Common use of Series A Redemption Clause in Contracts

Series A Redemption. At the election of a Majority in Interest of Series A Members, and subject to the prior right of the Series C Members and Series B Members, the Series A Members may, at any time on or after October 17, 2013, by giving delivering written notice to the LLC (the “Series A Election Notice”), require that the LLC redeem all of the Series A Members’ Series A Preferred Shares. The LLC shall redeem such Series A Preferred Shares in an amount equal to the applicable portion of the Series A Liquidation Value calculated as of the closing date for such redemption (the “Series A Closing Date”), which date shall be specified by the LLC, but shall in no event be more than 90 days following the date of the delivery of the Series A Election Notice. As of the Series A Closing Date, all rights of the Series A Member with respect to the Series A Preferred Shares shall cease and terminate, such Series A Preferred Shares shall no longer be deemed to be outstanding for any purpose whatsoever, and such Person shall no longer be a Series A Member. The applicable portion of the Series A Liquidation Value shall be paid by the LLC by delivering, on the Series A Closing Date, a promissory note for the applicable portion of the Series A Liquidation Value, which shall (i) be payable in equal annual installments over a four year period following the Series A Closing Date (subject to the subordination provisions referred to below), (ii) bear interest at the “applicable federal rate” as defined in Code Section 1274(d) for mid-term loans, compounded quarterly, (iii) be prepayable, in whole or in part, at any time without penalty (subject to the subordination provisions referred to below), (iv) be secured by pledge of all the assets of the LLC, which pledge will be subordinated to any senior debt of the LLC then outstanding and any pledge referred to in Sections 7(a) and (b) above, (v) contain customary covenants for a subordinated note, including prohibitions on dividends and distributions to equity holders (other than tax distributions), redemption of stock (other than employee stock repurchases in the ordinary course of business), repayment of junior debt and incurrence of additional senior debt by the LLC, which covenants will be mutually acceptable and reasonable to the LLC and a Majority in Interest of Series A Members, and (vi) contain customary events of default for a subordinated note, including continued breach of covenants following a cure period, failure to pay principal and interest on time and bankruptcy events, which terms will be mutually acceptable and reasonable to the LLC and a Majority in Interest of Series A Members. Payment of the promissory note shall be fully subordinated to the payment of any indebtedness of the LLC for money borrowed and payment of any notes referred to in Sections 7(a) and (b) above, and in such case, the holder shall enter into subordination agreements for the benefit of lenders to the LLC, the Series C Member and the Series B Member with customary terms as reasonably requested by the LLC, the Series C Member and the Series B Member (which shall include, without limitation, a prohibition on any payments of principal or interest as long as any notes referred to in Sections 7(a) and (b) above remain outstanding). This Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of July 1, 2015 by and among China Risk Finance LLC, a Delaware limited liability company (the “Company”), each of the investors holding Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares of the Company listed on Schedule I hereto (the “Investors”) and any additional Investors that become parties to this Agreement by executing and delivering to the Company a counterpart signature page hereto (which such persons shall thereupon be deemed “Investors” for all purposes of this Agreement) and the persons and entities holding Common Shares of the Company listed on Schedule II hereto (the “Common Holders”) and any additional Common Holders that become parties to this Agreement by executing and delivering to the Company a counterpart signature page hereto (which such persons shall thereupon be deemed “Common Holders” for all purposes of this Agreement). The Investors and Common Holders are referred to herein collectively as the “Holders”.

Series A Redemption. At the election of a Majority in Interest of Series A Members, and subject to the prior right of the Series C Members and Series B Members, the Series A Members may, at any time on or after October 17, 2013, by giving delivering written notice to the LLC Company (the “Series A Election Notice”), require that the LLC Company redeem all of the Series A Members’ Series A Preferred Shares. The LLC Company shall redeem such Series A Preferred Shares in an amount equal to the applicable portion of the Series A Liquidation Value calculated as of the closing date for such redemption (the “Series A Closing Date”), which date shall be specified by the LLCCompany, but shall in no event be more than 90 days following the date of the delivery of the Series A Election Notice. As of the Series A Closing Date, all rights of the Series A Member with respect to the Series A Preferred Shares shall cease and terminate, such Series A Preferred Shares shall no longer be deemed to be outstanding for any purpose whatsoever, and such Person shall no longer be a Series A Member. The Payment of the applicable portion of the Series A Liquidation Value shall be paid by the LLC by delivering, on the Series A Closing Date, a promissory note for the applicable portion of the Series A Liquidation Value, which shall (i) be payable in equal annual installments over a four year period following the Series A Closing Date (subject to the subordination provisions referred to below), (ii) bear interest at the “applicable federal rate” as defined in Code Section 1274(d) for mid-term loans, compounded quarterly, (iii) be prepayable, in whole or in part, at any time without penalty (subject to the subordination provisions referred to below), (iv) be secured by pledge of all the assets of the LLC, which pledge will be subordinated to any senior debt of the LLC then outstanding and any pledge referred to in Sections 7(a) and (b) above, (v) contain customary covenants for a subordinated note, including prohibitions on dividends and distributions to equity holders (other than tax distributions), redemption of stock (other than employee stock repurchases in the ordinary course of business), repayment of junior debt and incurrence of additional senior debt by the LLC, which covenants will be mutually acceptable and reasonable to the LLC and a Majority in Interest of Series A Members, and (vi) contain customary events of default for a subordinated note, including continued breach of covenants following a cure period, failure to pay principal and interest on time and bankruptcy events, which terms will be mutually acceptable and reasonable to the LLC and a Majority in Interest of Series A Members. Payment of the promissory note shall be fully subordinated to the payment of any indebtedness of the LLC Company for money borrowed and payment of any notes Series C Liquidation Value and Series B Liquidation Value referred to in Sections 7(a) and (b) above, and in such case, the holder shall enter into subordination agreements for the benefit of lenders to the LLCCompany, the Series C Member and the Series B Member with customary terms as reasonably requested by the LLCCompany, the Series C Member and the Series B Member (which shall include, without limitation, a prohibition on any payments of principal or interest as long as any notes Series C Liquidation Value and Series B Liquidation Value referred to in Sections 7(a) and (b) above remain outstanding). This Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of July 1, 2015 by and among China Risk Finance LLC, a Delaware limited liability company (the “Company”), each of the investors holding Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares of the Company listed on Schedule I hereto (the “Investors”) and any additional Investors that become parties to this Agreement by executing and delivering to the Company a counterpart signature page hereto (which such persons shall thereupon be deemed “Investors” for all purposes of this Agreement) and the persons and entities holding Common Shares of the Company listed on Schedule II hereto (the “Common Holders”) and any additional Common Holders that become parties to this Agreement by executing and delivering to the Company a counterpart signature page hereto (which such persons shall thereupon be deemed “Common Holders” for all purposes of this Agreement). The Investors and Common Holders are referred to herein collectively as the “Holders”.