Common use of Redemption by the Company Clause in Contracts

Redemption by the Company. Notwithstanding anything to the contrary herein, but subject in all cases to the redemption preferences as set forth in this Section 6: (i) at any time commencing on the second (2nd) anniversary of the date hereof (the “Redemption Start Date”) and, if so requested by (i) the holders of more than fifty percent (50%) of the then outstanding Preferred Shares of any series (and particularly for Series C Preferred Shares, requested by holders representing more than seventy-five percent (75%) of the then outstanding Series C Preferred Shares); or (ii) prior to the Redemption Start Date but following the occurrence of any “Early Series D Redemption Event” or “Early Series E Redemption Event” (as defined below) and, if so requested by the holders of more than fifty percent (50%) of the then outstanding Series D Preferred Shares (upon the occurrence of an Early Series D Redemption Event) or Ping An (upon the occurrence of an Early Series E Redemption Event): with respect to the redemption of Preferred Shares of such series, the Company shall redeem all or part of the outstanding Preferred Shares of such series in cash out of funds legally available for such redemption (the “Redemption”), subject to the provisions of this Section 6. If any holder of any series of Preferred Shares exercises its redemption right pursuant to Section 6.1(i) above, any other holders of other series of Preferred Shares shall have the right, but not the obligation, to exercise the Redemption of that series at the same time. For the avoidance of doubt, no other holders of Preferred Shares (other than the holders of the Series D Preferred Shares and Ping An) shall have the right to exercise the Redemption pursuant to Section 6.1(ii) above, provided that if any holder of the Series D Preferred Shares elects to exercise its right to have the Company redeem its Series D Preferred Shares in accordance with Section 6.1(ii) above, then subject to receipt of the Series D Redemption Price in respect of the Series D Preferred Shares subject to the Redemption, such holder of the Series D Preferred Shares shall not be entitled to seek indemnification under Sections 9.01 to 9.04 of the Series D Shares Purchase Agreement in respect of the Series D Preferred Shares which have been redeemed in accordance with this Section 6. The redemption price for each series of Preferred Shares shall be the price as set forth in Sections 6.2 and 6.3 below (as applicable).

Redemption by the Company. (a) Notwithstanding anything to the contrary hereinherein or in the Restated Articles, but subject in all cases to at any time after the redemption preferences as set forth in this Section 6: earlier of (i) at any time commencing on the second (2nd) fourth anniversary of the date hereof Closing Date (as defined in the Share Purchase Agreement) (if the Company has not consummated a Qualified IPO), (ii) if there is any change of laws or policy with respect to the validity of the Transaction Documents (as defined in the Share Purchase Agreement), (iii) if there is any change of laws or policy which makes the Group Companies unable to carry on its Business (as defined in the Share Purchase Agreement) as now conducted and as proposed to be conducted, (iv) any material breach by the Group Companies and/or the holders of Ordinary Shares of any representations, warranties or covenants of the Transaction Documents (as defined in the Share Purchase Agreement), or (v) the Company’s receipt of the request from any holder of the Series Seed-A Preferred Shares or Series Seed-B Preferred Shares or Series Seed-C Preferred Shares or Series A-1 Preferred Shares to redeem any of the Series Seed-A Preferred Shares or Series Seed-B Preferred Shares or Series Seed-C Preferred Shares or Series A-1 Preferred Shares pursuant to this Section 6 (the “Series A-2 Redemption Start Date”) and), if so requested by (i) then subject to the holders of more than fifty percent (50%) applicable laws of the then outstanding Preferred Shares of any series (and particularly for Series C Preferred Shares, requested by holders representing more than seventy-five percent (75%) of the then outstanding Series C Preferred Shares); or (ii) prior to the Redemption Start Date but following the occurrence of any “Early Series D Redemption Event” or “Early Series E Redemption Event” (as defined below) Cayman Islands and, if so requested by the holders of more than fifty percent (50%) of the then outstanding Series D Preferred Shares (upon the occurrence of an Early Series D Redemption Event) or Ping An (upon the occurrence of an Early Series E Redemption Event): with respect to the redemption of Preferred Shares of such seriesA-2 Investor, the Company shall redeem all or part of the outstanding Series A-2 Preferred Shares of such series in cash out of funds legally available for such redemption therefor (the “Series A-2 Redemption”). Subject to any appropriate adjustment for share split, subject combination, recapitalization or similar event, the price at which each Series A-2 Preferred Share shall be redeemed (the “Series A-2 Redemption Price”) shall be the number calculated based on the following formula: IP ╳ (1 + 8 %) N + D, where IP = Series A-2 Preferred Share Issue Price (as defined in the Restated Articles); N = a fraction the numerator of which is the number of calendar days between (i) the issuance date of Series A-2 Preferred Shares, and (ii) the relevant Redemption Date on which such Series A-2 Preferred Share is redeemed and the denominator of which is 365; D = all declared but unpaid dividends on each Series A-2 Preferred Share up to the provisions date of this Section 6. If redemption, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers; (b) Notwithstanding anything to the contrary herein or in the Restated Articles, at any holder time after the earlier of (i) the fourth anniversary of the Closing Date (as defined in the Share Purchase Agreement) (if the Company has not consummated a Qualified IPO), (ii) if there is any series change of Preferred Shares exercises laws or policy with respect to the validity of the Transaction Documents (as defined in the Share Purchase Agreement), (iii) if there is any change of laws or policy which makes the Group Companies unable to carry on its redemption right pursuant Business (as defined in the Share Purchase Agreement) as now conducted and as proposed to Section 6.1(ibe conducted, (iv) above, any other holders of other series of Preferred Shares shall have material breach by the right, but not the obligation, to exercise the Redemption of that series at the same time. For the avoidance of doubt, no other holders of Preferred Shares (other than Group Companies and/or the holders of Ordinary Shares of any representations, warranties or covenants of the Series D Preferred Shares and Ping AnTransaction Documents (as defined in the Share Purchase Agreement), or (v) shall have the right to exercise Company’s receipt of the Redemption pursuant to Section 6.1(ii) above, provided that if request from any holder of the Series D Seed-A Preferred Shares elects to exercise its right to have the Company redeem its or Series D Seed-B Preferred Shares in accordance with or Series Seed-C Preferred Shares to redeem any of the Series Seed-A Preferred Shares or Series Seed-B Preferred Shares or Series Seed-C Preferred Shares pursuant to this Section 6.1(ii) above6 (the “Series A-1 Redemption Start Date”), then subject to receipt the applicable laws of the Cayman Islands and, if so requested by the Series D Redemption Price in respect A-1 Investor, the Company shall redeem all or part of the outstanding Series D A-1 Preferred Shares subject in cash out of funds legally available therefor (the “Series A-1 Redemption”). Subject to any appropriate adjustment for share split, combination, recapitalization or similar event, the Redemption, such holder of price at which each Series A-1 Preferred Share shall be redeemed (the “Series D Preferred Shares shall not be entitled to seek indemnification under Sections 9.01 to 9.04 of the Series D Shares Purchase Agreement in respect of the Series D Preferred Shares which have been redeemed in accordance with this Section 6. The redemption price for each series of Preferred Shares A-1 Redemption Price”) shall be the price as set forth in Sections 6.2 and 6.3 below number calculated based on the following formula: IP ╳ (1 + 8 %) N + D, where IP = Series A-1 Preferred Share Issue Price (as applicabledefined in the Restated Articles).; N = a fraction the numerator of which is the number of calendar days between (i) May 18, 2018, and (ii) the relevant Redemption Date on which such Series A-1 Preferred Share is redeemed and the denominator of which is 365;

Redemption by the Company. Notwithstanding anything to the contrary herein, but subject in all cases at any time after the earlier of (i) termination of the Founder’s full-time employment relationship with the Group Companies prior to a Qualified Initial Public Offering, (ii) June 30, 2020, if the Company has not consummated a Qualified Initial Public Offering due to the redemption preferences as reason that the Founder of the Company disapproves or otherwise fails to approve a Qualified Initial Public Offering whilst the Company has satisfied, or is reasonably expected to satisfy the requirements necessary to consummate a Qualified Initial Public Offering, (iii) June 30, 2020, if the Company has not consummated a Qualified Initial Public Offering due to any reasons other than the reason set forth in this Section 6: the above subsection 6.1(ii), or (iiv) at any time commencing on material breach by the second (2nd) anniversary Group Companies, the Founder and/or the Founder Holding Company of any representatives, warranties or covenants of the date hereof Transaction Documents (the “Redemption Start Date”) ), then subject to the applicable laws of the Cayman Islands and, if so requested by (i) the any holders of more than fifty percent (50%) of the then outstanding Preferred Shares of any series (and particularly for Series C A Preferred Shares, requested by holders representing more than seventy-five percent (75%) of the then outstanding Series C Preferred Shares); or (ii) prior to the Redemption Start Date but following the occurrence of any “Early Series D Redemption Event” or “Early Series E Redemption Event” (as defined below) and, if so requested by the holders of more than fifty percent (50%) of the then outstanding Series D Preferred Shares (upon the occurrence of an Early Series D Redemption Event) or Ping An (upon the occurrence of an Early Series E Redemption Event): with respect to the redemption of Preferred Shares of such series, the Company and/or the Founder shall redeem all or part of the outstanding Series A Preferred Shares of such series in cash out of funds legally available for therefore within two (2) months after the Company and/or the Founder receive the Redemption Notice from such redemption holders of Series A Preferred Shares (the “Redemption”), subject . The price at which each Series A Preferred Share shall be redeemed (the “Redemption Price”) shall be equal to the provisions greatest of: (1) IP ×(1+R×N)－A, where IP = applicable Preferred Share Issue Price (as defined in the Restated Articles); R = (a) 20%, if the Redemption is initiated pursuant to subsection 6.1(i); (b) 10%, if the Redemption is initiated pursuant to subsection 6.1(ii); (c) 15%, if the Redemption is initiated pursuant to Section 6.1(iii); (d) 12%, if the Redemption is initiated pursuant to subsection 6.1(iv)-(vi), as applicable. N = a fraction the numerator of this Section 6which is the number of calendar days between the original issue date of the relevant Series A Preferred Shares and the Redemption Date (as defined in below) and the denominator of which is 365, A= all declared and paid dividends thereon up to the date of redemption, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers. If any or (2) (I) the product obtained by multiplying (x) the per share value of the Company which shall be determined through an independent appraisal performed by a qualified appraisal firm mutually agreed upon by all the relevant parties and (y) the amount of shares held by such holder of any series Preferred Shares, (II) minus all declared and paid dividends thereon up to the date of redemption, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers; or (3) (I) the product obtained by multiplying (x) the total amount of the net asset value of the Company and (y) the shareholding percentage of such holder of Preferred Shares exercises its redemption right pursuant in the Company, (II) minus all declared and paid dividends thereon up to Section 6.1(i) abovethe date of redemption, any other holders of other series of Preferred Shares shall proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers. If the Company does not have the right, but not the obligation, sufficient cash or funds legally available to exercise the Redemption of that series at the same time. For the avoidance of doubt, no other holders of Preferred Shares (other than the holders redeem all of the Series D A Preferred Shares required to be redeemed, and Ping An) the remainder shall have the right to exercise the Redemption pursuant to Section 6.1(ii) above, provided that if any holder of the Series D Preferred Shares elects to exercise its right to have be carried forward and redeemed as soon as the Company redeem its Series D Preferred Shares in accordance with Section 6.1(ii) above, then subject has legally available funds to receipt of the Series D Redemption Price in respect of the Series D Preferred Shares subject to the Redemption, such holder of the Series D Preferred Shares shall not be entitled to seek indemnification under Sections 9.01 to 9.04 of the Series D Shares Purchase Agreement in respect of the Series D Preferred Shares which have been redeemed in accordance with this Section 6. The redemption price for each series of Preferred Shares shall be the price as set forth in Sections 6.2 and 6.3 below (as applicable)do so.

Redemption by the Company. (a) Notwithstanding anything to the contrary hereinherein or in the Restated Articles, but subject in all cases to at any time after the redemption preferences as set forth in this Section 6: earlier of (i) at any time commencing on the second (2nd) fourth anniversary of the date hereof Closing Date (as defined in the Purchase Agreement) (if the Company has not consummated a Qualified IPO), (ii) if there is any change of laws or policy with respect to the validity of the Amended Restructuring Documents (as defined in the Purchase Agreement), (iii) if there is any change of laws or policy which makes the Group Companies unable to carry on its Business (as defined in the Purchase Agreement) as now conducted and as proposed to be conducted, (iv) any material breach by the Group Companies and/or the holders of Ordinary Shares of any representatives, warranties or covenants of the Transaction Documents, or (v) the Company’s receipt of the request from any holder of the Series Seed-A Preferred Shares or Series Seed-B Preferred Shares to redeem any of the Series Seed-A Preferred Shares or Series Seed-B Preferred Shares pursuant to this Section 6 (the “Series Seed-C Redemption Start Date”) ), then subject to the applicable laws of the Cayman Islands and, if so requested by (i) the holders of more than fifty percent (50%) any holder of the then outstanding Preferred Shares of any series (and particularly for Series Seed-C Preferred Shares, requested by holders representing more than seventy-five percent (75%) of the then outstanding Series C Preferred Shares); or (ii) prior to the Redemption Start Date but following the occurrence of any “Early Series D Redemption Event” or “Early Series E Redemption Event” (as defined below) and, if so requested by the holders of more than fifty percent (50%) of the then outstanding Series D Preferred Shares (upon the occurrence of an Early Series D Redemption Event) or Ping An (upon the occurrence of an Early Series E Redemption Event): with respect to the redemption of Preferred Shares of such series, the Company shall redeem all or part of the outstanding Series Seed-C Preferred Shares of such series in cash out of funds legally available therefor (the “Series Seed-C Redemption”). The price at which each Series Seed-C Preferred Share shall be redeemed (the “Series Seed-C Redemption Price”) shall be the number calculated based on the following formula: IP ´ (1 + 8 %) N + D, where IP = Series Seed-C Preferred Share Deemed Issue Price (as defined in the Restated Articles) for the Series Seed-C Preferred Share; N = a fraction the numerator of which is the number of calendar days between (i) (x) March 26, 2015, with respect to 9,544,186 Series Seed-C Preferred Shares held by Investec Bank plc, 5,344,744 Series Seed-C Preferred Shares held by Matrix Partners China III Hong Kong Limited, 763,534 Series Seed-C Preferred Shares held by Vertex Asia Fund Pte. Ltd., 3,817,674 Series Seed-C Preferred Shares held by Zhong Capital Fund, L.P., 763,535 Series Seed-C Preferred Shares held by Moon Wan Sun Investments Company Limited, 3,817,674 Series Seed-C Preferred Shares held by Magic Stone Alternative Private Equity Fund, L.P., 381,767 Series Seed-C Preferred Shares held by Xiaomi Ventures Limited, 893,718 Series Seed-C Preferred Shares held by Shunwei TMT III Limited, 91,663 Series Seed-C Preferred Shares held by Hillingdon Ventures Limited, 1,908,837 Series Seed-C Preferred Shares held by DELIGHT TREASURE HOLDINGS LIMITED, all Series Seed-C Preferred Shares held by Ventech China II SICAR, Xxxxxxxxx Ventures Limited, Sheen Profit Holdings Limited, China eCapital Investment Holdings, Ltd., (y) June 4, 2015, with respect to 763,535 Series Seed-C Preferred Shares held by Investec Bank plc, all Series Seed-C Preferred Shares held by Woo Foong Hong Limited and Mandra iBase Limited, (z) December 1, 2017, with respect to other Series Seed-C Preferred Shares, and (ii) the relevant Redemption Date on which such redemption Series Seed-C Preferred Share is redeemed and the denominator of which is 365; D = all declared but unpaid dividends on each Series Seed-C Preferred Share up to the date of redemption, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers; (b) Notwithstanding anything to the contrary herein or in the Restated Articles, at any time after the earlier of (i) the fourth anniversary of the Closing Date (if the Company has not consummated a Qualified IPO), (ii) if there is any change of laws or policy with respect to the validity of the Amended Restructuring Documents (as defined in the Purchase Agreement), (iii) if there is any change of laws or policy which makes the Group Companies unable to carry on its Business (as defined in the Purchase Agreement) as now conducted and as proposed to be conducted, (iv) any material breach by the Group Companies and/or the holders of Ordinary Shares of any representatives, warranties or covenants of the Transaction Documents, or (v) the Company’s receipt of the request from any holder of the Series Seed-A Preferred Shares to redeem any of the Series Seed-A Preferred Shares pursuant to this Section 6 (the “Series Seed-B Redemption Start Date”), then subject to the applicable laws of the Cayman Islands and, if so requested by any holder of the Series Seed-B Preferred Shares, the Company shall redeem all or part of the outstanding Series Seed-B Preferred Shares in cash out of funds legally available therefor (the “Series Seed-B Redemption”). The price at which each Series Seed-B Preferred Share shall be redeemed (the “Series Seed-B Redemption Price”) shall be the number calculated based on the following formula: IP ´ (1 + 8 %) N + D, where IP = Series Seed-B Preferred Share Deemed Issue Price (as defined in the Restated Articles) for the Series Seed-B Preferred Share; N = a fraction the numerator of which is the number of calendar days between (i) (x) September 22, 2014, with respect to Series Seed-B Preferred Shares held by Hillingdon Ventures Limited and Magic Stone Hong Tao Alternative Fund, L.P., (y) September 10, 2014, with respect to Series Seed-B Preferred Shares held by Shunwei TMT III Limited, (z) September 4, 2014, with respect to Series Seed-B Preferred Shares held by other Series Seed-B Investors, and (ii) the relevant Redemption Date on which such Series Seed-B Preferred Share is redeemed and the denominator of which is 365; D = all declared but unpaid dividends on each Series Seed-B Preferred Share up to the date of redemption, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers; and (c) Notwithstanding anything to the contrary herein or in the Restated Articles, at any time after the earlier of (i) the fourth anniversary of the Closing Date (if the Company has not consummated a Qualified IPO), (ii) if there is any change of laws or policy with respect to the validity of the Amended Restructuring Documents (as defined in the Purchase Agreement), (iii) if there is any change of laws or policy which makes the Group Companies unable to carry on its Business (as defined in the Purchase Agreement) as now conducted and as proposed to be conducted, or (iv) any material breach by the Group Companies and/or the holders of Ordinary Shares of any representatives, warranties or covenants of the Transaction Documents (the “Series Seed-A Redemption Start Date”, together with the Series Seed-B Redemption Start Date and the Series Seed-C Redemption Start Date, the “Redemption Start Date”), then subject to the applicable laws of the Cayman Islands and, if so requested by any holder of the Series Seed-A Preferred Shares, the Company shall redeem all or part of the outstanding Series Seed-A Preferred Shares in cash out of funds legally available therefor (the “Series Seed-A Redemption”, together with the Series Seed-B Redemption and the Series Seed-C Redemption, the “Redemption”). The price at which each Series Seed-A Preferred Share shall be redeemed (the “Series Seed-A Redemption Price”, subject together with the Series Seed-B Redemption Price and the Series Seed-C Redemption Price, the “Redemption Price”) shall be equal to the provisions number calculated based on the following formula: IP ´ (1 + 8 %) N + D, where IP = the applicable Series Seed-A Preferred Share Deemed Issue Price (as defined in the Restated Articles) for the Series Seed-A Preferred Share; N = a fraction the numerator of this Section 6. which is the number of calendar days between (i) March 17, 2014, and (ii) the relevant Redemption Date on which such Series Seed-A Preferred Share is redeemed and the denominator of which is 365; D = all declared but unpaid dividends on each Series Seed-A Preferred Share up to the date of redemption, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers. (d) If any holder the Company does not have sufficient cash or funds legally available to redeem all of any series of the Preferred Shares exercises its redemption right pursuant required to Section 6.1(i) abovebe redeemed, any other holders of other series of Preferred Shares the remainder shall have the right, but not the obligation, to exercise the Redemption of that series at the same time. For the avoidance of doubt, no other holders of Preferred Shares (other than the holders of the Series D Preferred Shares be carried forward and Ping An) shall have the right to exercise the Redemption pursuant to Section 6.1(ii) above, provided that if any holder of the Series D Preferred Shares elects to exercise its right to have the Company redeem its Series D Preferred Shares redeemed in accordance with Section 6.1(ii) above, then subject to receipt of the Series D Redemption Price in respect of the Series D Preferred Shares subject to the Redemption, such holder of the Series D Preferred Shares shall not be entitled to seek indemnification under Sections 9.01 to 9.04 of the Series D Shares Purchase Agreement in respect of the Series D Preferred Shares which have been redeemed in accordance with this Section 6. The redemption price for each series of Preferred Shares shall be the price as set forth in Sections 6.2 and 6.3 below (as applicable)6.3.

Redemption by the Company. (1) Notwithstanding anything to the contrary herein, but subject in all cases to at any time after the redemption preferences as set forth in this Section 6: earlier of (i) at forty-eight (48) months after the Closing Date (if the Company has not consummated a Qualified Initial Public Offering), or (ii) any time commencing on material breach by the second (2nd) anniversary Group Companies, the Founders and/or the BVI Companies of any representatives, warranties or covenants of the date hereof Transaction Documents, or (iii) any Redemption (as defined below) required by other Investors (the “Redemption Start DateDate for Series B Shares”) and), then subject to the applicable laws of the Cayman Islands and if so requested by (i) the holders any holder of more than fifty percent (50%) of the then issued, outstanding Preferred Shares of any series (and particularly for Series C B Preferred Shares, requested by holders representing more than seventy-five percent (75%) of the then outstanding Series C Preferred Shares); or (ii) prior to the Redemption Start Date but following the occurrence of any “Early Series D Redemption Event” or “Early Series E Redemption Event” (as defined below) and, if so requested by the holders of more than fifty percent (50%) of the then outstanding Series D Preferred Shares (upon the occurrence of an Early Series D Redemption Event) or Ping An (upon the occurrence of an Early Series E Redemption Event): with respect to the redemption of Preferred Shares of such series, the Company shall redeem all or part of the issued, outstanding Series B Preferred Shares of such series holder in cash out of funds legally available for such redemption therefor (the “Series B Redemption”), subject to . The price at which each Series B Preferred Share shall be redeemed (the provisions of this Section 6. If any holder of any series of Preferred Shares exercises its redemption right pursuant to Section 6.1(i) above, any other holders of other series of Preferred Shares shall have the right, but not the obligation, to exercise the “Series B Redemption of that series at the same time. For the avoidance of doubt, no other holders of Preferred Shares (other than the holders of the Series D Preferred Shares and Ping AnPrice”) shall have be the right to exercise higher of (a) the Redemption pursuant to Section 6.1(ii) above, provided that if any holder of the Series D Preferred Shares elects to exercise its right to have the Company redeem its Series D Preferred Shares result calculated in accordance with Section 6.1(iithe following formula: IP × (112 %) aboveN+ D, then subject to receipt where IP = applicable Series B Preferred Share Issue Price (as defined below); N = a fraction the numerator of which is the number of calendar days between the date on which the Series D Redemption Price in respect of the Series D B Preferred Shares subject are issued and the relevant Redemption Date on which such Series B Preferred Share is redeemed and the denominator of which is 365; D = all declared but unpaid dividends on each Series B Preferred Share up to the Redemptionrelevant Redemption Date on which such Series B Preferred Share is redeemed, such holder of the Series D Preferred Shares shall not be entitled to seek indemnification under Sections 9.01 to 9.04 of the Series D Shares Purchase Agreement in respect of the Series D Preferred Shares which have been redeemed in accordance with this Section 6. The redemption price proportionally adjusted for each series of Preferred Shares shall be the price as set forth in Sections 6.2 and 6.3 below (as applicable).share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers; or