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 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 holders of the Series C Preferred Shares in proportion to the 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 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 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; (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 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; (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. Notwithstanding anything to the contrary herein, no other securities of the Company shall be redeemed unless and until the Company shall have redeemed all of the Preferred Shares requested to be redeemed and shall have paid all the applicable Redemption Price for such Preferred Shares requested to be redeemed payable pursuant to this Clause 9 (e)(ii) Without limiting any rights of the holders of Preferred Shares which are set forth in 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.

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 Clause 9(e) 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 the following manner: (1) all proportion to their respective number 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 A-2 Preferred Shares to be redeemed (calculated on an as-converted basis), (ii) thereafter, the remaining assets and fund, if any, shall be allocated ratably used to redeem the holders of the Series C Preferred Shares in proportion to the 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 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 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; (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 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; (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 from the Series A-2 Preferred Shares and Series A-1 Preferred Shares required Investors thereof requesting for redemption in proportion to be redeemed are able to be redeemed, then the Series A-2 Preferred Shares and their respective number of Series A-1 Preferred Shares to be redeemed (calculated on an as-converted basis), (iii) thereafter, the remaining assets and fund, if any, shall be allocated ratably used to the holders of redeem the Series A-2 Seed-C Preferred Shares and the holders of the Series A-1 Preferred Shares from each holder thereof requesting for redemption in proportion to the total their respective number of Series A-2 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 A-1 Seed-B Preferred Shares held by from each such holder thereof requesting for redemption in proportion to their respective number of Series A-2 Seed-B Preferred Shares to be redeemed (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 A-1 Seed-A Preferred SharesShares to be redeemed (calculated on an as-converted basis), and then (vi) 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. Notwithstanding anything to the contrary contained herein, no other securities of the Company shall be redeemed unless and until the Company shall have redeemed all of the Preferred Shares requested to be redeemed pursuant to this Section 6 and shall have paid all the applicable Redemption Price for such Preferred Shares requested to be redeemed payable pursuant to this Clause 9 (e)(ii) Without limiting any rights of the holders of Preferred Shares which are set forth in 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 sharesSection 6.

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 Clause 9(e) is due are insufficient to pay in full all redemption payments maximum possible number of 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 all such redeemed shares to be cancelled in accordance with the foregoing. At any time thereafter when additional funds which of the Corporation are legally available shall for the redemption of shares of Preferred Stock, such funds will immediately 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 holders of the Series C Preferred Shares in proportion to the 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 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 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; (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 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; (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. Notwithstanding anything to the contrary herein, no other securities of the Company shall be redeemed unless and until the Company shall have redeemed all of the Preferred Shares requested to be redeemed and shall have paid all the applicable Redemption Price for such Preferred Shares requested to be redeemed payable pursuant to this Clause 9 (e)(ii) Without limiting any rights of the holders of Preferred Shares which are set forth in this Memorandum and the 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 shareswhichever is less.

Insufficient Funds. If the Company’s assets or funds which are legally available on the date that any redemption payment under this 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 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 B 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 holders of the Series D Preferred Shares in proportion to the 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 be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so; (23) 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 the 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 be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so; (35) 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; (46) 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 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; (57) 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) 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; (79) 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) 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. Notwithstanding anything to the contrary herein, no other securities of the Company shall be redeemed unless and until the Company shall have redeemed all of the Preferred Shares requested to be redeemed and shall have paid all the applicable Redemption Price for such Preferred Shares requested to be redeemed payable pursuant to this Clause 9 (e)(ii) Without limiting any rights of the holders of Preferred Shares which are set forth in 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.

Insufficient Funds. If the Company’s assets or funds which are legally available on the date that any redemption payment under this Clause 9(e) Section 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 in to the following manner: (1) extent permitted by applicable laws to pay all of Series C Preferred Shares required to be redeemed shall be redeemed prior to any of redemption payments due on the Series A Preferred Shares and Series B Preferred Shares, (2) if not all of and subsequently, the Series C A Preferred Shares required to be redeemed are able to be redeemedShares, then the Series C Preferred Shares to be redeemed shall be allocated on such date ratably to the holders of the Series C Preferred Shares in proportion to the 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 full amounts to 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 which the holders of the Series B Preferred Shares in proportion 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 total number of Series B Preferred Shares held by each such holder holders 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 subsequently, 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 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 A Preferred Shares, and then on 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 date that 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 soredemption payments were due. Notwithstanding anything to the contrary herein, no other securities of the Company shall be redeemed unless and until the Company shall have redeemed all of the Preferred Shares requested to be redeemed and shall have paid all the applicable Redemption Price for such Preferred Shares requested to be redeemed payable pursuant to this Clause 9 (e)(ii) Without limiting any rights of the holders of Series B Preferred Shares and Series A Preferred Shares which are set forth in this Memorandum and the ArticlesTransaction 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.

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 shall be (i) first utilized to settle any redemption payment under this Clause 9(e) is payments due are insufficient to pay 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 as to all the Series E Preferred Shares requested to be redeemed, (ii) second utilized to settle any redemption payments due to the holders of Series D Preferred Shares, and no redemption payments shall become due to the holders of Series A Preferred Shares, Series B-1 Preferred Shares, Series B-2 Preferred Shares, Series B-3 Preferred Shares and Series C-1 Preferred Shares, (iii) third utilized to redeem any Series C-1 Preferred Shares requested to be paid at the Redemption Closingredeemed, 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: (1iv) all fourth utilized to redeem any of Series C B-1 Preferred Shares, Series B-2 Preferred Shares required and Series B-3 Preferred Shares requested to be redeemed shall be redeemed prior redeemed, and (v) then utilized to redeem 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 requested to be redeemed, then the Series C and any remaining Preferred Shares to be redeemed shall be allocated ratably to (the holders of the Series C Preferred Shares in proportion to the total number of Series C Preferred Shares held by each such holder of Series C “Unredeemed 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; (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 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; (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 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; (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. Notwithstanding anything to the contrary herein, no other securities of The redemption price payable by the Company shall be redeemed unless and until the Company shall have redeemed all of the Preferred Shares requested to be redeemed and shall have paid all the applicable Redemption Price for such Preferred Shares requested to be redeemed payable pursuant to this Clause 9 (e)(ii) Without limiting any rights of the holders of Preferred Shares which are set forth in this Memorandum and the Articles, or are otherwise available under law, the balance of any shares subject to redemption hereunder 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“Adjusted Redemption Price”).

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 Clause 9(e) 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 in to redeem the following manner: (1) all maximum number of Series C Preferred Shares required to be redeemed shall be redeemed prior to any shares of the Series A Preferred Shares and Series B Preferred SharesStock, (2) if not all ratably among the holders of the Series C Preferred Shares required to be redeemed are able such shares 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 the 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 be redeemed shall be carried forward and redeemed as soon as the Company has legally available . At any time thereafter when additional 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 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; (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 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; (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. Notwithstanding anything to the contrary herein, no other securities of the Company are legally available for redemption of shares of Series A Preferred Stock, such funds shall immediately be redeemed unless and until the Company shall have redeemed all of the Preferred Shares requested used to be redeemed and shall have paid all the applicable Redemption Price for such Preferred Shares requested to be redeemed payable pursuant to this Clause 9 (e)(ii) Without limiting any rights of the holders of Preferred Shares which are set forth in this Memorandum and the 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 sharesdate, Parent shall purchase, or contribute funds to the Company to enable the Company to redeem, the number of shares of Series A Preferred 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 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 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 distributed ratably among the holders of Series B Preferred Shares requested to be redeemed in proportion to the following manner: (1) Series B Redemption Price each such holder is otherwise entitled to 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 be redeemed in proportion to the Series A-2 Redemption Price each such holder is otherwise entitled to receive. Thereafter, from time to time when any funds are legally available for the redemption of Series C Preferred Shares required to be redeemed shall be redeemed prior to any of the Series A Preferred Shares and Shares, Series B Preferred Shares and/or the Series A-2 Preferred Shares, immediately as of each such time, such funds shall be 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 (2) if not all 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 Preferred Shares required to be redeemed are able to be redeemed, then the Redemption Price on Series C Preferred Shares to be redeemed having been paid first, and thereafter, no Series A-2 Redemption Price on Series A-2 Preferred Shares shall be allocated ratably to the holders paid until full payment of the Series C B Redemption Price on Series B Preferred Shares having been paid first). For the avoidance of doubt, in proportion any case, the full redemption price shall not be deemed to the total number have been paid in respect of any Series C Preferred Shares held by each such Share, Series B Preferred Share or Series A-2 Preferred Share and the redemption 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 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; (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 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; (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 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; (7) once all of the Series A-3 Preferred Shares required to be redeemed have been redeemed, then the or Series A-2 Preferred Shares and Series A-1 Preferred Shares required shall remain entitled to be redeemed shall be redeemed, (8) if not all of the its rights, including (without limitation) its voting rights, in respect of such Series C Preferred Share, Series B Preferred Share or Series A-2 Preferred Shares Share, and such Series A-1 C Preferred Shares required to be redeemed are able to be redeemedShare, then the Series B Preferred Share or Series A-2 Preferred Shares and Series A-1 Preferred Shares to be redeemed Share shall be allocated ratably to remain “outstanding” for the holders purposes 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 this Agreement, until 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 time as soon as the Company has legally available funds to do so. Notwithstanding anything to the contrary herein, no other securities of the Company shall be redeemed unless and until the Company shall have redeemed all of the Preferred Shares requested to be redeemed and shall have paid all the applicable Redemption Price for in respect of such Series C Preferred Shares requested to be redeemed payable pursuant to this Clause 9 (e)(ii) Without limiting any rights of the holders of Share, Series B Preferred Shares which are set forth in this Memorandum and the Articles, 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, optional, and other special rights (including, without limitation, rights to accrue dividends) which such shares had prior to such date, until the redemption payment Series A-2 Preferred Share has been paid in full with respect to whereupon all such 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 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 distributed ratably among the holders of Series B Preferred Equity Interests requested to be redeemed in proportion to the following manner: (1) Series B Redemption Price each such holder is otherwise entitled to 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 be redeemed in proportion to the Series A-2 Redemption Price each such holder is otherwise entitled to receive. Thereafter, from time to time when any funds are legally available for the redemption of Series C Preferred Shares required to be redeemed shall be redeemed prior to any of the Series A Preferred Shares and Equity Interests, Series B Preferred SharesEquity Interests and/or the Series A-2 Preferred Equity Interests, immediately as of each such time, such funds shall be 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 (2) if not all 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 Preferred Shares required to be redeemed are able to be redeemed, then the Redemption Price on Series C Preferred Shares to be redeemed Equity Interests having been paid first, and thereafter, no Series A-2 Redemption Price on Series A-2 Preferred Equity Interests shall be allocated ratably to the holders paid until full payment of the Series C B Redemption Price on Series B Preferred Shares Equity Interests having been paid first). For the avoidance of doubt, in proportion any case, the full redemption price shall not be deemed to the total number have been paid in respect of any Series C Preferred Shares held by each such Equity Interest, Series B Preferred Equity Interest or Series A-2 Preferred Equity Interest and the redemption 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 holder of Series C Preferred SharesEquity Interests, and then the remaining 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 respect of such Series C Preferred Shares to be redeemed shall be carried forward Equity Interest, Series B Preferred Equity Interest or Series A-2 Preferred Equity Interest, and redeemed as soon as the Company has legally available funds to do so; (3) once all of the such Series C Preferred Shares required to be redeemed have been redeemedEquity Interest, 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 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; (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 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; (7) once all of the Series A-3 Preferred Shares required to be redeemed have been redeemed, then the Equity Interest or Series A-2 Preferred Shares and Series A-1 Preferred Shares required to be redeemed Equity Interest shall be redeemedremain “outstanding” for the purposes of this Agreement, (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 until 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 time as soon as the Company has legally available funds to do so. Notwithstanding anything to the contrary herein, no other securities of the Company shall be redeemed unless and until the Company shall have redeemed all of the Preferred Shares requested to be redeemed and shall have paid all the applicable Redemption Price for in respect of such Series C Preferred Shares requested to be redeemed payable pursuant to this Clause 9 (e)(ii) Without limiting any rights of the holders of Equity Interest, Series B Preferred Shares which are set forth in this Memorandum and the Articles, 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, optional, and other special rights (including, without limitation, rights to accrue dividends) which such shares had prior to such date, until the redemption payment Series A-2 Preferred Equity Interest has been paid in full with respect to whereupon all such sharesrights shall automatically cease.

Insufficient Funds. (a) If the Company’s assets or funds which are legally available on (the date that any redemption payment under this Clause 9(e“Available Fund”) is due are insufficient to pay in full all redemption payments to be paid at permit 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 payment of the Series C Redemption Price in full in respect of each issued and outstanding Preferred Shares required Share, (i) the Available Fund shall first be used to be redeemed are able the extent permitted by applicable Law to be redeemed, then the pay all Series C Preferred Shares to be redeemed shall be allocated ratably to the holders of Redemption Price due on such date on the Series C Preferred Shares in proportion to the total number of Series C Preferred Shares held by each full amounts to which the holders to which such holder of Series C Preferred Sharesredemption payments are due would otherwise be respectively entitled thereon, and then (ii) after 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; (3) once all payment of the Series C Preferred Shares required Redemption Price, the Available Fund shall be used to be redeemed have been redeemed, then the extent permitted by applicable Law to pay all 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 Redemption Price due on such date on the Series B Preferred Shares in proportion to the total number of Series B Preferred Shares held by each full amounts to which the holders to which such holder of Series B Preferred Sharesredemption payments are due would otherwise be respectively entitled thereon, and then (iii) after 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 payment of the Series C Redemption and Series B Preferred Shares required Redemption Price, the Available Fund shall be used to be redeemed have been redeemed, then the extent permitted by applicable Law to pay all Series A Redemption Price due on such date on 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 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 A Preferred Shares in proportion to the total number full amounts to which the holders to which such redemption payments are due would otherwise be respectively entitled thereon. In 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 Series A-3 all 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 held but which the Company has not paid, and the holders of Preferred Shares requested to be redeemed by each 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 holder of Series A-3 issued Preferred Shares, and then the remaining Series A-3 each of such issued Preferred Shares to be redeemed shall be carried forward and redeemed as soon 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 has are legally available for redemption of issued Preferred Shares, such funds shall immediately be used to do so; (7) once all redeem the balance of the Series A-3 redeeming issued 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 requested 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. . (b) Notwithstanding anything to the contrary herein, no other securities if the Company fails to redeem all or part of the Company shall be redeemed unless issued and until the Company shall have redeemed all outstanding Preferred Shares held by a redeeming holder of the Preferred Shares requested in accordance with Sections 9.1 and 9.2 within 180 days after the due date of such redemption, the Founder Parties shall jointly and severally be liable to be redeemed and shall have paid all the applicable Redemption Price for such purchase any outstanding Preferred Shares requested that the Company fails to be redeemed payable redeem in accordance with Sections 9.1 and 9.2 from such holder of the Preferred Shares and pay to each such holder of Preferred Shares, upon receipt of the written notice from such holder of Preferred Shares, a sum in cash equal to any shortfall of such holder’s redemption price under this Section 9 (the “Redemption Payment Notice”), to such account designated by such holder prior to or on the payment date stipulated in such holder’s written notice, provided that the total liabilities of the Founder Parties pursuant to this Clause 9 (e)(ii) Without limiting Section 9.2 shall be limited to the Shares then held directly or indirectly by the Founder Parties and their respective Affiliates in the Company at the payment date stipulated in the Redemption Payment Notice or the proceeds received by the Founder Parties and their respective Affiliates by disposing such Shares and shall in no event apply to any rights other personal properties of the holders Founders other than the abovementioned Shares or proceeds, save and except that the total liabilities of Preferred Shares which are the Founder Parties shall not be restricted as aforesaid if the Redemption Event arises because of any fraud or willful misconduct by any of the Founders; provided further, that the sequences of payment of the Company in the event of insufficient funds as set forth in Section 9.2 (a) shall apply mutatis mutandis to the Founder Parties’ payment obligations under 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 Section 9.2 (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 sharesb).

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 Clause 9(eof Preferred Shares (i) is due are insufficient to pay in full all redemption payments to will 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) first to redeem all of Series C C+ Preferred Shares required requested to be redeemed shall ratably in proportion on the full amounts to which they would otherwise be redeemed prior to any of the Series A Preferred Shares and Series B Preferred Sharesrespectively entitled thereon, (2ii) if not any remaining amount after payment of Redemption Price in full on all of the Series C Preferred Shares required to be redeemed are able to be redeemed, then the Series C C+ Preferred Shares to be redeemed shall will be allocated ratably to among the holders of the Series C Preferred Shares requested to be redeemed ratably in proportion on the full amounts to the total number which they would otherwise be respectively entitled thereon, (iii) any remaining amount after payment of Redemption Price in full on all Series C C+ Preferred Shares held by each such holder of Series C Preferred Shares, and then the remaining Series C Preferred Shares to be redeemed shall will be carried forward and redeemed as soon as allocated among the Company has legally available funds to do so; (3) once all 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 required to be redeemed have been redeemed, then the and 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 B+ Preferred Shares to be redeemed shall will be allocated ratably to among the holders of the Series B Preferred Shares requested to be redeemed ratably in proportion on the full amounts to the total number which they would otherwise be respectively entitled thereon, and (v) any remaining amount after payment of Redemption Price in full on all Series B Preferred Shares held by each such holder of Series B C+ Preferred Shares, Series C Preferred Shares, Series B+ Preferred Shares and then the remaining 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. The Preferred Shares not redeemed shall be carried forward remain issued and redeemed as soon as outstanding and entitled to all the rights and preferences provided herein. At any time thereafter when additional funds of the Company has are legally available for redemption of Preferred Shares such funds (i) will immediately be used to do so; redeem first the balance of the Series C+ Preferred Shares requested to be redeemed pro rata, (5ii) once all any remaining amount after payment of Series C+ Redemption Price in full on such Series C+ Preferred Shares will be used to redeem the balance of the Series C Preferred Shares to be redeemed, (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, (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 Series B+ Redemption Price in full on such Series B+ Preferred Shares will be used to redeem the balance 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 able to be redeemed, then and (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, 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 redeem the balance of the Series A-3 A 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. Notwithstanding anything to the contrary herein, no other securities of the Company shall be redeemed unless and until the Company shall have redeemed all of the Preferred Shares requested to be redeemed and shall have paid all the applicable Redemption Price for such Preferred Shares requested to be redeemed payable pursuant to this Clause 9 (e)(ii) Without limiting any rights of the holders of Preferred Shares which are set forth in 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.

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 Clause 9(e) is due Initial Redemption Date are insufficient to pay in full all redemption payments to be paid at redeem 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 total number of shares of Series C A Preferred Shares required Stock and Series B Preferred Stock to be redeemed on such date, the holders of at least a majority of the then outstanding shares of Series A Preferred Stock and Series B Preferred Stock, aggregated as a single class, may require that the 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 be redeemed prior retain a nationally-recognized investment bank, reasonably acceptable to any the holders of a majority in interest of the Series A Preferred Shares Stock and Series B Preferred SharesStock, (2) if not all and the Board of Directors of the Corporation shall appoint a special committee consisting entirely of directors designated by said holders of Series C A Preferred Shares required Stock and Series B Preferred Stock to oversee such sale. The fees and expenses of such investment bank shall be borne by the Corporation. The sale price shall be in cash, unless the holders of at least a majority of the 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 Corporation in accordance with the terms of this Certificate of Incorporation. Distribution of the proceeds of such a sale shall be in accordance with the above Section 2 (Liquidation, Dissolution and Winding up). If the holders of Series A Preferred Stock and Series B Preferred Stock do not vote to require a sale of the Corporation as described in the previous paragraph, and on the redemption date the number of shares of Series B Preferred Stock that may be legally redeemed are able by the Corporation is less than the number of such shares to be redeemed, then the Series C Preferred Shares shares to be redeemed shall but that may not be allocated ratably to the holders of the Series C Preferred Shares in proportion to the 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 be legally redeemed shall be carried forward and redeemed as soon as the Company Corporation has funds legally available funds to do so; (3) once all of redeem 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 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; (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 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; (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. Notwithstanding anything to the contrary herein, no other securities of the Company shall be redeemed unless and until the Company shall have redeemed all of the Preferred Shares requested to be redeemed and shall have paid all the applicable Redemption Price for such Preferred Shares requested to be redeemed payable pursuant to this Clause 9 (e)(ii) Without limiting any rights of the holders of Preferred Shares which are set forth in 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.

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 Clause 9(e) 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 in to redeem the following manner: (1) all of Series Seed-C Preferred Shares required from each holder thereof requesting for redemption in proportion to be redeemed shall be redeemed prior to any their respective number 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 Seed-C Preferred Shares to be redeemed (calculated on an as-converted basis), (ii) thereafter, the remaining assets and fund, if any, shall be allocated ratably used to the holders of redeem the Series C Seed-B Preferred Shares from each holder thereof requesting for redemption in proportion to the total their respective 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 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 Seed-B Preferred Shares to be redeemed (calculated on an as-converted basis), (iii) thereafter, the remaining assets and fund, if any, shall be allocated ratably used to the holders of redeem the Series B Seed-A Preferred Shares from each holder thereof requesting for redemption in proportion to the total their respective number of Series B Preferred Shares held by each such holder of Series B Preferred Shares, and then the remaining Series B Seed-A 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 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 Sharescalculated on an as-converted basis), and then (iv) 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. Notwithstanding anything to the contrary contained herein, no other securities of the Company shall be redeemed unless and until the Company shall have redeemed all of the Preferred Shares requested to be redeemed pursuant to this Section 6 and shall have paid all the applicable Redemption Price for such Preferred Shares requested to be redeemed payable pursuant to this Clause 9 (e)(ii) Without limiting any rights of the holders of Preferred Shares which are set forth in 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 sharesSection 6.

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 Clause 9(e) is due Section 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 in to the following manner: (1) extent permitted by applicable law to redeem all of Series C D+ Preferred Shares required requested to be redeemed shall be redeemed prior to 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 A D+ 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 shall be used to the extent permitted by applicable law to redeem all Series C D Preferred Shares requested to be redeemed on a pro rata basis, (iii) 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 redeemed, shall be allocated ratably used to the holders of the extent permitted by applicable law to redeem all Series C 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 proportion to the total number of Restated Articles) in full on all Series C Preferred Shares held by each such holder of Series C Preferred Shares, and then the remaining Series C C1 Preferred Shares to be redeemed redeemed, shall be carried forward and redeemed as soon as used to the Company has legally available funds extent permitted by applicable law to do so; (3) once redeem all of the Series C B4 Preferred Shares required requested to be redeemed have been 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, then 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 required requested to be redeemed shall be redeemed; on a pro rata basis, (4ix) if not all and any remaining amount after payment of the applicable Series B Preferred Shares required to be redeemed are able to be redeemed, then Redemption Price (as defined in the Restated Articles) in full on all Series B Preferred Shares to be redeemed shall redeemed, will be allocated ratably used to the holders of redeem all 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; (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 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; (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. Notwithstanding anything to the contrary herein, no other securities of the Company shall be redeemed unless and until the Company shall have redeemed all of the A+ Preferred Shares requested to be redeemed on a pro rata basis, (x) and shall have paid 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 applicable Redemption Price for such Series A Preferred Shares requested to be redeemed payable pursuant 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 this Clause 9 be redeemed, will be used to redeem all the Series Pre-A Preferred Shares requested to be redeemed on a pro rata basis, (e)(iixii) Without limiting any rights 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 holders Group Companies that become legally available for the redemption of Preferred Shares which are set forth in 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 shall immediately be used to pay the redemption payment but which it has the Group Companies did not pay on the date that such redemption payments were due. Without prejudice to the preceding paragraph, if the Group Companies fail to fulfil the redemption obligations pursuant to this Section 7.13, the holders of the Preferred Shares 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 full shall continue to have all no event later than thirty (30) Business Days after the powersrequest is made by the holder of the Preferred Shares. Notwithstanding the foregoing, 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 liabilities of the Founder with respect to 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 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 the Founder or such sharesPerson 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 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 this paragraph.