Common use of Undertakings and Covenants Clause in Contracts

Undertakings and Covenants. 7.1. The Founder and the Company hereby jointly and severally undertake to the Investor that prior to the Closing the total outstanding balance of interest-bearing Debt of the Company and Hunan Operating Entity and all their respective subsidiaries (including but not limited to the VIE Affiliates) shall not exceed US Dollar eight million (US$8,000,000); 7.2. The Founder and the Company hereby jointly and severally undertake to the Investor that, commencing from the Closing Date until the earlier to occur of (i) no Series B Preferred Shares being outstanding and (ii) the consummation of an IPO: (a) the Total Purchase Price received by Company after deducting any fees and expenses (including but not limited to Costs and Expenses and Legal Service Fees set forth in Section 12.12) and any taxes, shall be used for the general corporate purposes and investments in technology and infrastructure; (b) any of the Company, Hunan Operating Entity or their respective subsidiaries (including but not limited to the VIE Affiliates) shall not incur any new Debt exceeding US Dollar two million (US$2,000,000) in aggregate, nor shall any of the Company, Hunan Operating Entity or their respective subsidiaries (including but not limited to the VIE Affiliates) attach any new security interest or liens to its equity or assets without prior written consent of the Investor; (c) the Company will notify the Investor of any Material Decision in writing in advance. If the Investor responds within seven (7) days to the effect it does not agree to such Material Decision and the Company proceeds with such Material Decision, the Investor may request the Company to redeem its outstanding Series B Preferred Shares in accordance with Section 7.4 hereunder and in the time and manner as set out in the Terms and Conditions; (d) the Founder shall own no less than 51% of the voting rights of the Company any time prior to an IPO. If the Founder’s voting rights fall below 51% before an IPO, the Investor has the right to require the Company to redeem its outstanding Series B Preferred Shares in accordance with Section 7.4 hereunder and in the time and manner as set out in the Terms and Conditions; (e) the Company will notify the Investor co-investment opportunities in delinquent loan portfolios that the Company may decide, at its sole discretion, to purchase from time to time. Without adverse impact on the Company’s ordinary course of business, the Company shall notify the Investor of co-investment opportunities in any delinquent loan portfolio that require an investment amount of not less than US Dollar ten million (US$10,000,000); provided that, the Investor shall deliver its decision to co-invest in such delinquent loan portfolio in writing to the Company within thirty (30) days (or shorter period if required by the seller of such delinquent loan portfolio) from the date of the Company’s notice of such co-investment opportunity. If the Investor fails to provide the written notice of decision to the Company within thirty (30) days (or shorter period if required by the seller of such delinquent loan portfolio) after the Company’s notice of such co-investment opportunity, such right to co-invest shall be forfeited and will not be reinstated. The percentage of interest for which the Investor may subscribe in the delinquent loan portfolios will be agreed by the Investor and the Company on a deal-by-deal basis; and (f) except otherwise provided hereunder, the Company shall not make any distributions of dividends or make any other form of distributions including a loan to the Ordinary Shares Holders without the prior written consent of the Investor. 7.3. The Company hereby covenants to the Investor that, commencing from the Closing Date until the earlier to occur of (i) no Series B Preferred Shares being outstanding and (ii) the consummation of an IPO, absent a Force Majeure Event, the Company shall maintain at least the following financial indicators, which will be prepared upon Investor’s prior written request together with the annual consolidated financial statements and where available and relevant, unaudited quarterly consolidated financial statements of the Company prepared in accordance with Section 8.1 of this EXHIBIT C: (a) Total Debt ÷ EBITDA ≤ 2.0; (b) Net Debt ÷ EBITDA ≤ 1.5; (c) EBITDA ÷ Interest ≥ 7.0; (d) Net Debt ÷ Cash Flow From Operation ≤ 1.5; (e) Net Assets ÷ Total Assets ≥ 40%; and (f) Adjusted Shareholder Equity ≥ RMB¥350,000,000. The capitalized terms used but not otherwise defined under this Section 7 shall have the meaning defined as follows:

Undertakings and Covenants. 7.1. The Founder and the Company hereby jointly and severally undertake to the Investor that prior to the Closing the total outstanding balance of interest-bearing Debt (not including any Series B Preferred Shares or any repurchase, redemption or guarantee obligations or any other payment obligations in connection therewith) of the Company and Hunan Operating Entity and all their respective subsidiaries (including but not limited to the VIE Affiliates) shall not exceed US Dollar eight million (US$8,000,000); 7.2. The Founder and the Company hereby jointly and severally undertake to the Investor that, commencing from the Closing Date until the earlier to occur of (i) no Series B C Preferred Shares being outstanding and (ii) the consummation of an IPO: (a) the Total Purchase Price received by Company after deducting any fees and expenses (including but not limited to Costs and Expenses and Legal Service Fees set forth in Section 12.12) and any taxes, shall be used for the general corporate purposes and investments in technology and infrastructure; (b) any of the Company, Hunan Operating Entity or their respective subsidiaries (including but not limited to the VIE Affiliates) shall not incur any new Debt exceeding US Dollar two million (US$2,000,000) in aggregate, nor shall any of the Company, Hunan Operating Entity or their respective subsidiaries (including but not limited to the VIE Affiliates) attach any new security interest or liens to its equity or assets without prior written consent of the Investor; (c) the Company will notify the Investor of any Material Decision in writing in advance. If the Investor responds within seven (7) days to the effect it does not agree to such Material Decision and the Company proceeds with such Material Decision, the Investor may request the Company to redeem its outstanding Series B C Preferred Shares in accordance with Section 7.4 hereunder and in the time and manner as set out in the Terms and Conditions; (d) the Founder shall own no less than 51% of the voting rights of the Company any time prior to an IPOIPO (on a fully diluted and as converted basis as if all Preferred Shares have been fully converted into Ordinary Shares). If the Founder’s voting rights fall below 51% before an IPO, the Investor has the right to require the Company to redeem its outstanding Series B C Preferred Shares in accordance with Section 7.4 hereunder and in the time and manner as set out in the Terms and Conditions; (e) the Company will notify the Investor co-investment opportunities in delinquent loan portfolios that the Company may decide, at its sole discretion, to purchase from time to time. Without adverse impact on the Company’s ordinary course of business, the Company shall notify the Investor of co-investment opportunities in any delinquent loan portfolio that require an investment amount of not less than US Dollar ten million (US$10,000,000); provided that, the Investor shall deliver its decision to co-invest in such delinquent loan portfolio in writing to the Company within thirty (30) days (or shorter period if required by the seller of such delinquent loan portfolio) from the date of the Company’s notice of such co-investment opportunity. If the Investor fails to provide the written notice of decision to the Company within thirty (30) days (or shorter period if required by the seller of such delinquent loan portfolio) after the Company’s notice of such co-investment opportunity, such right to co-invest shall be forfeited and will not be reinstated. The percentage of interest for which the Investor may subscribe in the delinquent loan portfolios will be agreed by the Investor and the Company on a deal-by-deal basis; and (f) except otherwise provided hereunder, the Company shall not make any distributions of dividends or make any other form of distributions including a loan to the Ordinary Shares Holders without the prior written consent of the Investor. 7.3. The Company hereby covenants to the Investor that, commencing from the Closing Date until the earlier to occur of (i) no Series B C Preferred Shares being outstanding and (ii) the consummation of an IPO, absent a Force Majeure Event, the Company shall maintain at least the following financial indicators, which will be prepared upon Investor’s prior written request together with the annual consolidated financial statements and where available and relevant, unaudited quarterly consolidated financial statements of the Company prepared in accordance with Section 8.1 of this EXHIBIT C: (a) Total Debt ÷ EBITDA ≤ < 2.0; (b) Net Debt ÷ EBITDA ≤ < 1.5; (c) EBITDA ÷ Interest ≥ > 7.0; (d) Net Debt ÷ Cash Flow From Operation ≤ < 1.5; (e) Net Assets ÷ Total Assets ≥ > 40%; and (f) Adjusted Shareholder Equity ≥ > RMB¥350,000,000; provided that the above financial indicators under this Section 7.3 shall be calculated excluding the influence from the Series B Preferred Shares, including but not limited to the issuance, conversion, redemption, transfer or assignment of the Series B Preferred Shares, and any other factors that would change the results of the above financial indicators in connection with the Series B Preferred Shares. The capitalized terms used but not otherwise defined under this Section 7 shall have the meaning defined as follows: