Common use of Redemption Event Clause in Contracts

Redemption Event. Upon the occurrence of any of the following circumstances (each a “Series A Redemption Event”; collectively the “Series A Redemption Events”), each of the Series A Investors and Series A+ Investors (each a “Series A Redemption Party”; collectively the “Series A Redemption Parties”) shall have the right to request the Company and/or the Founder to redeem all of the outstanding Series A Preferred Shares and/or Series A+ Preferred Shares held by such Series A Redemption Parties (the “Series A Redeemed Shares”) and the total amount of the Series A Redemption Price (as defined below) shall be paid in full within one hundred twenty (120) Business Days after the Series A Redemption Parties deliver their request for redemption (the “Series A Redemption Right”): (1) Before the expiration of the Target IPO Period, the Company fails to have a registration statement filed to and accepted by the China Securities Regulatory Commission or the overseas securities regulatory institution or fails to consummate a Qualified Buyout Event; (2) There is a material issue that prevents the Company from consummating the IPO, and such material issue fails to be resolved before the expiration of the Target IPO Period; (3) There is a breach by the Founder of any then-effective provisions of any agreements between the Series A Redemption Parties or their Affiliates and the Founder, which causes material adverse effect upon the normal operation of the Group Companies or causes material losses to the benefits and interests of the Series A Redemption Parties; If the Series A Redemption Parties request the Founder to redeem all or any part of the outstanding Series A Redeemed Shares, the Founder shall procure the Board of Directors of the Company to vote for such redemption and execute all necessary legal instruments in connection with such redemption.

Redemption Event. Upon the occurrence of any of the following circumstances (each a “Series A D Redemption Event”; collectively the “Series A D Redemption Events”), each of the Series A Investors and Series A+ D Investors (each a “Series A D Redemption Party”; collectively the “Series A D Redemption Parties”) shall have the right to request the Company and/or the Founder (each a “Series D Repurchaser”; collectively the “Series D Repurchasers”) to redeem all or any of the outstanding Series A Preferred Shares and/or Series A+ D Preferred Shares held by such Series A D Redemption Parties (the “Series A Redeemed Shares”) and the total amount of the Series A Redemption Price (as defined below) shall be paid in full within one hundred twenty (120) Business Days after the Series A Redemption Parties deliver their request for redemption (the “Series A Redemption Right”):Parties: (1) Before the expiration of the Target IPO Period, the Company fails to have complete a registration statement filed to and accepted by the China Securities Regulatory Commission Qualified IPO or the overseas securities regulatory institution or fails to consummate a Qualified Buyout Event; (2) There is a material issue that prevents Within the Target IPO Period, after the investment bank or securities company engaged by the Company from consummating has notified the Company in writing that the Company has met the listing requirements, in which situation the Founder shall ensure that the Company shall convene the meetings of the Board and/or Shareholders (as applicable) as soon as possible after receipt of the written notice to review and approve the IPO-related matters, and if the Series D Redemption Party has agreed or voted for the IPO of the Company, the Founder (or the Founder Holdco, as applicable) votes against or abstains from voting on the IPO of the Company absent justification, resulting in the failure for the Company to launch the IPO in a timely manner; (3) The Company fails to meet the listing requirements within the Target IPO Period, as evidenced by the failure for the Company to obtain the written notice issued by the investment bank or securities company engaged by the Company, stating that the Company has met the listing requirements; (4) The Actual Controller is being untrustworthy, especially when the Company has any off-the-book income without the knowledge of the Series D Redemption Parties; (5) The Actual Controller directly or indirectly disposes of in any manner (including, without limitation, transfer, gift, pledge, put in trust or custody) the shares of the Company directly held or indirectly controlled by him prior to the consummation of the Qualified IPO or the Qualified Buyout Event of the Company, unless otherwise agreed by the Series D Redemption Parties; (6) The Actual Controller no longer devotes his full time and energy to the Group Companies, or there is any change of Control of the Group Companies (unless such change occurs due to the execution of the act-in-concert agreement for the IPO need); (7) Any material change occurs to the management personnel of the Company (including without limitation termination of the employment between the Actual Controller and the Group Company); (8) Any material change occurs to the Principal Business of the Group Companies, unless otherwise agreed by the Series D Redemption Parties; (9) Without the approval by the Board of the Group Company, the Group Company enters into a Related-party Transaction outside the ordinary course of business of the Group Company, or the Group Company provides guarantee for any Person other than the Subsidiaries indicated in the consolidated financial statements of the Company, and such Related-party Transaction or guarantee causes material issue fails to be resolved before adverse effect upon the benefits and interests of the Series D Redemption Parties; (10) The Company or the Domestic Company has a receiver/trustee take possession of all or substantially all of its assets, becomes bankrupt or is liquidated; (11) The Company terminates its listing plan in the listing process, and such termination occurs after the expiration of the Target IPO Period; (312) There The Company, the Domestic Company, or the Actual Controller is in a material breach by the Founder of any then-effective provisions of any agreements between with the Series A D Redemption Parties or their Affiliates Affiliates, and such breach fails to be cured within thirty (30) calendar days after the Series D Redemption Party delivers a written notice on the breach; (13) The Founder, which causes material adverse effect upon the normal operation of Domestic Company, or the Group Companies Company seriously violates any administrative or causes material losses to the benefits and interests criminal laws or regulations; (14) Any of the Series A E Redemption Parties; If the Events (as defined below), Series BC Redemption Events, Series A Redemption Parties request Events or Series Seed Redemption Events occur, to the Founder to redeem all or any part of the outstanding Series A Redeemed Shares, the Founder shall procure the Board of Directors of the Company to vote for extent that such redemption and execute all necessary legal instruments in connection with such redemptionevent is not listed under this Section 3.2(iv).

Redemption Event. Upon the occurrence of any of the following circumstances (each a “Series A F Redemption Event”; collectively the “Series A F Redemption Events”), each of the Series A Investors and Series A+ F Investors (each a “Series A F Redemption Party”; collectively the “Series A F Redemption Parties”) shall have the right to request the Company and/or the Founder (each a “Series F Repurchaser”; collectively the “Series F Repurchasers”) to redeem all or any of the outstanding Series A Preferred Shares and/or Series A+ F Preferred Shares held by such Series A F Redemption Parties (the “Series A Redeemed Shares”) and the total amount of the Series A Redemption Price (as defined below) shall be paid in full within one hundred twenty (120) Business Days after the Series A Redemption Parties deliver their request for redemption (the “Series A Redemption Right”):Parties: (1) Before the expiration of the Target IPO Period, the Company fails to have complete a registration statement filed to and accepted by the China Securities Regulatory Commission Qualified IPO or the overseas securities regulatory institution or fails to consummate a Qualified Buyout Event; (2) There is a material issue that prevents Within the Target IPO Period, after the investment bank or securities company engaged by the Company has notified the Company in writing that the Company has met the listing requirements, in which situation the Founder shall ensure that the Company shall convene the meetings of the Board and/or Shareholders (as applicable) as soon as possible after receipt of the written notice to review and approve the IPO-related matters, and if, although any Series F Redemption Party has agreed or voted for the IPO of the Company, the Founder (or the Founder Holdco, as applicable) votes against or abstains from consummating voting on the IPO of the Company absent justification, which results in the failure for the Company to consummate the IPO in a timely manner; (3) The Company fails to meet the listing requirements within the Target IPO Period, as evidenced by the failure for the Company to obtain the written notice issued by the investment bank or securities company engaged by the Company, stating that the Company has met the listing requirements; (4) The Actual Controller is being untrustworthy, especially when the Company has any off-the-book income without the knowledge of the Series F Redemption Parties; (5) The Actual Controller directly or indirectly disposes of in any manner (including, without limitation, transfer, gift, pledge, put in trust or custody) the shares of the Company directly held or indirectly controlled by him prior to the consummation of the Qualified IPO or the Qualified Buyout Event of the Company, unless otherwise agreed by the Series F Redemption Parties in writing; (6) The Actual Controller no longer devotes his full time and energy to the Group Companies, or there is any change of Control of the Group Companies (unless such change occurs due to the execution of an act-in-concert agreement for the IPO need); (7) Any material change occurs to the management personnel of the Group Company (including without limitation termination of the employment between the Actual Controller with the given Group Company); (8) Any material change occurs to the Principal Business of the Group Companies, unless otherwise agreed by the Series F Redemption Parties in writing; (9) Without the approval by the Board of the Group Company, any Group Company enters into a Related-party Transaction with its Affiliate outside the ordinary course of business of such Group Company, or any Group Company provides guarantee in favor of any Person other than the Subsidiaries indicated in the consolidated financial statements of the Company, and such Related-party Transaction or guarantee causes material adverse effect upon the benefits and interests of the Series F Redemption Parties; (10) The Company or the Domestic Company has a receiver/trustee take possession of all or substantially all of its assets, becomes bankrupt or is liquidated; (11) The Company terminates its listing plan in the process for application of an IPO, and such material issue fails to be resolved before termination occurs after the expiration of the Target IPO Period; (312) There The Company, the Domestic Company, or the Actual Controller is in a material breach by the Founder of any then-effective provisions of any agreements between with the Series A F Redemption Parties or their Affiliates Affiliates, and the such breach fails to be cured within thirty (30) calendar days after any Series F Redemption Party delivers a written notice requesting correction of such breach; (13) The Founder, which causes material adverse effect upon the normal operation of Domestic Company, or the Group Companies Company seriously violates any administrative or causes material losses to the benefits and interests criminal laws or regulations; and (14) Any of the Series A E Redemption Parties; If the Events, Series D Redemption Events, Series BC Redemption Events, Series A Redemption Parties request Events or Series Seed Redemption Events occur, to the Founder to redeem all or any part of the outstanding Series A Redeemed Shares, the Founder shall procure the Board of Directors of the Company to vote for extent that such redemption and execute all necessary legal instruments in connection with such redemptionevent is not listed under this Section 3.2(vi).

Redemption Event. Upon the occurrence of any of the following circumstances events (each a “Series A BC Redemption Event”; collectively the “Series A BC Redemption Events”), each of the Series A B Investors, Series B+ Investors and Series A+ C Investors (each a “Series A BC Redemption Party”; collectively the “Series A BC Redemption Parties”) shall have the right to request the Company and/or the Founder (each a “Series BC Repurchaser”; collectively the “Series BC Repurchasers”) to redeem all or any part of the outstanding Series A B Preferred Shares and/or Series A+ B+ Preferred Shares and/or Series C Preferred Shares held by such Series A BC Redemption Parties (the “Series A Redeemed Shares”) and the total amount of the Series A Redemption Price (as defined below) shall be paid in full within one hundred twenty (120) Business Days after the Series A Redemption Parties deliver their request for redemption (the “Series A Redemption Right”):Parties: (1) Before the expiration of the Target IPO Period, the Company fails to have complete a registration statement filed to and accepted by the China Securities Regulatory Commission Qualified IPO or the overseas securities regulatory institution or fails to consummate a Qualified Buyout Event; (2) There is a material issue that prevents Within the Target IPO Period, after the investment bank or securities company engaged by the Company from consummating has notified the Company in writing that the Company has met the listing requirements, in which situation the Founder shall ensure that the Company shall convene the meetings of the Board and/or Shareholders (as applicable) as soon as possible after receiving such written notice to review and approve the IPO-related matters, and if the Series BC Redemption Party has agreed or voted for the IPO of the Company, the Founder (or the Founder Holdco, as applicable) votes against or abstains from voting on the IPO of the Company absent justification, which results in the failure of the Company to launch the IPO in a timely manner; (3) The Company fails to meet the listing requirements within the Target IPO Period, as evidenced by the failure for the Company to receive any written notice issued by the investment bank or securities company engaged by the Company, stating that the Company has met the listing requirements; (4) The Actual Controller is being untrustworthy, especially when the Company has any off-the-book income without the knowledge of the Series BC Redemption Parties; (5) The Actual Controller directly or indirectly disposes of in any manner (including, without limitation, transfer, gift, pledge, put in trust or custody) any shares of the Company directly held or indirectly controlled by him prior to the consummation of the Qualified IPO or the Qualified Buyout Event of the Company, unless otherwise agreed by the Series BC Redemption Parties; (6) The Actual Controller no longer devotes his full time and energy to the Group Companies, or there is any change of Control of the Group Companies (unless such change occurs due to the execution of any act-in-concert agreement for the IPO need); (7) Any material change occurs to the management personnel of the Group Companies (including without limitation termination of the employment between the Actual Controller and the Group Company); (8) Any material change occurs to the Principal Business of the Group Companies, unless otherwise agreed by the Series BC Redemption Parties; (9) Without the approval by the Board of the Group Company, the Group Company enters into a Related-party Transaction outside the ordinary course of business of the Group Company, or the Group Company provides guarantee for any Person other than the Subsidiaries indicated in the consolidated financial statements of the Company, and such Related-party Transaction or guarantee causes material issue fails to be resolved before adverse effect upon the benefits and interests of the Series BC Redemption Parties; (10) The Company or the Domestic Company has a receiver/trustee take possession of all or substantially all of its assets, becomes bankrupt or is liquidated; (11) The Company terminates its listing plan during the listing process, and such termination occurs after the expiration of the Target IPO Period; (312) There The Company, the Domestic Company, or the Actual Controller is in a material breach by the Founder of any then-effective provisions of any agreements between with the Series A BC Redemption Parties or their Affiliates Affiliates, and such breach fails to be cured within thirty (30) calendar days after the Series BC Redemption Party delivers a written notice on the breach; (13) The Founder, which causes material adverse effect upon the normal operation of the Group Companies Domestic Company, or causes material losses to the benefits and interests of the Series A Redemption Parties; If the Series A Redemption Parties request the Founder to redeem all or any part of the outstanding Series A Redeemed Shares, the Founder shall procure the Board of Directors of the Company to vote for such redemption and execute all necessary legal instruments in connection with such redemptionseriously violates any administrative or criminal laws or regulations.

Redemption Event. Upon the occurrence of any of the following circumstances (each a “Series A E Redemption Event”; collectively the “Series A E Redemption Events”), each of the Series A Investors and Series A+ E Investors (each a “Series A E Redemption Party”; collectively the “Series A E Redemption Parties”) shall have the right to request the Company and/or the Founder (each a “Series E Repurchaser”; collectively the “Series E Repurchasers”) to redeem all or any of the outstanding Series A Preferred Shares and/or Series A+ E Preferred Shares held by such Series A E Redemption Parties (the “Series A Redeemed Shares”) and the total amount of the Series A Redemption Price (as defined below) shall be paid in full within one hundred twenty (120) Business Days after the Series A Redemption Parties deliver their request for redemption (the “Series A Redemption Right”):Parties: (1) Before the expiration of the Target IPO Period, the Company fails to have complete a registration statement filed to and accepted by the China Securities Regulatory Commission Qualified IPO or the overseas securities regulatory institution or fails to consummate a Qualified Buyout Event; (2) There is a material issue that prevents Within the Target IPO Period, after the investment bank or securities company engaged by the Company from consummating has notified the Company in writing that the Company has met the listing requirements, in which situation the Founder shall ensure that the Company shall convene the meetings of the Board and/or Shareholders (as applicable) as soon as possible after receipt of the written notice to review and approve the IPO-related matters, and if any Series E Redemption Party has agreed or voted for the IPO of the Company, the Founder (or the Founder Holdco, as applicable) votes against or abstains from voting on the IPO of the Company absent justification, which results in the failure for the Company to launch the IPO in a timely manner; (3) The Company fails to meet the listing requirements within the Target IPO Period, as evidenced by the failure for the Company to obtain the written notice issued by the investment bank or securities company engaged by the Company, stating that the Company has met the listing requirements; (4) The Actual Controller is being untrustworthy, especially when the Company has any off-the-book income without the knowledge of the Series E Redemption Parties; (5) The Actual Controller directly or indirectly disposes of in any manner (including, without limitation, transfer, gift, pledge, put in trust or custody) the shares of the Company directly held or indirectly controlled by him prior to the consummation of the Qualified IPO or the Qualified Buyout Event of the Company, unless otherwise agreed by the Series E Redemption Parties in writing; (6) The Actual Controller no longer devotes his full time and energy to the Group Companies, or there is any change of Control of the Group Companies (unless such change occurs due to the execution of the act-in-concert agreement for the IPO need); (7) Any material change occurs to the management personnel of the Group Company (including without limitation termination of the employment between the Actual Controller with the Group Company); (8) Any material change occurs to the Principal Business of the Group Companies, unless otherwise agreed by the Series E Redemption Parties in writing; (9) Without the approval by the Board of the Group Company, any Group Company enters into a Related-party Transaction with its Affiliate outside the ordinary course of business of such Group Company, or any Group Company provides guarantee for any Person other than the Subsidiaries indicated in the consolidated financial statements of the Company, and such Related-party Transaction or guarantee causes material issue fails to be resolved before adverse effect upon the benefits and interests of the Series E Redemption Parties; (10) The Company or the Domestic Company has a receiver/trustee take possession of all or substantially all of its assets, becomes bankrupt or is liquidated; (11) The Company terminates its listing plan in the listing process, and such termination occurs after the expiration of the Target IPO Period; (312) There The Company, the Domestic Company, or the Actual Controller is in a material breach by the Founder of any then-effective provisions of any agreements between with the Series A E Redemption Parties or their Affiliates Affiliates, and such breach fails to be cured within thirty (30) calendar days after any Series E Redemption Party delivers a written notice on the breach; (13) The Founder, which causes material adverse effect upon the normal operation of Domestic Company, or the Group Companies Company seriously violates any administrative or causes material losses to the benefits and interests criminal laws or regulations; (14) Any of the Series A D Redemption Parties; If the Events, Series BC Redemption Events, Series A Redemption Parties request Events or Series Seed Redemption Events occur, to the Founder to redeem all or any part of the outstanding Series A Redeemed Shares, the Founder shall procure the Board of Directors of the Company to vote for extent that such redemption and execute all necessary legal instruments in connection with such redemptionevent is not listed under this Section 3.2(v).

Redemption Event. (a) Upon the occurrence of any of the following circumstances (a Redemption Event each a “Series A Redemption Event”; collectively the “Series A Redemption Events”), each of the Series A Investors and Series A+ Investors (each a “Series A Redemption Party”; collectively the “Series A Redemption Parties”) Holder shall have the right to request require that the Company and/or the Founder repurchase all or any portion of such Holder's Notes (equal to redeem all $1,000 or any integral multiple thereof) at a repurchase price in cash equal to 100% of the outstanding Series A Preferred Shares and/or Series A+ Preferred Shares held by such Series A Redemption Parties principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (the “Series A Redeemed Shares”) and the total amount of the Series A "Redemption Price (as defined below) shall be paid Date"), in full within one hundred twenty (120) Business Days after the Series A Redemption Parties deliver their request for redemption (the “Series A Redemption Right”):accordance with Section 4.3(b). (1b) Before the expiration of the Target IPO PeriodWithin five days following any Redemption Event, the Company fails shall mail a notice to have each Holder stating: (i) that a registration statement filed Redemption Event has occurred and that such Holder has the right to require the Company to redeem such Holder's Notes at a repurchase price in cash equal to 100% of the principal amount thereof plus accrued and accepted by unpaid interest, if any, to the China Securities Regulatory Commission or date of repurchase; (ii) the overseas securities regulatory institution or fails to consummate a Qualified Buyout circumstance and relevant facts regarding such Redemption Event; (2iii) There the Redemption Date (which shall be no earlier than five days nor later than ten days from the date such notice is a material issue that prevents mailed); and (iv) the instructions determined by the Company from consummating consistent with this Section, that a Holder must follow in order to have its Notes repurchased. (c) Holders electing to have a Note or Notes repurchased will be required to surrender such Note or Notes, with an appropriate form duly completed, to the IPOCompany at the address specified in the notice at least two Business Days prior to the Redemption Date. Holders will be entitled to withdraw their election if the Company receives not later than three Business Days prior to the Redemption Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for redemption by the Holder and a statement that such Holder is withdrawing his election to have such Note redeemed. (d) On the Redemption Date, all Notes redeemed by the Company under this Section shall be delivered to the Company for cancellation, and such material issue fails to be resolved before the expiration of Company shall pay the Target IPO Period; (3) There is a breach by the Founder of any then-effective provisions of any agreements between the Series A Redemption Parties or their Affiliates redemption price plus accrued and the Founderunpaid interest, which causes material adverse effect upon the normal operation of the Group Companies or causes material losses if any, to the benefits and interests of the Series A Redemption Parties; If the Series A Redemption Parties request the Founder to redeem all or any part of the outstanding Series A Redeemed Shares, the Founder shall procure the Board of Directors of the Company to vote for such redemption and execute all necessary legal instruments in connection with such redemptionHolders entitled thereto.

Redemption Event. Upon the occurrence of any of the following circumstances (each a “Series A D Redemption Event”; collectively the “Series A D Redemption Events”), each of the Series A Investors and Series A+ D Investors (each a “Series A D Redemption Party”; collectively the “Series A D Redemption Parties”) shall have the right to request the Company and/or the Founder (each a “Series D Repurchaser”; collectively the “Series D Repurchasers”) to redeem all or any of the outstanding Series A Preferred Shares and/or Series A+ D Preferred Shares held by such Series A D Redemption Parties (the “Series A Redeemed Shares”) and the total amount of the Series A Redemption Price (as defined below) shall be paid in full within one hundred twenty (120) Business Days after the Series A Redemption Parties deliver their request for redemption (the “Series A Redemption Right”):Parties: (1) Before the expiration of the Target IPO Period, the Company fails to have complete a registration statement filed to and accepted by the China Securities Regulatory Commission Qualified IPO or the overseas securities regulatory institution or fails to consummate a Qualified Buyout Event; (2) There is a material issue that prevents Within the Target IPO Period, after the investment bank or securities company engaged by the Company from consummating has notified the Company in writing that the Company has met the listing requirements, in which situation the Founder shall ensure that the Company shall convene the meetings of the Board and/or Shareholders (as applicable) as soon as possible after receipt of the written notice to review and approve the IPO-related matters, and if the Series D Redemption Party has agreed or voted for the IPO of the Company, the Founder (or the Founder Holdco, as applicable) votes against or abstains from voting on the IPO of the Company absent justification, resulting in the failure for the Company to launch the IPO in a timely manner; (3) The Company fails to meet the listing requirements within the Target IPO Period, as evidenced by the failure for the Company to obtain the written notice issued by the investment bank or securities company engaged by the Company, stating that the Company has met the listing requirements; (4) The Actual Controller is being untrustworthy, especially when the Company has any off-the-book income without the knowledge of the Series D Redemption Parties; (5) The Actual Controller directly or indirectly disposes of in any manner (including, without limitation, transfer, gift, pledge, put in trust or custody) the shares of the Company directly held or indirectly controlled by him prior to the consummation of the Qualified IPO or the Qualified Buyout Event of the Company, unless otherwise agreed by the Series D Redemption Parties; (6) The Actual Controller no longer devotes his full time and energy to the Group Companies, or there is any change of Control of the Group Companies (unless such change occurs due to the execution of the act-in-concert agreement for the IPO need); (7) Any material change occurs to the management personnel of the Company (including without limitation termination of the employment between the Actual Controller and the Group Company); (8) Any material change occurs to the Principal Business of the Group Companies, unless otherwise agreed by the Series D Redemption Parties; (9) Without the approval by the Board of the Group Company, the Group Company enters into a Related-party Transaction outside the ordinary course of business of the Group Company, or the Group Company provides guarantee for any Person other than the Subsidiaries indicated in the consolidated financial statements of the Company, and such Related-party Transaction or guarantee causes material issue fails to be resolved before adverse effect upon the benefits and interests of the Series D Redemption Parties; (10) The Company or the Domestic Company has a receiver/trustee take possession of all or substantially all of its assets, becomes bankrupt or is liquidated; (11) The Company terminates its listing plan in the listing process, and such termination occurs after the expiration of the Target IPO Period; (312) There The Company, the Domestic Company, or the Actual Controller is in a material breach by the Founder of any then-effective provisions of any agreements between with the Series A D Redemption Parties or their Affiliates Affiliates, and such breach fails to be cured within thirty (30) calendar days after the Series D Redemption Party delivers a written notice on the breach; (13) The Founder, which causes material adverse effect upon the normal operation of the Group Companies Domestic Company, or causes material losses to the benefits and interests of the Series A Redemption Parties; If the Series A Redemption Parties request the Founder to redeem all or any part of the outstanding Series A Redeemed Shares, the Founder shall procure the Board of Directors of the Company to vote for such redemption and execute all necessary legal instruments in connection with such redemption.seriously violates any administrative or criminal laws or regulations;

Redemption Event. Upon In case of (A) any reclassification of the occurrence Common Stock, (B) any Change of Control (as such term is defined in the Purchase Agreement), (C) any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property or (D) (i) the Company's notice to any Registered Owner of the Warrant Shares, including by way of public announcement, at any time, of its intention, for any reason, not to comply with proper requests for the exercise of any such Warrant Shares or (ii) the Company's refusal to honor a duly executed Warrant Exercise Form delivered pursuant to Section 5(a) hereof (clauses (A) through (D) above are referred to as a "Redemption Event"), in the case of (A), (B) or (C), the Registered Owner shall have the right thereafter to convert the Warrant for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event, and the Registered Owner shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the following circumstances (each a “Series A Redemption Event”; collectively the “Series A Redemption Events”), each Common Stock of the Series A Investors and Series A+ Investors Company into which the Warrant could have been converted immediately prior to such Redemption Event (each without taking into account any limitations or restrictions on the convertibility of the Securities) would have been entitled; provided, however, that in the case of a “Series A Redemption Party”; collectively transaction specified in (B) in which holders of the “Series A Redemption Parties”) Company's Common Stock receive cash, if the Registered Owners are unable to sell the Company's Common Stock pursuant to an effective registration statement, the Registered Owners shall have the right to request convert the Warrant Shares for such number of shares of the surviving company equal to the amount of cash into which the Warrant is convertible divided by the fair market value of the shares of the surviving company on the effective date of the merger; provided, further, that in the case of an event specified in (D), the Registered Owner shall have the option to require the Company and/or to redeem, from funds legally available therefor at the Founder time of such redemption, its shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such Registered Owner's Warrants at a price per share equal to redeem all the product of (i) the average Per Share Market Value for the five Trading Days immediately preceding (1) the effective date, the date of the outstanding Series A Preferred Shares and/or Series A+ Preferred Shares held by such Series A Redemption Parties (closing, date of occurrence or the “Series A Redeemed Shares”) and the total amount date of the Series A announcement, as the case may be, of the Redemption Price Event triggering such redemption right or (as defined below2) the date of payment in full by the Company of the redemption price hereunder, whichever is greater, and (ii) the number of shares of Common Stock of the Company into which the Warrant could have been converted immediately prior to such Redemption Event. The entire redemption price shall be paid in full within one hundred twenty cash. In the case of (120A), (B) Business Days after the Series A Redemption Parties deliver their request for redemption and (the “Series A Redemption Right”): (1) Before the expiration of the Target IPO PeriodC), the Company fails to have a registration statement filed to and accepted by the China Securities Regulatory Commission or the overseas securities regulatory institution or fails to consummate a Qualified Buyout Event; (2) There is a material issue that prevents the Company from consummating the IPO, and such material issue fails to be resolved before the expiration of the Target IPO Period; (3) There is a breach by the Founder terms of any then-effective provisions of any agreements between the Series A such Redemption Parties or their Affiliates and the Founder, which causes material adverse effect upon the normal operation of the Group Companies or causes material losses Event shall include such terms so as to continue to give to the benefits and interests of Registered Owner the Series A right to receive the securities, cash or property set forth in this Section 6(f) upon any conversion or redemption following such Redemption Parties; If the Series A Event. This provision shall similarly apply to successive Redemption Parties request the Founder to redeem all or any part of the outstanding Series A Redeemed Shares, the Founder shall procure the Board of Directors of the Company to vote for such redemption and execute all necessary legal instruments in connection with such redemptionEvents.

Redemption Event. Upon (A) The PIC Interest shall be fully redeemed by the occurrence Partnership in the manner provided in Section 2 below in the event that a PIC Redemption Notice is --------- duly given to BPLLC or any other Person who is then the managing partner of the Partnership (the "MANAGING PARTNER") in accordance with subsection (b) below or a Partnership Redemption -------------- Notice is duly given to PIC by BPLLC or Holdings LLC (on behalf of the Partnership) in accordance with subsection (c) below. -------------- (B) At any time after the date hereof, PIC may elect to have the PIC Interest fully redeemed by the Partnership in accordance with Section 2 below by --------- giving written notice (a "PIC REDEMPTION NOTICE") to the Managing Partner stating that PIC is electing to have the PIC Interest fully redeemed pursuant to this Agreement; provided that, notwithstanding the foregoing, PIC's right to -------- ---- give a PIC Redemption Notice and to be redeemed at its election shall be suspended during any period of time while there exists an Investment Loan Borrower Credit Event (as defined in Exhibit A attached hereto). A PIC --------- Redemption Notice shall only be effective if simultaneously with the giving of such notice (x) PIC delivers a similar notice with respect to the Redemption Agreement of even date herewith to which PIC and Embarcadero Center Associates are parties, (y) The Prudential Insurance Company of America delivers a similar notice with respect to the Redemption Agreements of even date herewith to which it is a party with Three Embarcadero Center Venture and Four Embarcadero Center Venture, respectively (such similar notices of PIC and Prudential, the "CORRESPONDING NOTICES"), and (z) each Corresponding Notice specifies the same Redemption Date as is specified in the PIC Redemption Notice. (C) At any time on or after the date which is five (5) business days prior to the date which is ninety (90) days after the date hereof (i.e., such ---- that the Redemption Date selected by BPLLC or Holdings LLC shall not occur prior to the date which is ninety (90) days after the date hereof), either BPLLC or Holdings LLC may elect to have the Partnership fully redeem the PIC Interest in accordance with Section 2 below by giving written notice (the "PARTNERSHIP --------- REDEMPTION NOTICE") to PIC stating that the Partnership is electing to have the PIC Interest fully redeemed pursuant to this Agreement; provided that, -------- ---- notwithstanding the foregoing, BPLLC's and Holding LLC's right to give a Partnership Redemption Notice and to cause the Partnership to redeem the PIC Interest at either of their elections shall be suspended during any period of time while any of the Investment Notes have been accelerated and such acceleration has not been rescinded by the holder(s) of such Investment Notes. (D) As used herein, the following circumstances (each a “Series A Redemption Event”; collectively the “Series A Redemption Events”), each of the Series A Investors and Series A+ Investors (each a “Series A Redemption Party”; collectively the “Series A Redemption Parties”) terms shall have the right to request the Company and/or the Founder to redeem all of the outstanding Series A Preferred Shares and/or Series A+ Preferred Shares held by such Series A Redemption Parties (the “Series A Redeemed Shares”) and the total amount of the Series A Redemption Price (as defined below) shall be paid in full within one hundred twenty (120) Business Days after the Series A Redemption Parties deliver their request for redemption (the “Series A Redemption Right”): (1) Before the expiration of the Target IPO Period, the Company fails to have a registration statement filed to and accepted by the China Securities Regulatory Commission or the overseas securities regulatory institution or fails to consummate a Qualified Buyout Event; (2) There is a material issue that prevents the Company from consummating the IPO, and such material issue fails to be resolved before the expiration of the Target IPO Period; (3) There is a breach by the Founder of any then-effective provisions of any agreements between the Series A Redemption Parties or their Affiliates and the Founder, which causes material adverse effect upon the normal operation of the Group Companies or causes material losses to the benefits and interests of the Series A Redemption Parties; If the Series A Redemption Parties request the Founder to redeem all or any part of the outstanding Series A Redeemed Shares, the Founder shall procure the Board of Directors of the Company to vote for such redemption and execute all necessary legal instruments in connection with such redemption.following meanings:

Redemption Event. Upon In case of (A) any reclassification of the occurrence Common Stock, (B) any Change of Control Transaction, (C) any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property or (D) (i) the Company's notice to any Holder of the Preferred Stock, including by way of public announcement, at any time, of its intention, for any reason, not to comply with proper requests for the conversion of any shares of the following circumstances Preferred Stock or (each ii) the Company's refusal to honor a “Series A duly executed Conversion Notice delivered pursuant to Section 5 hereof (clauses (A) through (D) above are referred to as a "Redemption Event”; collectively the “Series A Redemption Events”"), each in the case of (A), (B) and (C), the Holders shall have the right thereafter to convert the shares of Preferred Stock for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event, and the Holders shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Series A Investors and Series A+ Investors Common Stock of the Company into which the shares of Preferred Stock could have been converted immediately prior to such Redemption Event (each without taking into account any limitations or restrictions on the convertibility of the Securities) would have been entitled; provided, however, that in the case of a “Series A Redemption Party”; collectively transaction specified in (B) in which holders of the “Series A Redemption Parties”) Company's Common Stock receive cash, the Holders shall have the right to request convert the shares of Preferred Stock for such number of shares of the surviving company equal to the amount of cash into which the shares of Preferred Stock are convertible divided by the fair market value of the shares of the surviving company on the effective date of the merger; provided, further, that in the case of an event specified in (D), the Holders shall have the option to require the Company and/or to redeem, from funds legally available therefor at the Founder time of such redemption, its shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such Holder's Preferred Stock at a price per share equal to redeem all the product of (i) the average Per Share Market Value for the five Trading Days immediately preceding (1) the effective date, the date of the outstanding Series A Preferred Shares and/or Series A+ Preferred Shares held by such Series A Redemption Parties (closing, date of occurrence or the “Series A Redeemed Shares”) and the total amount date of the Series A announcement, as the case may be, of the Redemption Price Event triggering such redemption right or (2) the date of payment in full by the Company of the redemption price hereunder, whichever is greater, and (ii) the Conversion Ratio calculated on the effective date, the date of the closing, date of occurrence or the date of the announcement, as defined below) the case may be or, at the option of the Holder, on the date of submission of a Redemption Notice. The entire redemption price shall be paid in full within one hundred twenty cash, and the terms of payment of such redemption price shall be subject to the provisions set forth in Section 9(b). In the case of (120A), (B) Business Days after the Series A Redemption Parties deliver their request for redemption and (the “Series A Redemption Right”): (1) Before the expiration of the Target IPO PeriodC), the Company fails to have a registration statement filed to and accepted by the China Securities Regulatory Commission or the overseas securities regulatory institution or fails to consummate a Qualified Buyout Event; (2) There is a material issue that prevents the Company from consummating the IPO, and such material issue fails to be resolved before the expiration of the Target IPO Period; (3) There is a breach by the Founder terms of any then-effective provisions of any agreements between the Series A such Redemption Parties or their Affiliates and the Founder, which causes material adverse effect upon the normal operation of the Group Companies or causes material losses Event shall include such terms so as to continue to give to the benefits and interests of Holders the Series A right to receive the securities, cash or property set forth in this Section 7(f) upon any conversion or redemption following such Redemption Parties; If the Series A Event. This provision shall similarly apply to successive Redemption Parties request the Founder to redeem all or any part of the outstanding Series A Redeemed Shares, the Founder shall procure the Board of Directors of the Company to vote for such redemption and execute all necessary legal instruments in connection with such redemptionEvents.

Redemption Event. 19.1.1 Upon the occurrence of any of the following circumstances event: (each 1) the Company fails to file the application for the Qualified IPO, or does not agree to the Qualified IPO, or 100% of its equity interest fails to be acquired by a third party before the [***] anniversary of the Closing Date, (2) any of the Founding Shareholders or the Company materially breaches any of the Transaction Documents or materially breaches any Applicable Laws which cause the Material Adverse Effect to the Company, or the Company is unable to perform a qualified IPO; or (3) once any other equity interest held by other Investors become redeemable and such Investors have made the redemption requests to the Company and/or [***], as requested by any Series A+ Investor (“Series A A+ Redemption Event”; collectively the “Series A Redemption EventsRight”), each the Company and/or [***] shall redeem all or a portion of the then equity interest of the Series A+ Investor at the applicable Redemption Price. For the avoidance of doubt, the foregoing redemption obligations of [***] hereunder shall only be limited to the equity securities held by them in the Company. 19.1.2 Upon occurrence of any of the following event: (1) the Company fails to file the application for the Qualified IPO or does not agree to the Qualified IPO, or 100% of its equity interest fails to be acquired by a third party before the [***] anniversary of the Series A closing date, or (2) any of the Founding Shareholders or the Company materially breaches any of the Transaction Documents or materially breaches any applicable laws which cause the material adverse effect to the Company, or the Company is unable to perform a qualified IPO; or (3) once any other equity interest held by other Investors become redeemable and Series A+ such Investors (each a “have made the redemption requests to the Company and [***], as requested by the any Series A Redemption Party”; collectively the “Series A Redemption Parties”) shall have the right to request the Company and/or the Founder to redeem all of the outstanding Series A Preferred Shares and/or Series A+ Preferred Shares held by such Series A Redemption Parties Investor (the “Series A Redeemed Shares”) and the total amount of the Series A Redemption Price (as defined below) shall be paid in full within one hundred twenty (120) Business Days after the Series A Redemption Parties deliver their request for redemption (the “Series A Redemption Right”): (1) Before , together with the expiration of Series A+ redemption right, the Target IPO Period“Redemption Right”), the Company fails to have and/or [***] shall redeem all or a registration statement filed to and accepted by the China Securities Regulatory Commission or the overseas securities regulatory institution or fails to consummate a Qualified Buyout Event; (2) There is a material issue that prevents the Company from consummating the IPO, and such material issue fails to be resolved before the expiration portion of the Target IPO Period; (3) There is a breach by the Founder of any then-effective provisions of any agreements between the Series A Redemption Parties or their Affiliates and the Founder, which causes material adverse effect upon the normal operation of the Group Companies or causes material losses to the benefits and interests then equity interest of the Series A Investors at the applicable Redemption Parties; If Price. For the Series A Redemption Parties request the Founder to redeem all or any part avoidance of the outstanding Series A Redeemed Sharesdoubt, the Founder foregoing redemption obligations of [***] hereunder shall procure only be limited to the Board of Directors of equity securities held by them in the Company to vote for such redemption and execute all necessary legal instruments in connection with such redemptionCompany.

Redemption Event. Upon (A) The PIC Interest shall be fully redeemed by the occurrence Partnership in the manner provided in Section 2 below in the event that a PIC Redemption Notice is --------- duly given to BPLLC or any other Person who is then the managing partner of the Partnership (the "MANAGING PARTNER") in accordance with subsection (b) below or a Partnership -------------- Redemption Notice is duly given to PIC by BPLLC or Holdings LLC (on behalf of the Partnership) in accordance with subsection (c) below. -------------- (B) At any time after the date hereof, PIC may elect to have the PIC Interest fully redeemed by the Partnership in accordance with Section 2 below by --------- giving written notice (a "PIC REDEMPTION NOTICE") to the Managing Partner stating that PIC is electing to have the PIC Interest fully redeemed pursuant to this Agreement; provided that, notwithstanding the foregoing, PIC's right to -------- ---- give a PIC Redemption Notice and to be redeemed at its election shall be suspended during any period of time while there exists an Investment Loan Borrower Credit Event (as defined in Exhibit A attached hereto). A PIC --------- Redemption Notice shall only be effective if simultaneously with the giving of such notice (x) PIC delivers a similar notice with respect to the Redemption Agreement of even date herewith to which PIC and One Embarcadero Center Venture are parties, (y) The Prudential Insurance Company of America delivers a similar notice with respect to the Redemption Agreements of even date herewith to which it is a party with Three Embarcadero Center Venture and Four Embarcadero Center Venture, respectively (such similar notices of PIC and Prudential, the "CORRESPONDING NOTICES"), and (z) each Corresponding Notice specifies the same Redemption Date as is specified in the PIC Redemption Notice. (C) At any time on or after the date which is five (5) business days prior to the date which is ninety (90) days after the date hereof (i.e., such ---- that the Redemption Date selected by BPLLC or Holdings LLC shall not occur prior to the date which is ninety (90) days after the date hereof), either BPLLC or Holdings LLC may elect to have the Partnership fully redeem the PIC Interest in accordance with Section 2 below by giving written notice (the "PARTNERSHIP --------- REDEMPTION NOTICE") to PIC stating that the Partnership is electing to have the PIC Interest fully redeemed pursuant to this Agreement; provided that, -------- ---- notwithstanding the foregoing, BPLLC's and Holding LLC's right to give a Partnership Redemption Notice and to cause the Partnership to redeem the PIC Interest at either of their elections shall be suspended during any period of time while any of the Investment Notes have been accelerated and such acceleration has not been rescinded by the holder(s) of such Investment Notes. (D) As used herein, the following circumstances (each a “Series A Redemption Event”; collectively the “Series A Redemption Events”), each of the Series A Investors and Series A+ Investors (each a “Series A Redemption Party”; collectively the “Series A Redemption Parties”) terms shall have the right to request the Company and/or the Founder to redeem all of the outstanding Series A Preferred Shares and/or Series A+ Preferred Shares held by such Series A Redemption Parties (the “Series A Redeemed Shares”) and the total amount of the Series A Redemption Price (as defined below) shall be paid in full within one hundred twenty (120) Business Days after the Series A Redemption Parties deliver their request for redemption (the “Series A Redemption Right”): (1) Before the expiration of the Target IPO Period, the Company fails to have a registration statement filed to and accepted by the China Securities Regulatory Commission or the overseas securities regulatory institution or fails to consummate a Qualified Buyout Event; (2) There is a material issue that prevents the Company from consummating the IPO, and such material issue fails to be resolved before the expiration of the Target IPO Period; (3) There is a breach by the Founder of any then-effective provisions of any agreements between the Series A Redemption Parties or their Affiliates and the Founder, which causes material adverse effect upon the normal operation of the Group Companies or causes material losses to the benefits and interests of the Series A Redemption Parties; If the Series A Redemption Parties request the Founder to redeem all or any part of the outstanding Series A Redeemed Shares, the Founder shall procure the Board of Directors of the Company to vote for such redemption and execute all necessary legal instruments in connection with such redemption.following meanings:

Redemption Event. Upon the occurrence of any of the following circumstances (each a “Series A E Redemption Event”; collectively the “Series A E Redemption Events”), each of the Series A Investors and Series A+ E Investors (each a “Series A E Redemption Party”; collectively the “Series A E Redemption Parties”) shall have the right to request the Company and/or the Founder (each a “Series E Repurchaser”; collectively the “Series E Repurchasers”) to redeem all or any of the outstanding Series A Preferred Shares and/or Series A+ E Preferred Shares held by such Series A E Redemption Parties (the “Series A Redeemed Shares”) and the total amount of the Series A Redemption Price (as defined below) shall be paid in full within one hundred twenty (120) Business Days after the Series A Redemption Parties deliver their request for redemption (the “Series A Redemption Right”):Parties: (1) Before the expiration of the Target IPO Period, the Company fails to have complete a registration statement filed to and accepted by the China Securities Regulatory Commission Qualified IPO or the overseas securities regulatory institution or fails to consummate a Qualified Buyout Event; (2) There is a material issue that prevents Within the Target IPO Period, after the investment bank or securities company engaged by the Company from consummating has notified the Company in writing that the Company has met the listing requirements, in which situation the Founder shall ensure that the Company shall convene the meetings of the Board and/or Shareholders (as applicable) as soon as possible after receipt of the written notice to review and approve the IPO-related matters, and if any Series E Redemption Party has agreed or voted for the IPO of the Company, the Founder (or the Founder Holdco, as applicable) votes against or abstains from voting on the IPO of the Company absent justification, which results in the failure for the Company to launch the IPO in a timely manner; (3) The Company fails to meet the listing requirements within the Target IPO Period, as evidenced by the failure for the Company to obtain the written notice issued by the investment bank or securities company engaged by the Company, stating that the Company has met the listing requirements; (4) The Actual Controller is being untrustworthy, especially when the Company has any off-the-book income without the knowledge of the Series E Redemption Parties; (5) The Actual Controller directly or indirectly disposes of in any manner (including, without limitation, transfer, gift, pledge, put in trust or custody) the shares of the Company directly held or indirectly controlled by him prior to the consummation of the Qualified IPO or the Qualified Buyout Event of the Company, unless otherwise agreed by the Series E Redemption Parties in writing; (6) The Actual Controller no longer devotes his full time and energy to the Group Companies, or there is any change of Control of the Group Companies (unless such change occurs due to the execution of the act-in-concert agreement for the IPO need); (7) Any material change occurs to the management personnel of the Group Company (including without limitation termination of the employment between the Actual Controller with the Group Company); (8) Any material change occurs to the Principal Business of the Group Companies, unless otherwise agreed by the Series E Redemption Parties in writing; (9) Without the approval by the Board of the Group Company, any Group Company enters into a Related-party Transaction with its Affiliate outside the ordinary course of business of such Group Company, or any Group Company provides guarantee for any Person other than the Subsidiaries indicated in the consolidated financial statements of the Company, and such Related-party Transaction or guarantee causes material issue fails to be resolved before adverse effect upon the benefits and interests of the Series E Redemption Parties; (10) The Company or the Domestic Company has a receiver/trustee take possession of all or substantially all of its assets, becomes bankrupt or is liquidated; (11) The Company terminates its listing plan in the listing process, and such termination occurs after the expiration of the Target IPO Period; (312) There The Company, the Domestic Company, or the Actual Controller is in a material breach by the Founder of any then-effective provisions of any agreements between with the Series A E Redemption Parties or their Affiliates Affiliates, and such breach fails to be cured within thirty (30) calendar days after any Series E Redemption Party delivers a written notice on the breach; (13) The Founder, which causes material adverse effect upon the normal operation of the Group Companies Domestic Company, or causes material losses to the benefits and interests of the Series A Redemption Parties; If the Series A Redemption Parties request the Founder to redeem all or any part of the outstanding Series A Redeemed Shares, the Founder shall procure the Board of Directors of the Company to vote for such redemption and execute all necessary legal instruments in connection with such redemption.seriously violates any administrative or criminal laws or regulations;

Redemption Event. Upon In case of (A) any reclassification of the occurrence Common Stock, excluding a reclassification intended primarily to effect a reduction in par value, (B) any Change of Control Transaction, (C) any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, (D) the Company's notice to any Holder, including by way of public announcement, at any time, of its intention, for any reason, not to comply with proper requests for the conversion of any shares of Preferred Stock into shares of Common Stock or (E) a breach by the Company of any representation, warranty, covenant or other term or condition of the following circumstances Purchase Agreement, the Registration Rights Agreement, this Certificate of Designation or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated thereby or hereby, except to the extent that such breach would not have a Material Adverse Effect (each as defined in Section 2.1(a) of the Purchase Agreement) and except, in the case of a “Series A breach of a covenant which is curable, only if such breach continues for a period of at least ten days after the Company knows or reasonably should have known of the existence of such breach (clauses (A) through (E) above are referred to as a "Redemption Event”; collectively the “Series A Redemption Events”"), each in the case of (A), (B) and (C), the Holders shall have the right thereafter to convert the shares of Preferred Stock for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event, and the Holders shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Series A Investors and Series A+ Investors Common Stock of the Company into which the shares of Preferred Stock could have been converted immediately prior to such Redemption Event (each without taking into account any limitations or restrictions on the convertibility of the Preferred Stock) would have been entitled; provided, however, that in the case of a “Series A Redemption Party”; collectively transaction specified in (B) in which holders of the “Series A Redemption Parties”) Company's Common Stock receive cash, the Holders shall have the right to request convert the shares of Preferred Stock for such number of shares of the surviving company equal to the amount of cash into which the shares of Preferred Stock are convertible divided by the fair market value of the shares of the surviving company on the effective date of the merger; provided, further, that on and after the date of any Redemption Event, the Company and/or may elect, at the Founder Company's sole option, either to (A) redeem, from funds legally available therefor at the time of such redemption, its shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such Holder's Preferred Stock (without taking into account any limitations or restrictions on the convertibility of the Preferred Stock) at a price per share equal to the product of (i) the Average Per Share Market Value immediately preceding (1) the effective date, the date of the closing, date of occurrence or the date of the announcement, as the case may be, of the Redemption Event triggering such redemption right or (2) the date of payment in full by the Company of the redemption price hereunder, whichever is greater, and (ii) the Conversion Ratio calculated on the effective date, the date of the closing, date of occurrence or the date of the announcement, as the case may be or, at the option of the Holder, on the date of submission of a Redemption Notice, or (B) convert such Holder's Preferred Stock pursuant to Section 9. If the C▇▇▇▇▇▇ elects to redeem all of the outstanding Series A Preferred Shares and/or Series A+ Preferred Shares held by such Series A Redemption Parties (Stock, the “Series A Redeemed Shares”) and the total amount of the Series A Redemption Price (as defined below) entire redemption price shall be paid in full within one hundred twenty cash, and the terms of payment of such redemption price shall be subject to the provisions set forth in Section 9(b). In the case of (120A), (B) Business Days after and (C), the Series A terms of any such Redemption Parties deliver their request for Event shall include such terms so as to continue to give to the Holders the right to receive the securities, cash or property set forth in this Section 7(f) upon any conversion or redemption (the “Series A following such Redemption Right”):Event. This provision shall similarly apply to successive Redemption Events. (12. Section 9(a) Before the expiration of the Target IPO Period, the Company fails Certificate of Designation shall be modified to have a registration statement filed to and accepted by the China Securities Regulatory Commission or the overseas securities regulatory institution or fails to consummate a Qualified Buyout Event; (2) There is a material issue that prevents the Company from consummating the IPO, and such material issue fails to be resolved before the expiration of the Target IPO Period; (3) There is a breach by the Founder of any then-effective provisions of any agreements between the Series A Redemption Parties or their Affiliates and the Founder, which causes material adverse effect upon the normal operation of the Group Companies or causes material losses to the benefits and interests of the Series A Redemption Parties; If the Series A Redemption Parties request the Founder to redeem all or any part of the outstanding Series A Redeemed Shares, the Founder shall procure the Board of Directors of the Company to vote for such redemption and execute all necessary legal instruments in connection with such redemption.read as follows:

Redemption Event. Upon In case of (A) any reclassification of the occurrence Common Stock, (B) any Change of Control (as such term is defined in the Purchase Agreement), (C) any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property or (D) (i) the Company's notice to any Registered Owner, including by way of public announcement, at any time, of its intention, for any reason, not to comply with proper requests for the exercise of any Warrant or (ii) the Company's refusal to honor a duly executed Warrant Exercise Form delivered pursuant to Section 5(a) hereof (clauses (A) through (D) above are referred to as a "Redemption Event"), in the case of (A), (B) or (C), the Registered Owner shall have the right thereafter to convert the Warrant for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event, and the Registered Owner shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the following circumstances (each a “Series A Redemption Event”; collectively the “Series A Redemption Events”), each Common Stock of the Series A Investors and Series A+ Investors Company into which the Warrant could have been converted immediately prior to such Redemption Event (each without taking into account any limitations or restrictions on the convertibility of the Securities) would have been entitled; provided, however, that in the case of a “Series A Redemption Party”; collectively transaction specified in (B) in which holders of the “Series A Redemption Parties”) Company's Common Stock receive cash, the Registered Owners shall have the right to request convert the Underlying Shares for such number of shares of the surviving company equal to the amount of cash into which the Warrant is convertible divided by the fair market value of the shares of the surviving company on the effective date of the merger; provided, further, that in the case of an event specified in (D), the Registered Owner shall have the option to require the Company and/or to redeem, from funds legally available therefor at the Founder time of such redemption, its shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such Registered Owner's Warrants at a price per share equal to redeem all the product of (i) the average Per Share Market Value for the five Trading Days immediately preceding (1) the effective date, the date of the outstanding Series A Preferred Shares and/or Series A+ Preferred Shares held by such Series A Redemption Parties (closing, date of occurrence or the “Series A Redeemed Shares”) and the total amount date of the Series A announcement, as the case may be, of the Redemption Price Event triggering such redemption right or (as defined below2) the date of payment in full by the Company of the redemption price hereunder, whichever is greater, and (ii) the number of shares of Common Stock of the Company into which the Warrant could have been converted immediately prior to such Redemption Event. The entire redemption price shall be paid in full within one hundred twenty cash. In the case of (120A), (B) Business Days after the Series A Redemption Parties deliver their request for redemption and (the “Series A Redemption Right”): (1) Before the expiration of the Target IPO PeriodC), the Company fails to have a registration statement filed to and accepted by the China Securities Regulatory Commission or the overseas securities regulatory institution or fails to consummate a Qualified Buyout Event; (2) There is a material issue that prevents the Company from consummating the IPO, and such material issue fails to be resolved before the expiration of the Target IPO Period; (3) There is a breach by the Founder terms of any then-effective provisions of any agreements between the Series A such Redemption Parties or their Affiliates and the Founder, which causes material adverse effect upon the normal operation of the Group Companies or causes material losses Event shall include such terms so as to continue to give to the benefits and interests of Registered Owner the Series A right to receive the securities, cash or property set forth in this Section 6(f) upon any conversion or redemption following such Redemption Parties; If the Series A Event. This provision shall similarly apply to successive Redemption Parties request the Founder to redeem all or any part of the outstanding Series A Redeemed Shares, the Founder shall procure the Board of Directors of the Company to vote for such redemption and execute all necessary legal instruments in connection with such redemptionEvents.