shares, and subsequently, the holders of the Series A Preferred Shares, 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 to the holders of Series B Preferred Shares, and subsequently, the Series A Preferred Shares, on the date that such redemption payments were due. Without limiting any rights of the holders of Series B Preferred Shares and Series A Preference Preferred Shares which are set forth in these Articlesthe Transaction Documents, or are otherwise available under law, the 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 (including, without limitation, rights to accrue dividends) which such shares had prior to such date, until the redemption payment has been paid in full with respect to such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A COMPANY LIMITED BY SHARES.

Insufficient Funds. If the Company’s assets or funds which are legally available on the date that any redemption payment under this Section 5 of Schedule A Clause 9(e) 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 making such redemption, those assets or funds which are legally available shall be used in the following manner: (1) all of Series C Preferred Shares required to be redeemed shall be redeemed prior to any of the Series A Preferred Shares and Series B Preferred Shares, (2) if not all of the Series C Preferred Shares required to be redeemed are able to be redeemed, then the Series C Preferred Shares to be redeemed shall be allocated ratably to the extent permitted by applicable law to pay all redemption payments due on such date ratably holders of the Series C Preferred Shares in proportion to the full amounts total number of Series C Preferred Shares held by each such holder of Series C Preferred Shares, and then the remaining Series C Preferred Shares to which be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so; (3) once all of the Series C Preferred Shares required to be redeemed have been redeemed, then the Series B Preferred Shares required to be redeemed shall be redeemed; (4) if not all of the Series B Preferred Shares required to be redeemed are able to be redeemed, then the Series B Preferred Shares to be redeemed shall be allocated ratably to the holders of the Series B Preferred Shares in proportion to which the total number of Series B Preferred Shares held by each such redemption payments holder of Series B Preferred Shares, and then the remaining Series B Preferred Shares to be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so; (5) once all of the Series B Preferred Shares required to be redeemed have been redeemed, then the Series A-3 Preferred Shares required to be redeemed shall be redeemed; (6) if not all of the Series A-3 Preferred Shares required to be redeemed are due would otherwise able to be respectively entitled thereonredeemed, then the Series A-3 Preferred Shares to be redeemed shall be allocated ratably to the holders of the Series A-3 Preferred Shares in proportion to the total number of Series A-3 Preferred Shares held by each such holder of Series A-3 Preferred Shares, and then the remaining Series A-3 Preferred Shares to be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so; (7) once all of the Series A-3 Preferred Shares required to be redeemed have been redeemed, then the Series A-2 Preferred Shares and Series A-1 Preferred Shares required to be redeemed shall be redeemed, (8) if not all of the Series A-2 Preferred Shares and Series A-1 Preferred Shares required to be redeemed are able to be redeemed, then the Series A-2 Preferred Shares and Series A-1 Preferred Shares to be redeemed shall be allocated ratably to the holders of the Series A-2 Preferred Shares and the holders of the Series A-1 Preferred Shares in proportion to the total number of Series A-2 Preferred Shares and Series A-1 Preferred Shares held by each such holder of Series A-2 Preferred Shares and holder of Series A-1 Preferred Shares, and then the remaining Series A-2 Preferred Shares and Series A-1 Preferred Shares to be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so. ThereafterNotwithstanding anything to the contrary herein, all assets or funds no other securities of the Company that become legally available for the redemption of shares shall immediately be used to pay the redemption payment which redeemed unless and until the Company did not pay on shall have redeemed all of the date that Preferred Shares requested to be redeemed and shall have paid all the applicable Redemption Price for such redemption payments were due. Preferred Shares requested to be redeemed payable pursuant to this Clause 9 (e)(ii) Without limiting any rights of the holders of Series A Preference Preferred Shares which are set forth in these this Memorandum and the Articles, or are otherwise available under law, the 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 (including, without limitation, rights to accrue dividends) which such shares had prior to such date, until the redemption payment has been paid in full with respect to such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A COMPANY LIMITED BY SHARES.

Insufficient Funds. If the Company’s assets or funds which are legally available on the date Redemption Date, the number of Preferred Shares that any redemption payment under this Section 5 of Schedule A is due are insufficient to pay in full all redemption payments to may then be paid at the Redemption Closing, or if legally redeemed by the Company is otherwise prohibited by applicable law from making such redemptionless than the number of all Preferred Shares requested to be redeemed, then (i) those assets or funds which are legally available for redemption shall first be used to redeem the Series A-2 Preferred Shares from the Series A-2 Investors thereof requesting for redemption in proportion to their respective number of Series A-2 Preferred Shares to be redeemed (calculated on an as-converted basis), (ii) thereafter, the remaining assets and fund, if any, shall be used to redeem the extent permitted by applicable law to pay all Series A-1 Preferred Shares from the Series A-1 Investors thereof requesting for redemption payments due on such date ratably in proportion to their respective number of Series A-1 Preferred Shares to be redeemed (calculated on an as-converted basis), (iii) thereafter, the full amounts remaining assets and fund, if any, shall be used to which redeem the holders Series Seed-C Preferred Shares from each holder thereof requesting for redemption in proportion to which such their respective number of Series Seed-C Preferred Shares to be redeemed (calculated on an as-converted basis), (iv) thereafter, the remaining assets and fund, if any, shall be used to redeem the Series Seed-B Preferred Shares from each holder thereof requesting for redemption payments are due would otherwise in proportion to their respective number of Series Seed-B Preferred Shares to be respectively entitled thereonredeemed (calculated on an as-converted basis), (v) thereafter, the remaining assets and fund, if any, shall be used to redeem the Series Seed-A Preferred Shares from each holder thereof requesting for redemption in proportion to their respective number of Series Seed-A Preferred Shares to be redeemed (calculated on an as-converted basis), and (vi) the remaining Preferred Shares to be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so. ThereafterNotwithstanding anything to the contrary contained herein, all assets or funds no other securities of the Company that become legally available for the redemption of shares shall immediately be used to pay the redemption payment which redeemed unless and until the Company did not pay on the date that such redemption payments were due. Without limiting any rights shall have redeemed all of the holders of Series A Preference Preferred Shares which are set forth in these Articles, or are otherwise available under law, the balance of any shares subject requested to redemption hereunder with respect be redeemed pursuant to which the Company has become obligated to pay the redemption payment but which it has not this Section 6 and shall have paid in full shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights Redemption Price for such Preferred Shares requested to accrue dividends) which such shares had prior be redeemed payable pursuant to such date, until the redemption payment has been paid in full with respect to such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A COMPANY LIMITED BY SHARESthis Section 6.

Insufficient Funds. (a) If the 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 “Available Fund”) are insufficient to pay permit the payment of the Series C Redemption Price in full in respect of each issued and outstanding Preferred Share, (i) the Available Fund shall first be used to the extent permitted by applicable Law to pay all Series C Redemption Price due on such date on the Series C Preferred Shares in proportion to the full amounts to which the holders to which such redemption payments to are due would otherwise be paid at respectively entitled thereon, and (ii) after the payment of the Series C Redemption ClosingPrice, or if the Company is otherwise prohibited by applicable law from making such redemption, those assets or funds which are legally available Available Fund shall be used to the extent permitted by applicable law Law to pay all redemption payments Series B Redemption Price due on such date ratably on the Series B Preferred Shares in proportion to the full amounts to which the holders to which such redemption payments are due would otherwise be respectively entitled thereon, and (iii) after the payment of the Series C Redemption and Series B Redemption Price, the Available Fund shall be used to the extent permitted by applicable Law to pay all Series A Redemption Price due on such date on the Series A Preferred Shares in proportion to the full amounts to which the holders to which such redemption payments are due would otherwise be respectively entitled thereon. ThereafterIn the case above, before the full Series C Redemption Price, Series B Redemption Price and Series A Redemption Price has been paid in respect of all assets or redeeming issued Preferred Shares, the redemption shall not be deemed to have been consummated in respect of any issued Preferred Share requested to be redeemed by the holders of Preferred Shares but which the Company has not paid, and the holders of Preferred Shares requested to be redeemed by the holders of Preferred Shares but which the Company has not paid shall remain entitled to all of its rights, including without limitation its voting rights, in respect of such issued Preferred Shares, and each of such issued Preferred Shares shall remain “outstanding” for the purposes hereunder, until such time as the Series C Redemption Price, Series B Redemption Price and the Series A Redemption Price in respect of each such issued and redeeming Preferred Share has been paid in full whereupon all such rights shall automatically cease. At any time thereafter when additional funds of the Company that become are legally available for the redemption of shares issued Preferred Shares, such funds 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 Preference Shares which are set forth in these Articles, or are otherwise available under law, redeem the balance of any shares subject the redeeming issued Preferred Shares requested 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 (including, without limitation, rights to accrue dividends) which such shares had prior to such date, until the redemption payment has been paid in full with respect to such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A COMPANY LIMITED BY SHARESbe redeemed.

Insufficient Funds. If the Company’s assets or funds which are legally available on the date that any redemption payment under this Section 5 of Schedule A 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 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 Preference Shares Preferred Shares, as applicable, which are set forth in these the Shareholders Agreement or the Articles, or are otherwise available under law, the 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 (including, without limitation, rights to accrue dividends) which such shares had prior to such date, until the redemption payment has been paid in full with respect to such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A COMPANY LIMITED BY SHARES.

Insufficient Funds. If Any redemption of the Company’s assets or funds which are Preferred Shares pursuant to this SECTION 6 shall be payable out of any cash legally available therefor, provided, however, that, other than in respect of a redemption pursuant to SECTION 6(b) (which the 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 that of payment, as reasonably determined 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 Holders shall so specify, and indicate the nature of the other assets expected to be distributed and the fair market value of the same as reasonably determined by the Board as aforesaid. At the time of any redemption payment under pursuant to this Section 5 of Schedule A is due are insufficient to pay in full all redemption payments to be paid at the Redemption ClosingSECTION 6, or if the Company is otherwise prohibited by applicable shall take all actions required or permitted under Delaware law from making such redemptionto permit the redemption of the Preferred Shares, those including, without limitation, through the revaluation of its assets or in accordance with Delaware law, to make cash funds which are legally available shall be used (and to the extent permitted by applicable law cash funds are insufficient, other assets) legally available for such redemption. In connection with any redemption pursuant to pay all redemption payments due on SECTION 6(c), to the extent that Holders elect to have their Preferred Shares redeemed and the Company has insufficient funds to redeem such date 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), Senior Securities or any Parity Securities resulting from the same facts and circumstances as the Change of Control hereunder), the Company shall use any available funds to redeem a portion of such Preferred Shares and Parity Securities (if any are being redeemed) ratably in proportion to the full respective amounts to which they are entitled; provided, however, that the holders failure for any reason to which such redemption payments are due would otherwise redeem all Preferred Shares required to be respectively entitled thereon. Thereafter, all assets or funds of the Company that become legally available for the redemption of shares redeemed under SECTION 6(c) when required 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 Preference Shares which are set forth in these Articles, or are otherwise available under law, the 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 (including, without limitation, rights to accrue dividends) which such shares had prior to such date, until the redemption payment has been paid in full with respect to such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A COMPANY LIMITED BY SHARESconstitute a Specified Breach Event.

Insufficient Funds. If the Company’s assets or funds of the Corporation legally available for redemption of shares of Preferred Stock on a Redemption Date are insufficient to redeem all shares of Preferred Stock to be redeemed on such Redemption Date, the Corporation shall use those funds which are legally available on to redeem the date that any redemption payment under this Section 5 maximum possible number of Schedule A is due are insufficient to pay in full all redemption payments such shares ratably among the holders of such shares to be paid at redeemed based upon the Redemption Closing, or if the Company is otherwise prohibited by applicable law from making relative aggregate amounts to which such holders are entitled in connection with such redemption, those assets or funds which are legally available shall all such redeemed shares to be used to cancelled in accordance with 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 thereonforegoing. Thereafter, all assets or At any time thereafter when additional funds of the Company that become Corporation are legally available for the redemption of shares shall of Preferred Stock, such funds will 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 Preference Shares which are set forth in these Articles, or are otherwise available under law, redeem the balance of any the shares subject to redemption hereunder with respect to which the Company Corporation has become obligated to pay redeem on the redemption payment Redemption Date but which it has not paid in full redeemed at the applicable Redemption Price together with any accrued interest thereon as provided below. If any shares of 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 redeemed, all such shares which have not been redeemed shall continue remain outstanding and entitled to have all the powers, designations, rights and preferences and relative participating, optionalprovided herein, and other special rights the Corporation, after the final and binding determination in subsection (includinge) below, without limitationshall pay interest on the applicable Redemption Price for the unredeemed portion at an aggregate per annum rate equal to twelve percent (12%), rights which rate shall increase every twelve (12) months thereafter by an additional one percent (1%) per annum to accrue dividendsa maximum of twenty percent (20%) which such shares had prior to such dateper annum or the maximum rate of interest permitted under applicable law, until the redemption payment has been paid in full with respect to such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A COMPANY LIMITED BY SHARESwhichever is less.

Insufficient Funds. If on the Company’s assets or Redemption Date, the funds of the Company legally available for redemption of the Preferred Shares are insufficient to redeem the total number of such Preferred Shares to be redeemed on such dates, those funds which are legally available on the date that any for redemption payment under this Section 5 of Schedule A is due are insufficient Preferred Shares (i) will be paid first to pay in full redeem all redemption payments Series C+ Preferred Shares requested to be paid at the Redemption Closing, or if the Company is otherwise prohibited by applicable law from 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 redeemed ratably in proportion to on the full amounts to which they would otherwise be respectively entitled thereon, (ii) any remaining amount after payment of Redemption Price in full on all Series C+ Preferred Shares to be redeemed will be allocated among the holders of the Series C Preferred Shares requested to be redeemed ratably in proportion on the full amounts to which such redemption payments are due they would otherwise be respectively entitled thereon, (iii) any remaining amount after payment of Redemption Price in full on all Series C+ Preferred Shares and Series C Preferred Shares to be redeemed will be allocated among the holders of the Series B+ Preferred Shares requested to be redeemed ratably in proportion on the full amounts to which they would otherwise be respectively entitled thereon, (iv) any remaining amount after payment of Redemption Price in full on all Series C+ Preferred Shares, Series C Preferred Shares and Series B+ Preferred Shares to be redeemed will be allocated among the holders of the Series B Preferred Shares requested to be redeemed ratably in proportion on the full amounts to which they would otherwise be respectively entitled thereon, and (v) any remaining amount after payment of Redemption Price in full on all Series C+ Preferred Shares, Series C Preferred Shares, Series B+ Preferred Shares and Series B Preferred Shares to be redeemed will be allocated among the holders of the Series A Preferred Shares requested to be redeemed ratably in proportion on the full amounts to which they would otherwise be respectively entitled thereon. Thereafter, The Preferred Shares not redeemed shall remain issued and outstanding and entitled to all assets or the rights and preferences provided herein. At any time thereafter when additional funds of the Company that become are legally available for the redemption of shares shall Preferred Shares such funds (i) will 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 Preference Shares which are set forth in these Articles, or are otherwise available under law, redeem first the balance of the Series C+ Preferred Shares requested to be redeemed pro rata, (ii) any shares subject to redemption hereunder with respect to which the Company has become obligated to pay the redemption remaining amount after payment but which it has not paid of Series C+ Redemption Price in full shall continue on such Series C+ Preferred Shares will be used to have all redeem the powersbalance of the Series C Preferred Shares to be redeemed, designations(iii) any remaining amount after payment of Series C+ Redemption Price in full on such Series C+ Preferred Shares and Series C Redemption Price in full on such Series C Preferred Shares will be used to redeem the balance of the Series B+ Preferred Shares to be redeemed, preferences (iv) any remaining amount after payment of Series C+ Redemption Price in full on such Series C+ Preferred Shares, Series C Redemption Price in full on such Series C Preferred Shares and relative participating, optionalSeries B+ Redemption Price in full on such Series B+ Preferred Shares will be used to redeem the balance of the Series B Preferred Shares to be redeemed, and other special rights (including, without limitation, rights to accrue dividendsiv) which such shares had prior to such date, until the redemption any remaining amount after payment has been paid of Series C+ Redemption Price in full with respect on such Series C+ Preferred Shares, Series C Redemption Price in full on such Series C Preferred Shares, Series B+ Redemption Price in full on such Series B+ Preferred Shares and Series B Redemption Price in full on such Series B Preferred Shares will be used to such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. redeem the balance of the Series A COMPANY LIMITED BY SHARESPreferred Shares to be redeemed.

Insufficient Funds. If the Company’s assets or funds which are legally available on the date Redemption Date, the number of Preferred Shares that any redemption payment under this Section 5 of Schedule A is due are insufficient to pay in full all redemption payments to may then be paid at the Redemption Closing, or if legally redeemed by the Company is otherwise prohibited by applicable law from making such redemptionless than the number of all Preferred Shares requested to be redeemed, then (i) those assets or funds which are legally available for redemption shall first be used to redeem the Series Seed-C Preferred Shares from each holder thereof requesting for redemption in proportion to their respective number of Series Seed-C Preferred Shares to be redeemed (calculated on an as-converted basis), (ii) thereafter, the remaining assets and fund, if any, shall be used to redeem the extent permitted by applicable law to pay all Series Seed-B Preferred Shares from each holder thereof requesting for redemption payments due on such date ratably in proportion to their respective number of Series Seed-B Preferred Shares to be redeemed (calculated on an as-converted basis), (iii) thereafter, the full amounts remaining assets and fund, if any, shall be used to which redeem the holders Series Seed-A Preferred Shares from each holder thereof requesting for redemption in proportion to which such redemption payments are due would otherwise their respective number of Series Seed-A Preferred Shares to be respectively entitled thereonredeemed (calculated on an as-converted basis), and (iv) the remaining Preferred Shares to be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so. ThereafterNotwithstanding anything to the contrary contained herein, all assets or funds no other securities of the Company that become legally available for the redemption of shares shall immediately be used to pay the redemption payment which redeemed unless and until the Company did not pay on the date that such redemption payments were due. Without limiting any rights shall have redeemed all of the holders of Series A Preference Preferred Shares which are set forth in these Articles, or are otherwise available under law, the balance of any shares subject requested to redemption hereunder with respect be redeemed pursuant to which the Company has become obligated to pay the redemption payment but which it has not this Section 6 and shall have paid in full shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights Redemption Price for such Preferred Shares requested to accrue dividends) which such shares had prior be redeemed payable pursuant to such date, until the redemption payment has been paid in full with respect to such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A COMPANY LIMITED BY SHARESthis Section 6.

Insufficient Funds. If the Company’s assets or funds which are of the Company legally available for redemption of shares of Series A Preferred Stock on the date that any redemption payment under this Section 5 of Schedule A is due Mandatory Redemption Date are insufficient to pay in full all redemption payments redeem the total number of shares of Series A Preferred Stock to be paid at the Redemption Closing, or if the Company is otherwise prohibited by applicable law from making redeemed on such redemptiondate, those assets or funds which that are legally available shall be used to redeem the extent permitted by applicable law to pay all redemption payments due on such date maximum number of shares of Series A Preferred Stock, ratably in proportion to the full amounts to which among the holders of such shares to which such redemption payments are due would otherwise be respectively entitled thereonredeemed. Thereafter, all assets or At any time thereafter when additional funds of the Company that become are legally available for the redemption of shares of Series A Preferred Stock, such funds 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 Preference Shares which are set forth in these Articles, or are otherwise available under law, redeem the balance of any the shares subject to redemption hereunder with respect to which the Company has become obligated to pay the redemption payment redeem but which it has not paid redeemed, at a price per share equal to the Mandatory Redemption Price (as previously determined), plus accrued dividends at a rate per annum equal to 8.0% to the date of actual redemption. Notwithstanding the foregoing, (i) in full shall continue the case of a Trigger Event which is a Redemption Event, if the Company has insufficient funds to have all redeem the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights total number of shares of Series A Preferred Stock required by Section 2.1(a) above to accrue dividends) which such shares had prior to be redeemed on such date, until Parent shall purchase, or contribute funds to the redemption payment Company to enable the Company to redeem, the Series A Preferred Stock required to be redeemed on such date from the holders of such shares and (ii) in the case of a Trigger Event which is a Company Change of Control, if the Company has been paid in full with respect insufficient funds to redeem the total number of shares of Series A Preferred Stock required by Section 2.1(a) above to be redeemed on such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co.date, Ltd. Parent shall purchase, or contribute funds to the Company to enable the Company to redeem, the number of shares of Series A COMPANY LIMITED BY SHARESPreferred Stock calculated by dividing the Net Proceeds by the Mandatory Redemption Price (up to the maximum number of shares of Series A Preferred Stock which are outstanding).

Insufficient Funds. If the Company’s Group Companies’ assets or funds which are legally available on the date that any redemption payment of the first Redemption Closing under this Section 5 of Schedule A is due 7.13 are insufficient to pay in full all redemption payments Redemption Prices to be paid at the Redemption Closingpursuant to this Section 7.13, or if the Company Group Companies is otherwise prohibited by applicable law from making such redemption, those assets or funds which are legally available (i) shall be first used to the extent permitted by applicable law to redeem all Series D+ Preferred Shares requested to be redeemed on a pro rata basis, (ii) and any remaining amount after payment of applicable Series D+ Redemption Price (as defined in the Restated Articles) in full on all Series D+ Preferred Shares to be redeemed, shall be used to the extent permitted by applicable law to pay redeem all redemption payments due Series D Preferred Shares requested to be redeemed on such date ratably a pro rata basis, (iii) and any remaining amount after payment of applicable Series D Redemption Price (as defined in proportion the Restated Articles) in full on all Series D Preferred Shares to be redeemed, shall be used to the extent permitted by applicable law to redeem all Series C1 Preferred Shares requested to be redeemed on a pro rata basis, (iv) and any remaining amount after payment of applicable Series C1 Redemption Price (as defined in the Restated Articles) in full amounts on all Series C1 Preferred Shares to which be redeemed, shall be used to the holders extent permitted by applicable law to which such redemption payments are due would otherwise redeem all Series B4 Preferred Shares requested to be respectively entitled thereonredeemed on a pro rata basis, (v) and any remaining amount after payment of applicable Series B4 Redemption Price (as defined in the Restated Articles) in full on all Series B4 Preferred Shares to be redeemed, shall be used to the extent permitted by applicable law to redeem all Series B4-1 Preferred Shares requested to be redeemed on a pro rata basis, (vi) and any remaining amount after payment of the applicable Series B4-1 Redemption Price (as defined in the Restated Articles) (as defined in the Restated Articles) in full on all Series B4-1 Preferred Shares to be redeemed, shall be used to the extent permitted by applicable law to redeem all Series B3 Preferred Shares requested to be redeemed on a pro rata basis, (vii) and any remaining amount after payment of applicable Series B3 Redemption Price (as defined in the Restated Articles) in full on all Series B3 Preferred Shares to be redeemed, will be used to redeem all the Series B2 Preferred Shares requested to be redeemed on a pro rata basis, (viii) and any remaining amount after payment of applicable Series B2 Redemption Price (as defined in the Restated Articles) in full on all Series B2 Preferred Shares to be redeemed, will be used to redeem all the Series B Preferred Shares requested to be redeemed on a pro rata basis, (ix) and any remaining amount after payment of applicable Series B Redemption Price (as defined in the Restated Articles) in full on all Series B Preferred Shares to be redeemed, will be used to redeem all the Series A+ Preferred Shares requested to be redeemed on a pro rata basis, (x) and any remaining amount after payment of applicable Series A+ Redemption Price (as defined in the Restated Articles) in full on all Series A+ Preferred Shares to be redeemed, will be used to redeem all the Series A Preferred Shares requested to be redeemed on a pro rata basis, (xi) and any remaining amount after payment of applicable Series A Redemption Price (as defined in the Restated Articles) in full on all Series A Preferred Shares to be redeemed, will be used to redeem all the Series Pre-A Preferred Shares requested to be redeemed on a pro rata basis, (xii) any remaining amount after payment of applicable Series Pre-A Redemption Price (as defined in the Restated Articles) in full on all Series Pre-A Preferred Shares to be redeemed, will be used to redeem all the Series Angel+ Preferred Shares requested to be redeemed on a pro rata basis, and (xiii) any remaining amount after payment of applicable Series Angel+ Redemption Price (as defined in the Restated Articles) in full on all Series Angel+ Preferred Shares to be redeemed, will be used to redeem Series Angel Preferred Shares requested to be redeemed on a pro rata basis. Thereafter, all assets or funds of the Company Group Companies that become legally available for the redemption of shares Preferred Shares shall immediately be used to pay the redemption payment which the Company Group Companies did not pay on the date that such redemption payments were due. Without limiting any rights of prejudice to the preceding paragraph, if the Group Companies fail to fulfil the redemption obligations pursuant to this Section 7.13, the holders of Series A Preference the Preferred Shares which are set forth shall have the right to request the Founder and the Founder Holdco to, jointly and severally, fulfil the redemption obligations of the Group Companies pursuant to this Section 7.13 to the extent the Redemption Price is not paid or fully paid to the holders of the Preferred Shares as soon as reasonably practicable and in these Articles, or are otherwise available under lawno event later than thirty (30) Business Days after the request is made by the holder of the Preferred Shares. Notwithstanding the foregoing, the balance liabilities of any shares subject to redemption hereunder the Founder with respect to which its redemption obligation under this Section 7.13 shall be limited to the fair market value of the Equity Securities of the Group Companies directly or indirectly held by BigRain Holding Limited (“BigRain”) and any other Equity Securities of the Company has become obligated held by the Founder or any Person directly or indirectly Controlled by the Founder (which shall include any permitted transferees under Section 6.6 (ii)), which were issued to pay the Founder or such Person directly or indirectly Controlled by the Founder at no consideration or par value or the lowest value permitted under the applicable Laws, and, for the avoidance of doubt and notwithstanding anything to the contrary, shall include any Equity Securities granted to the Founder or the Founder Holdco from (i) the 70,033 Ordinary Shares reserved under the ESOP on May 7, 2019; (ii) the 226,682 Ordinary Shares reserved under the ESOP on April 3, 2020; and (iii) any future Equity Securities of the Company to be reserved under the ESOP or any other equity incentive plan (and its equivalent) to be implemented by the Company in the future from time to time (collectively, the “Included Founder Assets”) (which shall be determined as if no Redemption Event had occurred for such purposes), provided that (x) any Equity Securities of the Group Companies directly or indirectly held by BigRain directly or indirectly transferred or disposed in violation of the Transaction Documents and the proceeds of such transaction shall be included in the Included Founder Assets, (y) the Founder shall guarantee that any Affiliate of BigRain as assignee in the case of any direct or indirect transfer or disposal of the Equity Securities held by BigRain shall undertake the indemnification obligations hereof, and (z) any other Equity Securities of the Group Companies and interests which should belong to BigRain arising out of restructuring, share split, share dividends, share swap and other similar events shall be included in the Included Founder Assets. Save for the Included Founder Assets, none of the other Equity Securities of the Company directly or indirectly held by the Founder, proceeds received by the Founder from transferring or otherwise disposing of the Ordinary Shares and/or other Equity Securities held directly and indirectly by the Founder in any other Group Company in compliance with the terms and conditions of the Transaction Documents, and the Founder’s other personal assets (excluding the fair market value of the Included Founder Assets), shall in any respect be used to satisfy any redemption obligation of the Founder pursuant to this Section 7.13. The Founder and the Founder Holdco shall bear the redemption payment but which it has obligation herein to the extent the Redemption Price is not paid or fully paid to the holders of the Preferred Shares by the Group Companies subject to the foregoing sentences in full shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights to accrue dividends) which such shares had prior to such date, until the redemption payment has been paid in full with respect to such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A COMPANY LIMITED BY SHARESthis paragraph.

Insufficient Funds. If the Company’s assets or funds which are legally of the Corporation available for redemption of shares of Series A Preferred Stock and Series B Preferred Stock on the date that any redemption payment under this Section 5 of Schedule A is due Initial Redemption Date are insufficient to pay in full all redemption payments redeem the total number of shares of Series A Preferred Stock and Series B Preferred Stock to be paid redeemed on such date, the holders of at least a majority of the Redemption Closingthen outstanding shares of Series A Preferred Stock and Series B Preferred Stock, or if aggregated as a single class, may require that the Company is otherwise prohibited Corporation be put up for sale in accordance with customary procedures designed to produce the highest cash price reasonably available for all of the voting securities of the Corporation. In connection with such sale, the Corporation shall retain a nationally-recognized investment bank, reasonably acceptable to the holders of a majority in interest of the Series A Preferred Stock and Series B Preferred Stock, and the Board of Directors of the Corporation shall appoint a special committee consisting entirely of directors designated by applicable law from making said holders of Series A Preferred Stock and Series B Preferred Stock to oversee such redemption, those assets or funds which are legally available sale. The fees and expenses of such investment bank shall be used to borne by the extent permitted by applicable law to pay all redemption payments due on such date ratably Corporation. The sale price shall be in proportion to the full amounts to which cash, unless the holders to which such redemption payments are due would otherwise be respectively entitled thereon. Thereafter, all assets or funds of at least a majority of the Company that become legally available for then outstanding shares of Series A Preferred Stock and Series B Preferred Stock, aggregated as a single class, shall elect otherwise, and shall be payable to all stockholders of the redemption Corporation in accordance with the terms of shares this Certificate of Incorporation. Distribution of the proceeds of such a sale shall immediately be used to pay in accordance with the redemption payment which the Company did not pay on the date that such redemption payments were dueabove Section 2 (Liquidation, Dissolution and Winding up). Without limiting any rights of If the holders of Series A Preference Shares which are set forth Preferred Stock and Series B Preferred Stock do not vote to require a sale of the Corporation as described in these Articlesthe previous paragraph, or are otherwise available under law, the balance of any shares subject to redemption hereunder with respect to which the Company has become obligated to pay and on the redemption payment but which it has not paid in full shall continue to have all date the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights to accrue dividends) which number of shares of Series B Preferred Stock that may be legally redeemed by the Corporation is less than the number of such shares had prior to such datebe redeemed, until then the redemption payment shares to be redeemed but that may not be legally redeemed shall be carried forward and redeemed as soon as the Corporation has been paid in full with respect funds legally available to such redeem the shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A COMPANY LIMITED BY SHARES.

Insufficient Funds. If For the avoidance of doubt, in the event that the Company fails to pay the full redemption price in respect of each Series A-2 Preferred Share, Series B Preferred Share or Series C Preferred Share being redeemed at the time and place as stipulated in Section 9.1(iii), because it has inadequate funds legally available therefor, the funds that are legally available shall nonetheless be first distributed on the closing date ratably among the holders of Series C Preferred Shares requested to be redeemed in proportion to the Series C Redemption Price each such holder is otherwise entitled to receive and, after all the Series C Redemption Price for Series C Preferred Shares have been paid in full, the remaining portion of the 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 making such redemption, those assets or funds which are legally available shall be used distributed ratably among the holders of Series B Preferred Shares requested to the extent permitted by applicable law to pay all redemption payments due on such date ratably be redeemed in proportion to the full amounts Series B Redemption Price each such holder is otherwise entitled to which receive, and after all the Series B Redemption Price for Series B Preferred Shares have been paid in full, the remaining portion of the Company’s funds that are legally available shall be distributed ratably among the holders of Series A-2 Preferred Shares requested to which be redeemed in proportion to the Series A-2 Redemption Price each such redemption payments are due would holder is otherwise be respectively entitled thereonto receive. Thereafter, all assets or from time to time when any funds of the Company that become are legally available for the redemption of shares Series C Preferred Shares, Series B Preferred Shares and/or the Series A-2 Preferred Shares, immediately as of each such time, such funds shall immediately be used paid and applied to pay in full the remaining amounts owed on each Series C Preferred Share, Series B Preferred Share or Series A-2 Preferred Share being redeemed (provided that no Redemption Price on Series B Shares or Series A-2 Preferred Shares shall be paid until full payment of the Series C Redemption Price on Series C Preferred Shares having been paid first, and thereafter, no Series A-2 Redemption Price on Series A-2 Preferred Shares shall be paid until full payment of the Series B Redemption Price on Series B Preferred Shares having been paid first). For the avoidance of doubt, in any case, the full redemption price shall not be deemed to have been paid in respect of any Series C Preferred Share, Series B Preferred Share or Series A-2 Preferred Share and the redemption payment which shall not be deemed to have been consummated in respect of any Series C Preferred Share, Series B Preferred Share or Series A-2 Preferred Share, and the Company did not pay on the date that such redemption payments were due. Without limiting any rights of the holders holder of Series A Preference C Preferred Shares, Series B Preferred Shares which are set forth or Series A-2 Preferred Shares shall remain entitled to all of its rights, including (without limitation) its voting rights, in these Articlesrespect of such Series C Preferred Share, Series B Preferred Share or are otherwise available under law, the 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, optionalSeries A-2 Preferred Share, and other special rights (includingsuch Series C Preferred Share, without limitation, rights to accrue dividends) which such shares had prior to such dateSeries B Preferred Share or Series A-2 Preferred Share shall remain “outstanding” for the purposes of this Agreement, until such time as the redemption payment applicable Redemption Price in respect of such Series C Preferred Share, Series B Preferred Share or Series A-2 Preferred Share has been paid in full with respect to whereupon all such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A COMPANY LIMITED BY SHARESrights shall automatically cease.

Insufficient Funds. If For the avoidance of doubt, in the event that the Company fails to pay the full redemption price in respect of each Series A-2 Preferred Equity Interest, Series B Preferred Equity Interest or Series C Preferred Equity Interest being redeemed at the time and place as stipulated in Section 9.1(iii), because it has inadequate funds legally available therefor, the funds that are legally available shall nonetheless be first distributed on the closing date ratably among the holders of Series C Preferred Equity Interests requested to be redeemed in proportion to the Series C Redemption Price each such holder is otherwise entitled to receive and, after all the Series C Redemption Price for Series C Preferred Equity Interests have been paid in full, the remaining portion of the 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 making such redemption, those assets or funds which are legally available shall be used distributed ratably among the holders of Series B Preferred Equity Interests requested to the extent permitted by applicable law to pay all redemption payments due on such date ratably be redeemed in proportion to the full amounts Series B Redemption Price each such holder is otherwise entitled to which receive, and after all the Series B Redemption Price for Series B Preferred Equity Interests have been paid in full, the remaining portion of the Company’s funds that are legally available shall be distributed ratably among the holders of Series A-2 Preferred Equity Interests requested to which be redeemed in proportion to the Series A-2 Redemption Price each such redemption payments are due would holder is otherwise be respectively entitled thereonto receive. Thereafter, all assets or from time to time when any funds of the Company that become are legally available for the redemption of shares Series C Preferred Equity Interests, Series B Preferred Equity Interests and/or the Series A-2 Preferred Equity Interests, immediately as of each such time, such funds shall immediately be used paid and applied to pay in full the remaining amounts owed on each Series C Preferred Equity Interest, Series B Preferred Equity Interest or Series A-2 Preferred Equity Interest being redeemed (provided that no Redemption Price on Series B Equity Interests or Series A-2 Preferred Equity Interests shall be paid until full payment of the Series C Redemption Price on Series C Preferred Equity Interests having been paid first, and thereafter, no Series A-2 Redemption Price on Series A-2 Preferred Equity Interests shall be paid until full payment of the Series B Redemption Price on Series B Preferred Equity Interests having been paid first). For the avoidance of doubt, in any case, the full redemption price shall not be deemed to have been paid in respect of any Series C Preferred Equity Interest, Series B Preferred Equity Interest or Series A-2 Preferred Equity Interest and the redemption payment which shall not be deemed to have been consummated in respect of any Series C Preferred Equity Interest, Series B Preferred Equity Interest or Series A-2 Preferred Equity Interest, and the Company did not pay on the date that such redemption payments were due. Without limiting any rights of the holders holder of Series A Preference Shares which are set forth C Preferred Equity Interests, Series B Preferred Equity Interests or Series A-2 Preferred Equity Interests shall remain entitled to all of its rights, including (without limitation) its voting rights, in these Articlesrespect of such Series C Preferred Equity Interest, Series B Preferred Equity Interest or are otherwise available under law, the 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, optionalSeries A-2 Preferred Equity Interest, and other special rights (includingsuch Series C Preferred Equity Interest, without limitation, rights to accrue dividends) which such shares had prior to such dateSeries B Preferred Equity Interest or Series A-2 Preferred Equity Interest shall remain “outstanding” for the purposes of this Agreement, until such time as the redemption payment applicable Redemption Price in respect of such Series C Preferred Equity Interest, Series B Preferred Equity Interest or Series A-2 Preferred Equity Interest has been paid in full with respect to whereupon all such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A COMPANY LIMITED BY SHARESrights shall automatically cease.

Insufficient Funds. If the Company and/or the Founders fail (for whatever reason) to redeem any Preferred Shares within six (6) months after the expiration of the Redemption Period, without prejudice to any other rights and remedies that the Redeeming Shareholder(s) may have and without relieving the Company or the Founder of any of its obligations to redeem the 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’s assets , 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 the Company. All proceeds generated therefrom shall be distributed in accordance with Section 7.1 below and Section 129 of the Restated Articles. If the Company and/or any Founder does not have sufficient cash or funds which are legally available on to redeem all of the date that any redemption payment under this Section 5 of Schedule A is due are insufficient to pay in full all redemption payments Preferred Shares required to be paid redeemed at the any Redemption Closing, or if the Company is otherwise prohibited by applicable law from making such redemption, those assets or funds which are legally available shall be used applied to redeem the maximum number of Preferred Shares which can be legally redeemed on a pro rata basis among the applicable Redeeming Shareholders thereof and payment of the relevant Redemption Price payable in respect thereof. With respect to the extent permitted by applicable law remaining Preferred Shares not redeemed due to pay all redemption payments due on insufficient legal funds, such date ratably in proportion Preferred Shares shall remain outstanding, and the Redeeming Shareholders holding such redeeming Preferred Shares shall remain entitled 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 Preference Shares which are set forth in these Articles, or are otherwise available under law, the 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, designationsrights, preferences and relative participating, optional, and other special rights (including, without limitation, rights to accrue dividends) which such shares had prior to such dateprivileges provided in this Agreement, until such time as the redemption payment Company or the Founder has been paid in full with respect sufficient legal funds to redeem such shares. TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A COMPANY LIMITED BY SHARESPreferred Shares.