Common use of Mechanics of Conversion Clause in Contracts

Mechanics of Conversion. (1) Before any holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice to the Company of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1a) Before Not later than three (3) Trading Days after any holder of Preferred Shares Conversion Date, the Maker or its designated transfer agent, as applicable, shall be entitled to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office issue and shall give written notice deliver to the Depository Trust Company of (“DTC”) account on the election to convert Holder’s behalf via the same Deposit Withdrawal Agent Commission System (or any part thereof“DWAC”) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled Conversion Notice, registered in which case conversion shall take effect on such other date the name of the Holder or when such conditions have been fulfilledits designee, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder the Holder shall be entitled as aforesaidentitled. Such conversion In the alternative, not later than three (3) Trading Days after any Conversion Date, the Maker shall deliver to the applicable Holder by express courier a certificate or certificates which shall be deemed to have been made immediately prior free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of this Note (the “Delivery Date”). Notwithstanding the foregoing to the close of business contrary, the Maker or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on the date Holder’s behalf via DWAC (or certificates free of restrictive legends) if such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPOsale and the Holder has complied with the applicable prospectus delivery requirements (as evidenced by documentation furnished to and reasonably satisfactory to the Maker) or such shares may be sold pursuant to Rule 144 (without restriction as to volume). If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the conversion mayHolder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, at the option of any holder tendering Preferred Shares for to rescind such conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until their respective positions immediately prior to the closing delivery of such sale notice of securities. In revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered date notice of rescission is given to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesMaker.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of Flash Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board. For such purpose, all shares of Flash Preferred held by each holder of Flash Preferred shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Flash Preferred Shares shall be entitled to convert the same into Ordinary Shares full shares of Common Stock, and to receive certificates therefor, such holder shall either (A) surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Flash Preferred or (B) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shallsame; provided, as soon as practicable thereafter unless such notice states however, that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of an Automatic Conversion Event, the outstanding shares of Flash Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as converted automatically without any further action by the record holder or holders of such Ordinary Shares as of shares and whether or not the certificates representing such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior shares are surrendered to the closing of such sale of securities. In the event Corporation or its transfer agent; provided further, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common Stock issuable upon such conversionAutomatic Conversion Event unless either the certificates evidencing such shares of Flash Preferred are delivered to the Corporation or its transfer agent as provided above, unless or the holder of such Preferred Shares notifies the Company in writing Corporation or its transfer agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Flash Preferred shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Flash Preferred shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Flash Preferred, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder.

Mechanics of Conversion. (1) Before any holder of Series B-1 Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock pursuant to this Section 5, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed in blank, at the Office office of the Corporation or of any transfer agent for the Series B-1 Preferred Stock, and shall give written notice by mail, postage prepaid, to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names (so long as such certificate is in the name of any nominee for such the holder or an affiliate of the holder) in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series B-1 Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B-1 Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Series B-1 Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares Common Stock issuable upon such conversion of the Series B-1 Preferred Shares Stock shall not be deemed to have converted such Series B-1 Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such shares of Common Stock, the holder shall surrender the certificate or certificates therefor certificate(s) therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the Preferred Stock and shall give written notice to this corporation at such office that the Company of the election holder elects to convert the same (or any part thereofexcept that no such written notice of election to convert shall be necessary in the event of an automatic conversion pursuant to Section 4(b) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedhereof). The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates Stock certificate(s) for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified converted (except that in the notice case of an automatic conversion pursuant to Section 4(b)(i) hereof such conversion shall be deemed to have been fulfilled made immediately prior to the closing of the offering referred to in Section 4(b)(i)) or in the case of an automatic conversion pursuant to Section 4(b)(ii) hereof, immediately prior to the close of business on the date of the election referred to in Section 4(b)(ii) and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPOan underwritten public offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering such Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) any persons entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares full shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed for transfer or with duly executed stock transfer powers sufficient to permit transfer attached, at the Office office of the Corporation or of any transfer agent for the Preferred Stock (or such holder shall notify the Corporation or any transfer agent that such certificates have been lost, stolen or destroyed and shall execute an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith), and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein such holder’s name or the name or names of any nominee for such holder’s nominees in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. No fractional shares of Common Stock shall be issued upon conversion of the Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price. The Company Corporation shall promptly pay in cash or, to the extent sufficient funds are not then legally available therefor, in Common Stock (at the Common Stock’s fair market value determined by the Board as of the date of such conversion), any declared and unpaid dividends on the shares of Preferred Stock being converted. The Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the such holder’s nominee or nominees of such holdernominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share. Such Except as set forth in the second paragraph of Section 3(c), such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the certificates for the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon any conversion of the principal indebtedness evidenced by the provisions of this Note. In lieu of any fractional shares to which Payee would otherwise be entitled, S2C shall pay Payee cash in the amount equal to the Conversion Price for such fractional shares. Before any holder of Preferred Shares Payee shall be entitled to convert the same indebtedness evidenced by the provisions of this Note into Ordinary Shares such holder shares of Common Stock and to receive certificates therefore, Payee shall surrender the certificate or certificates therefor original copy of this Note, duly endorsed and cancelled, at the Office and office of S2C. S2C shall give written notice not be obligated to issue certificates evidencing the Company of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are Common Stock issuable upon mandatory conversion (described directly below) unless the original endorsed and cancelled original copy of this Note is either delivered to be issuedS2C, as specified above, or Payee notifies S2C that such original copy of this Note has been lost, stolen or destroyed and executes an agreement satisfactory to S2C to indemnify S2C from any loss incurred by S2C in connection with such original copy of this Note. The Company S2C shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any delivery of an original copy of this Note, or such agreement and indemnification but in no case later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on than 60 (60) days from such other date or when such conditions have been fulfilleddelivery, issue and deliver or cause to be issued and delivered at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderPayee, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder Payee shall be entitled and a check payable to Payee in the amount of any cash amounts payable as aforesaida result of the conversion into fractional shares of Common Stock. Such In the case of any mandatory conversion pursuant to this Note, such conversion shall be deemed to have been made immediately prior to the close of business on upon the date of that the S2C’s stock transfer agent is notified in writing that such surrender of transfer is to take place; however, such written notification will be provided to S2C’s stock transfer agent no later than sixty (60) days after the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in event causing the notice have been fulfilled and the conversion. The person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon any such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any Each holder of Series A Preferred, Series B Preferred Shares shall be entitled or Series C Preferred who desires to convert the same into Ordinary Shares such holder shares of Common Stock pursuant to this Section 4 shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred, and shall give written notice to the Company of the election at such office that such holder elects to convert the same (or any part thereof) and same. Such notice shall state therein the name or names number of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedSeries A Preferred, Series B Preferred and Series C Preferred being converted. The Thereupon, the Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, promptly issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder is entitled and shall be entitled promptly pay (i) in cash or, to the extent sufficient funds are not then legally available therefor, in Common Stock (at the Common Stock's fair market value determined by the Board of Directors as aforesaidof the date of such conversion), any declared and unpaid dividends on the shares of Series A Preferred, Series B Preferred and Series C Preferred being converted and (ii) in cash (at the Common Stock's fair market value determined by the Board of Directors as of the date of conversion) the value of any fractional share of Common Stock otherwise issuable to any holder of Series A Preferred, Series B Preferred and Series C Preferred, as applicable. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series A Preferred, Series B Preferred Shares and Series C Preferred to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act of 1933, the conversion may, at the option of any holder tendering Series A Preferred, Series B Preferred Shares or Series C Preferred for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Series A Preferred, Series B Preferred Shares or Series C Preferred shall not be deemed to have converted such Series A Preferred, Series B Preferred Shares or Series C Preferred until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder full shares of Common Stock, and to receive certificates therefor, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company of the election Corporation at such office that he elects to convert the same (or any part thereof) and shall state therein same; provided, however, that on the name or names date of any nominee for such holder in which an Automatic Conversion Event, the certificate or certificates for outstanding shares of Ordinary Shares Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided further, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such Automatic Conversion Event unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Stock shall be deemed to be issuedthe holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder. The Company Corporation shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any later date delivery, or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on after such other date or when such conditions have been fulfilledagreement and indemnification, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderStock, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder he shall be entitled as aforesaidaforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If ; provided, however, that if the conversion is in connection with a QIPO, an underwritten offer of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares Common Stock issuable upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such the sale of such securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder full shares of Common Stock, and to receive certificates therefor, he shall either surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock, or notify the Corporation or its transfer agent that such certificate or certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificate or certificates, and shall give written notice to the Company of the election Corporation at such office that he elects to convert the same (or any part thereof) and shall state therein same; provided, however, that on the name or names date of any nominee for such holder in which an Automatic Conversion Event, the certificate or certificates for outstanding shares of Ordinary Shares Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided further, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such Automatic Conversion Event unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Stock shall be deemed to be issuedthe holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder. The Company Corporation shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any later date delivery, or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on after such other date or when such conditions have been fulfilledagreement and indemnification, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderStock, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder he shall be entitled as aforesaidaforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If ; provided, however, that if the conversion is in connection with a QIPO, an underwritten offer of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares Common Stock issuable upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such the sale of such securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this Corporation or of any transfer agent for the Preferred, and shall give written notice to the Company this Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesPreferred, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Shares for conversion, unless otherwise designated by the holder, will be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled converted and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any 6.3.1 In order for a holder of Preferred Shares shall be entitled to convert the same shares of Series B Preferred Stock into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor for such shares of Series B Preferred Stock at the Office and shall give office of the transfer agent for such shares (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to the Company convert all or any number of the election to convert shares of the same (Series B Preferred Stock represented by such certificate or any part thereof) and certificates. Such notice shall state therein the such holder's name or the names of any nominee for the nominees in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his or her or its attorney-in-fact duly authorized in writing. The Company date of receipt of such certificates and notice by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) shall be the conversion date (the "Conversion Date"). The Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in after the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledConversion Date, issue and deliver at such office to such holder of shares of Series B Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee his or nominees of such holderher or its nominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidentitled, together with cash in lieu of any fraction of a share. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If Other than as set forth in Section 7 below, if the conversion is in connection with a QIPOan underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended (the "Securities Act"), the conversion may, at the option of any holder tendering shares of Series B Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, offering in which event the person(s) person entitled to receive the Ordinary Shares Common Stock issuable upon such conversion of the shares of Series B Preferred Shares Stock shall not be deemed to have converted such shares of Series B Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office headquarters of the Corporation or of any transfer agent for the Corporation and shall give written notice to the Company of Corporation at such office that the election holder elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issuedissued (except that no such written notice of election to convert shall be necessary in the event of an automatic conversion pursuant to Section 4(b) hereof). The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder he shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified converted (except that in the notice case of an automatic conversion pursuant to Section 4(b) hereof such conversion shall be deemed to have been fulfilled made immediately prior to the effectiveness of the written consent or the closing of the offering referred to in Section 4(b)) and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If Upon the conversion is occurrence of either of the events specified in connection with a QIPOSection 4(b) above, the conversion may, at outstanding shares of Preferred Stock shall be converted automatically without any further action by the option holders of any holder tendering Preferred Shares for conversion, be conditioned upon such shares and whether or not the closing with the underwriter of the sale of securities pursuant to certificates representing such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior shares are surrendered to the closing of such sale of securities. In the event Corporation or its transfer agent; provided, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common Stock issuable upon such conversion, conversion unless the certificates evidencing such shares of Preferred Stock are either delivered to the Corporation or its transfer agent as provided above, or the holder of such Preferred Shares notifies the Company in writing Corporation or its transfer agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Series A Preferred Shares ----------------------- Stock or Series B Preferred Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the particular series of Preferred Stock, and shall give written notice by mail, postage prepaid, to the Company this corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series A Preferred SharesStock and/or Series B Preferred Stock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Shares Stock and/or Series B Preferred Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offer of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A Preferred Shares Stock and/or Series B Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares Common Stock issuable upon such conversion of the Series A Preferred Shares Stock and/or Series B Preferred Stock shall not be deemed to have converted such Series A Preferred Shares Stock and/or Series B Preferred Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for such Preferred Stock, and shall give written notice to the Company this corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he or she shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the Preferred Stock, and shall give a written notice to the Company this corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act of 1933, the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares shall be entitled to convert the same receive certificates representing Common Shares into Ordinary which Preferred Shares are converted pursuant to this Section 4.03 (if any), such holder shall surrender the certificate or certificates therefor (if any), duly endorsed, at the Office principal office of the LLC or of any transfer agent for the Preferred Shares (or such holder notifies the LLC that such certificates have been lost, stolen or destroyed and such holder executes an agreement to indemnify the LLC from any loss incurred by it in connection with such certificates), and shall give written notice to the Company LLC at such office of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Common Shares (if any) are to be issued. The Company LLC shall, as soon as practicable thereafter unless such notice states that and in no event later than ten (10) days after (x) if Preferred Shares are certificated, the delivery date of said certificates to the LLC, or (y) if Preferred Shares are not certificated, the effective conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledof said Preferred Shares: (i) if Common Shares are certificated, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Common Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close ; (ii) pay in cash such amount as provided in Section 4.03(f) in lieu of business any fraction of a Common Share otherwise issuable upon such conversion; and (iii) pay any unpaid distributions on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the . The person or persons entitled to receive the Ordinary Common Shares issuable upon such conversion pursuant to this Section 4.03 shall be treated for all purposes as the record holder or holders of such Ordinary Common Shares as of the effective date of such dateconversion. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, offering in which event the person(s) entitled to receive the Ordinary Common Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any The holder of any Preferred Shares shall be entitled Units may exercise the conversion rights described in this Section 9.1 as to convert the same into Ordinary Shares all of such holder shall surrender the certificate Preferred Units or certificates therefor at the Office and shall give written notice any part thereof by delivering to the Company during regular business hours, at the office of any transfer agent of the election to convert Company for the same Preferred Units, or at the principal office of the Company or at such other place as may be designated by the Company, (or i) if any part thereof) and shall state therein the name or names of any nominee for such holder in which Preferred Units are certificated, the certificate or certificates for shares the Preferred Units to be converted, duly endorsed for transfer to the Company or accompanied by a written instrument or instruments of Ordinary Shares transfer, accompanied by written notice stating that the holder elects to convert all or a number of such Units represented by the certificate or certificates or (ii) if such Preferred Units are uncertificated, a written notice stating that the holder elects to convert all or a number of such Preferred Units held by such holder. Any such notice referenced in the foregoing clauses (i) or (ii) shall also state such holder’s name or the names of the nominees in which such holder wishes the Class A Common Units (and, if such Preferred Units are certificated, the certificates representing such Class A Common Units) to be issued. The Company shallConversion shall be deemed to have been effected on the date when such delivery is made, and such date is referred to herein as soon the “Conversion Date.” As promptly as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion Company shall take effect on such other date or when such conditions have been fulfilled, issue and deliver to such holder, (x) if such converted Preferred Units were certificated immediately prior to conversion, at such office to such holder of Preferred Shares, or subject to other place designated by the transfer restrictions contained in these Articles to the nominee or nominees of such holderCompany, a certificate or certificates for the full number of shares of Ordinary Shares Class A Common Units to which such holder shall be is entitled (y) if such converted Preferred Units were uncertificated immediately prior to conversion, at such office or other place designated by the Company, a membership transfer ledger (or similar official Company records) or a certificate signed by an Officer evidencing the issuance to such holder of the full number of Class A Common Units to which such holder is entitled, and (z) a check for cash with respect to any fractional Common Unit as aforesaidprovided in Section 9.1(c) below. Such conversion The holder of such converted Preferred Units shall be deemed to have been made become a holder of record of such converted Preferred Units on the applicable Conversion Date, and the books and records of the Company shall be updated to reflect the same. If such converted Preferred Units were certificated immediately prior to the close conversion, then upon conversion of business on the date of such surrender only a portion of the shares number of Series A Preferred Shares to be convertedUnits, Series B Preferred Units or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated Series C Preferred Units represented by a certificate surrendered for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPOconversion, the conversion mayCompany shall issue and deliver to the holder of the certificate so surrendered for conversion, at the option expense of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then a new certificate covering the Company shall not be obligated to issue any certificate(s) number of Series A Preferred Units, Series B Preferred Units or Series C Preferred Units, as applicable, representing the Ordinary Shares issued upon such conversion, unless unconverted portion of the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatescertificate so surrendered.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares full shares of Common Stock, and to receive certificates therefor, such holder shall either (A) surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Company of the election Corporation at such office that he elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shallsame; provided, as soon as practicable thereafter unless such notice states however, that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of an Automatic Conversion Event, the outstanding shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion Stock shall be treated for all purposes as converted automatically without any further action by the record holder or holders of such Ordinary Shares as of shares and whether or not the certificates representing such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior shares are surrendered to the closing of such sale of securities. In the event Corporation or its transfer agent; provided further, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common Stock issuable upon such conversionAutomatic Conversion Event unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, unless or the holder of such Preferred Shares notifies the Company in writing Corporation or its transfer agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company this Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Shares for conversion, unless otherwise designated by the holder, will be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any Each holder of Series D Preferred Shares shall be entitled Stock that desires to convert the same into Ordinary Shares such holder shares of Common Stock shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office and shall give principal office of the Company or of any transfer agent for the Series D Preferred Stock or Common Stock, accompanied by written notice to the Company of the election that such holder elects to convert the same (or any part thereof) and shall state stating therein the number of shares of Series D Preferred Stock being converted, and setting forth the name or names of any nominee for in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issuedissued if such name or names shall be different than that of such holder. The Thereupon, the Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office on not later than the fifth Business Day thereafter (unless such conversion is in connection with an underwritten public offering of Common Stock, in which event concurrently with such conversion) to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of on such holder's written order, (i) a certificate or certificates for the number of validly issued, fully paid and nonassessable full shares of Ordinary Shares Common Stock to which such holder shall be is entitled as aforesaidand (ii) if less than the full number of shares of Series D Preferred Stock evidenced by the surrendered certificate or certificates are being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares converted. Such Each conversion shall be deemed to have been made effected immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be convertedconverted so that the rights of the holder thereof as to the shares being converted shall cease at such time except for the right to receive shares of Common Stock and if the holder of the shares being so converted shall have elected to receive dividends subsequent to such conversion, or on any later date or when any conditions specified all accrued and unpaid dividends in the notice have been fulfilled accordance herewith, and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock at such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatestime.

Mechanics of Conversion. (1) Before any holder of Series A ----------------------- Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice by mail, postage prepaid, to the Company this corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series A Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offer of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares Common Stock issuable upon such conversion of the Series A Preferred Shares Stock, shall not be deemed to have converted such Series A Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Series A ----------------------- Preferred Shares Stock or Series B Preferred Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the particular series of Preferred Stock, and shall give written notice by mail, postage prepaid, to the Company this corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series A Preferred SharesStock and/or Series B Preferred Stock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Shares Stock and/or Series B Preferred Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offer of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A Preferred Shares Stock and/or Series B Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares Common Stock issuable upon such conversion of the Series A Preferred Shares Stock and/or Series B Preferred Stock shall not be deemed to have converted such Series A Preferred Shares Stock and/or Series B Preferred Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1i) Before any holder of Preferred Shares shall be entitled In order to convert shares of Series A Preferred Stock into shares of Common Stock in accordance with this Section 5, the same into Ordinary Shares holder shall (A) in the event of a conversion pursuant to Subsection 5(a)(i)(B) or Subsection 5(b) (an “Elective Conversion”), provide written notice to the Company that such holder shall elects to convert all or any number of the shares represented by such certificate or certificates and the date of conversion which notice, if notice is provided after , 2013, must be received by the Company at least sixty (60) days prior to the date selected by the holder for conversion (the “Conversion Notice”), (B) surrender the certificate or certificates therefor for such shares of Series A Preferred Stock at the Office and shall give written notice to office of the transfer agent (or at the principal office of the Company if the Company serves as its own transfer agent), and (C) state in writing such holder’s name or the names of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for nominees in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. If required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or his or its attorney duly authorized in writing. The conversion date shall be the date for conversion specified in the Conversion Notice in the case of an Elective Conversion or in any other case on the date of receipt of such certificates by the transfer agent or the Company following the occurrence of the event (other than an Elective Conversion) giving rise to conversion. The Company shall, as soon as practicable thereafter unless such notice states that after the conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilleddate, issue and deliver at such office to such holder of Preferred Sharesholder, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderhis nominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled entitled, together with cash in lieu of any fraction of a share and, except as aforesaid. Such conversion shall be deemed to have been made immediately provided in Section 2(c), cash in the amount of any Accrued Dividends (through the date one day prior to the close date the shares of business on the date of such surrender Series A Preferred Stock were converted) payable in respect of the shares of Series A Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities Stock converted pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesthis Section 5.

Mechanics of Conversion. (1) Before any The holder of any shares of Preferred Shares shall be entitled to convert Stock may exercise the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice conversion right specified in subsection (a) above by surrendering to the Company Corporation or any transfer agent of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which Corporation the certificate or certificates for shares of Ordinary Shares are the share to be issued. The Company shallconverted, as soon as practicable thereafter unless such accompanied by written notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for specifying the number of shares to be converted. Upon the occurrence of Ordinary Shares the event specified in subsection (b) above, the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to which the Corporation or its transfer agent; provided that the Corporation shall not be obligated to issue to any such holder shall be entitled as aforesaidcertificates evidencing the shares of Common Stock issuable upon such conversion unless certificates evidencing the shares of Preferred Stock are either delivered to the Corporation or any transfer agent of the Corporation. Such conversion Conversion shall be deemed to have been effected on the date when delivery of notice of an election to convert and certificates for shares is made immediately prior to the close of business or on the date of the occurrence of the event specified in subsection (b) above, as the case may be, and such date is referred to herein as the “Conversion Date.” Subject to the provisions of subsection(f)(vii) below, as promptly as practicable thereafter (and after surrender of the certificate or certificates representing shares of Preferred Shares Stock to the Corporation or any transfer agent of the Corporation in the case of conversions pursuant to subsection (b) above), the Corporation shall issue and deliver to or upon the written order of such holder a certificate or check or cash with respect to any fractional interest in a share of Common Stock as provided in subsection (e) below. Subject to the provisions of subsection (f)(vii) below, the person in whose name the certificate or certificates for Common Stock are to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion issued shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing become a holder of record of such sale Common Stock on the applicable Conversion Date. Upon conversion of securities. In only a portion of the event that number of shares covered by a certificate representing shares of Preferred Stock surrendered for conversion (in the certificate(scase of conversion pursuant to subsection (a) representing above), the Preferred Shares Corporation shall issue and deliver to be converted as aforesaid are not delivered to or upon the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless written order of the holder of such the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Preferred Shares notifies Stock representing the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to unconverted portion of the Company to indemnify the Company from any loss incurred by it in connection with such certificatescertificate so surrendered.

Mechanics of Conversion. No fractional shares of Ordinary Shares shall be issued upon conversion of any Preference Shares. In lieu of any fractional share to which the holder would otherwise be entitled (1) after aggregating all shares into which the applicable series of Preference Shares held by the such holder could be converted), and Company shall pay cash equal in such fraction multiplied by the then fair market value of the Ordinary Shares, as determined by the Board. Before any holder of Preferred the Preference Shares shall be entitled to convert the same into full Ordinary Shares Shares, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company or of any transfer agent for such Preference Shares to be converted, and shall give written notice to the Company of the election at such office that he elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedsame. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred the Preference Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled entitled, together with a check payable to the holder in the amount of any cash amounts payable as aforesaidthe result of a conversion into fractional Ordinary Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Preference Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled case of conversion pursuant to Article 16(e)(i), on the effective date of the offering as provided in Article 16(e)(i) above, and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of on such date. If the ; provided, that if any such conversion is made in connection with any transaction that would, if completed, constitute a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter liquidation of the sale Company for purposes of securities pursuant to such offeringArticle 142 hereof, or in which event connection with any public offering of the person(s) entitled to receive the Ordinary Shares issuable upon Company’s securities, then such conversion of the Preferred Shares shall not may be deemed to have converted such Preferred Shares until immediately prior to made contingent upon, and effective only as of, the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen transaction or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesoffering.

Mechanics of Conversion. (1) No fractional Common Units shall be issued upon conversion of Preferred Units. In lieu of any fractional Common Units to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then fair market value of a Common Unit as determined by the Board of Managers. For such purpose, all Preferred Units held by each Member holding Preferred Units shall be aggregated, and any resulting fractional Common Units shall be paid in cash. Before any holder of Member holding Preferred Shares Units shall be entitled to convert the same into Ordinary Shares such holder full Common Units, and to receive certificates therefor, he shall either (A) surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company or of any transfer agent for the Preferred Units or (B) notify the Company or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates, and shall give written notice to the Company of the election at such office that he elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shallsame; provided, as soon as practicable thereafter unless such notice states however, that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of an Automatic Conversion Event, the shares of outstanding Preferred Shares to be convertedUnits or series thereof, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion as applicable, shall be treated for all purposes as converted automatically without any further action by the record holder or holders of such Ordinary Shares as of such date. If Preferred Units and whether or not the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted certificates representing such Preferred Shares until immediately prior Units are surrendered to the closing of such sale of securities. In the event Company or its transfer agent; provided further, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued Common Units issuable upon such conversion, Automatic Conversion Event unless either the holder of certificates evidencing such Preferred Shares Units or series thereof, as applicable, are delivered to the Company or its transfer agent as provided above, or the Member holding such Preferred Units notifies the Company in writing or its transfer agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of Preferred Units shall be deemed to be the holder of record of the Common Units issuable upon such conversion, notwithstanding that the certificates representing such Preferred Units shall not have been surrendered at the office of the Company, that notice from the Company shall not have been received by any holder of record of Preferred Units, or that the certificates evidencing such Common Units shall not then be actually delivered to such holder. The Company shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such Member holding Preferred Units, a certificate or certificates for the number of Common Units to which such Member shall be entitled as aforesaid and a check payable to the Member in the amount of any cash amounts payable as the result of a conversion into fractional Common Units, plus any declared and unpaid Distributions on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Preferred Units to be converted, and the person or persons entitled to receive the Common Units issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Units on such date; provided, however, that if the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act or a merger, sale, financing, or liquidation of the Company or other event, the conversion may, at the option of any Member tendering Preferred Units for conversion, be conditioned upon the closing of such transaction or upon the occurrence of such event, in which case the person(s) entitled to receive the Common Units issuable upon such conversion of the Preferred Units shall not be deemed to have converted such Preferred Units until immediately prior to the closing of such transaction or the occurrence of such event.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such shares of Common Stock, the holder shall surrender the certificate or certificates therefor certificate(s) therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the Preferred Stock and shall give written notice to this corporation at such office that the Company of the election holder elects to convert the same (or any part thereofexcept that no such written notice of election to convert shall be necessary in the event of an automatic conversion pursuant to Section 4(b) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedhereof). The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates Stock certificate(s) for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified converted (except that in the notice case of an automatic conversion pursuant to Section 4(b)(i) hereof such conversion shall be deemed to have been fulfilled made immediately prior to the closing of the offering referred to in Section 4(b)(i)) or in the case of an automatic conversion pursuant to Section 4(b)(ii) hereof, immediately prior to the close of business on the date of the election referred to in Section 4(b)(ii) and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, an underwritten public offering of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering such Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) any persons entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Series D Preferred Shares Stock shall be entitled to voluntarily convert the same into Ordinary Shares such holder shares of Common Stock, he or she shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this Corporation or of any transfer agent for the Series D Preferred Stock, and shall give written notice to the Company this Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series D Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series D Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPO, an underwritten offering of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering Series D Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Series D Preferred Shares Stock shall not be deemed to have converted such Series D Preferred Shares Stock until immediately prior to the closing of such sale of securities. In If the event that conversion is in connection with Automatic Conversion provisions of subsection 6(b)(ii) above, such conversion shall be deemed to have been made on the certificate(s) representing conversion date described in the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon stockholder consent approving such conversion, unless and the holder persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such Preferred Shares notifies the Company in writing that shares of Common Stock as of such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesdate.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this Corporation or of any transfer agent for such series, and shall give written notice to the Company this Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Holder shall be entitled to ----------------------- convert the same into Ordinary Shares such holder this Note, Holder shall surrender the certificate or certificates therefor this Note, duly endorsed, at the Office and shall give Company's principal corporate office, together with written notice to the Company of the Holder's election to convert the same (or any part thereof) same, and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Series A Preferred Stock are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesHolder, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderHolder, a certificate or certificates for the number of shares of Ordinary Shares Series A Preferred Stock to which such holder Holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Note to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Series A Preferred Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Series A Preferred Stock as of such date. If this Note is converted in part, this Note must be converted for a number of whole shares of Series A Preferred Stock and Holder shall be entitled to receive a new Note covering the remaining principal amount in respect of which this Note has not been converted. Upon such surrender of this Note, the Company will issue a certificate or certificates in the name of Holder for the largest number of whole shares of Series A Preferred Stock to which Holder shall be entitled and, if this Note is converted in whole, in lieu of any fractional share of Series A Preferred Stock to which Holder shall be entitled, cash equal to the remaining amount due hereunder. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act of 1933, the conversion may, at the option of any holder tendering Preferred Shares for conversionHolder, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) person or persons entitled to receive the Ordinary Shares shares of Series A Preferred Stock or Common Stock, as applicable, issuable upon such conversion of the Preferred Shares this Note shall not be deemed to have converted such Preferred Shares this Note until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock pursuant to Section 4.3(A) above, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, or an affidavit of loss in a form reasonably acceptable to the Corporation, at the Office office of the Corporation or of any transfer agent for such Preferred Stock, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date; provided, however, that on the date of an Automatic Conversion Event, the outstanding shares of Preferred Stock to be converted in such Automatic Conversion Event shall be converted automatically without any further action by the holders of such date. If shares and each holder of record of shares of Preferred Stock shall be deemed on such date to be the conversion is in connection with a QIPO, the conversion may, at the option holder of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter record of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares Common Stock issuable upon such conversion conversion, whether or not (i) the certificates representing such shares are surrendered to the Corporation or its transfer agent, (ii) notice from the Corporation shall have been received by any holder of record of shares of Preferred Stock, or (iii) the Preferred Shares certificates evidencing such shares of Common Stock shall not then be deemed actually delivered to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event holder; provided further, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common Stock issuable upon such conversionAutomatic Conversion Event unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, unless or the holder of such Preferred Shares notifies the Company in writing Corporation or its transfer agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the particular series of Preferred Stock, and shall give written notice to the Company this corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act of 1933, the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. No fractional shares of Ordinary Shares shall be issued upon conversion of any Preference Shares. In lieu of any fractional share to which the holder would otherwise be entitled (1) after aggregating all shares into which the applicable Series A Preference Shares or Series B Preference Shares held by such holder could be converted), the Company shall pay cash equal to such fraction multiplied by the then fair market value of the Ordinary Shares, as determined by the Board. Before any holder of Preferred the Preference Shares shall be entitled to convert the same into full Ordinary Shares Shares, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company or of any transfer agent for such Preference Shares to be converted, and shall give written notice to the Company of the election at such office that he elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedsame. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred the Preference Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled entitled, together with a check payable to the holder in the amount of any cash amounts payable as aforesaidthe result of a conversion into fractional Ordinary Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Preference Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled case of conversion pursuant to Article 16(d)(i), on the effective date of the offering as provided in Article 16(d) (i) above, and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of on such date. If the ; provided, that if any such conversion is made in connection with any transaction that would, if completed, constitute a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter liquidation of the sale Company for purposes of securities pursuant to such offeringArticle 142 hereof, or in which event connection with any public offering of the person(s) entitled to receive the Ordinary Shares issuable upon Company’s securities, then such conversion of the Preferred Shares shall not may be deemed to have converted such Preferred Shares until immediately prior to made contingent upon, and effective only as of, the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen transaction or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesoffering.

Mechanics of Conversion. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (1) Before any holder the “Notice of Conversion”). Each Notice of Conversion shall specify the number of shares of Preferred Shares shall Stock to be entitled to convert converted, the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice number of shares of Preferred Stock owned prior to the Company conversion at issue, the number of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are Preferred Stock owned subsequent to be issued. The Company shall, as soon as practicable thereafter unless the conversion at issue and the date on which such notice states that conversion is to be effective on any later effected, which date or when any conditions may not be prior to the date the applicable Holder delivers by facsimile such Notice of Conversion to the Corporation (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the notice have been fulfilled Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion from be required. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Preferred Stock to the Corporation unless all of the shares of Preferred Stock represented thereby are so converted, in which case conversion such Holder shall take effect on deliver the certificate representing such other date or when such conditions have been fulfilledshares of Preferred Stock promptly following the Conversion Date at issue. As soon as practicable after the Conversion Date, the Corporation shall issue and deliver at such office to such holder of Preferred SharesHolder, or subject to the transfer restrictions contained in these Articles to the nominee his, her or nominees of such holderits nominees, a certificate or certificates for the number of full shares of Ordinary Shares to which Common Stock issuable on such holder shall be entitled conversion in accordance with the provisions hereof, together with cash as aforesaid. Such provided in Section 7(d) in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion shall be deemed to have been made immediately prior to (if applicable) and the close payment of business any declared but unpaid dividends on the date of such surrender of the shares of Preferred Shares to Stock converted. Such converted Preferred Stock shall be convertedretired and cancelled and may not be reissued as shares of such series, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to receive reduce the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders authorized number of such Ordinary Shares as shares of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesits preferred stock accordingly.

Mechanics of Conversion. (1) Before any holder of Series D Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor for such shares, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Series D Preferred Stock, or notify the Corporation or its transfer agent that such Series D Preferred Stock certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein in the notice the name or names of any nominee for in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. The Company shallCorporation shall then, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledpracticable, issue and deliver at such office to such holder of Series D Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the such holder's nominee or nominees of such holdernominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidentitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series D Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date; provided, however, that in the event of automatic conversion pursuant to Section 4(b), such conversion shall be deemed to have been made upon the occurrence of the Automatic Conversion Event triggering such conversion without any further action by the holders of shares of Series D Preferred Stock, although the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Series D Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such Series D Preferred Stock certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. If the conversion is in connection with a QIPOan underwritten offering of securities pursuant to the Securities Act, the conversion may, at the option of any holder tendering shares of Series D Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Series D Preferred Shares Stock shall not be deemed to have converted such Series D Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Class B Common Stock shall be entitled to convert the same voluntarily some or all shares of such holder’s Class B Common Stock into Ordinary Shares shares of Class A Common Stock pursuant to Section 2.3(e)(i) of this Article 2, such holder shall give signed written notice (the “Conversion Notice”) to the Secretary at the office of this corporation that such holder elects to convert the same, shall state therein the number of shares to be converted into shares of Class A Common Stock, and shall surrender the certificate or certificates therefor evidencing the shares of Class B Common Stock of which all or a portion are to be converted, at the Office office of this corporation (and shall give written notice to the Company of the election to convert the same accompanied by all transfer taxes (or any part proof of payment thereof) and shall state therein the name or names of any nominee for such holder in which ), if any); provided, however, that if the certificate or certificates for evidencing the shares of Ordinary Shares are to be issuedconverted have been lost, stolen, or destroyed, the holder may, in lieu of delivering such certificate or certificates, notify the Secretary that such certificate or certificates have been lost, stolen, or destroyed and execute and deliver an agreement satisfactory to this corporation (the “lost certificate agreement”) to indemnify this corporation from any loss incurred by it in connection with such certificate or certificates. The Company If requested by such holder, this corporation shall, as soon as practicable thereafter unless such notice states that conversion is thereafter, provide for the issuance and delivery to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, at the address for delivery indicated in the Conversion Notice, of a certificate or certificates for the number of shares of Ordinary Shares Class A Common Stock into which such holder has elected to convert the applicable shares of Class B Common Stock and to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to before the close of business on the later of (A) the date of such receipt by the Secretary of the Conversion Notice and (B) the date of either (i) the surrender to the Secretary of the certificate or certificates evidencing the shares of Preferred Shares Class B Common Stock to be convertedconverted or (ii) the delivery of the lost certificate agreement, as the case may be (the later of the dates under clause (A) or on any later date or when any conditions specified in clause (B), the notice have been fulfilled “Voluntary Conversion Date”), and the person or persons holder entitled to receive the Ordinary Shares issuable shares of Class A Common Stock upon such conversion shall be treated for all purposes as the record holder or of such shares of Class A Common Stock on such Voluntary Conversion Date. Notwithstanding anything to the contrary in this Section 2.3, upon the written agreement of the holders of a majority of the outstanding shares of Class B Common Stock and the corporation, this corporation may amend the procedures, or adopt other procedures, governing the voluntary conversion of the Class B Common Stock. Notwithstanding anything to the contrary in this Section 2.3, automatic conversion of the shares of Class B Common Stock pursuant to Section 2.3(e)(ii) or Section 2.3(e)(iii) of this Article 2 shall be effective without any further action on the part of the holder of such Ordinary Shares shares and shall be effective whether or not the certificates for such shares are surrendered to this corporation. Upon any conversion of shares of Class B Common Stock to Class A Common Stock, all rights of the holder (as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant immediately prior to such offeringconversion) of such shares of Class B Common Stock shall cease and the person, in which event the person(s) persons, entity or entities entitled to receive the Ordinary Shares issuable shares of Class A Common Stock upon such conversion shall be treated for all purposes as having become the record holder or record holders of the Preferred such shares of Class A Common Stock. Shares of Class B Common Stock that are converted into shares of Class A Common Stock as provided in this Section 2.3(e) shall be retired and may not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesreissued.

Mechanics of Conversion. (1) Before any holder of Series B-1 ----------------------- Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for such series of Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of such series of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPO, an underwritten offering of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering such Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesSEC.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Conversion Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Conversion Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any but in no event later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthan ten (10) business days thereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, (i) a certificate or certificates for representing the sum of the number of shares of Ordinary Shares Conversion Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; (ii) a certificate representing any shares of Preferred Stock which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which such holder shall be entitled as aforesaidwere not converted; and (iii) payment in cash of an amount equal to all declared dividends with respect to each share converted which have not been paid prior thereto (payable at the Corporation’s discretion with additional Common Stock). Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of the Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Conversion Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act or any other transaction affecting the Corporation, the conversion may, at the option of any holder tendering such Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offeringoffering or the closing of such other transaction, in which event the person(s) entitled to receive the Ordinary Shares issuable Conversion Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securitiessecurities or other transaction. In the event that the certificate(s) representing the The issuance of certificates for shares of Conversion Stock upon conversion of Preferred Shares to Stock shall be converted as aforesaid are not delivered made without charge to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder holders of such Preferred Shares notifies the Company Stock for any issuance tax in writing that such certificate(s) have been lost, stolen respect thereof or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss other cost incurred by it the Corporation in connection with such certificatesconversion and the related issuance of shares of Conversion Stock. The Corporation shall not close its books against the transfer of Preferred Stock or of Conversion Stock issued or issuable upon conversion of Preferred Stock in any manner which interferes with the timely conversion of Preferred Stock. The Corporation shall assist and cooperate with any holder of shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of shares hereunder (including, without limitation, making any filings required to be made by the Corporation).

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this Company or of any transfer agent for the Preferred Stock, and shall give written notice to the this Company at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The This Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In If the conversion is in connection with a Change of Control Transaction, the conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing of the Change of Control Transaction, in which event that (i) the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company holder shall not be obligated deemed to issue any certificate(shave converted such Preferred Stock until immediately prior to the closing of such Change of Control Transaction and (ii) representing the Ordinary Shares issued upon such conversion, unless the holder shall be entitled to rescind such notice of such Preferred Shares notifies conversion for five days after the Company giving of any notice of a material change in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory terms pursuant to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesSection 2(d)(iv).

Mechanics of Conversion. (1i) Before Promptly after the Conversion Date (and in any holder of Preferred Shares event within three (3) Business Days), the Corporation shall be entitled to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice to the Company of the election to convert the same (or any part thereofA) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Class A Shares to which such holder shall is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Dividends on the Convertible Preference Shares that are being converted into Class A Shares; provided, that any accrued and unpaid Dividends not paid to such holder pursuant to the foregoing clause (B) shall, subject to SECTION 5(b), be entitled as aforesaidconverted into a number of duly authorized, validly issued, fully paid and nonassessable Class A Shares equal to the number determined by dividing (x) the aggregate amount of such accrued and unpaid Dividends on the Convertible Preference Shares that are being converted by (y) the then current Conversion Price. Such conversion shall will be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be convertedConversion Date, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Class A Shares as on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of such datethe converting holder. If The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned or due upon the closing with issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the underwriter name of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesconverting holder.

Mechanics of Conversion. (1) Before any holder of Junior Preferred Shares shall be entitled to convert the same into Ordinary Shares full shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed for transfer or with duly executed stock transfer powers sufficient to permit transfer attached, at the Office office of the Corporation or of any transfer agent for the Junior Preferred (or such holder shall notify the Corporation or any transfer agent that such certificates have been lost, stolen or destroyed and shall execute an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith), and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein such holder’s name or the name or names of any nominee for such holder’s nominees in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. No fractional shares of Common Stock shall be issued upon conversion of the Junior Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price. The Company Corporation shall promptly pay in cash or, to the extent sufficient funds are not then legally available therefor, in Common Stock (at the Common Stock’s fair market value determined by the Board of Directors as of the date of such conversion), any declared and unpaid dividends on the shares of Junior Preferred being converted. The Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesJunior Preferred, or subject to the transfer restrictions contained in these Articles to the such holder’s nominee or nominees of such holdernominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share. Such Except as set forth in the second paragraph of Section 3(c), such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the certificates for the shares of Junior Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before In order to effect the conversion of any holder Security into Conversion Shares, the Holder of Preferred Shares such Security shall surrender to the Trustee or its agent the Security to be entitled converted accompanied by a duly executed notice of conversion form set forth in the certificate representing such Security stating that such Holder elects to convert the same into Ordinary Shares such holder shall surrender the certificate all or certificates therefor at the Office and shall give written notice to the Company a specified portion of the election to convert principal amount at maturity of such Security in accordance with the same (or any part thereof) provisions hereof and shall state therein specifying the name or names of any nominee for such holder in which such Holder wishes the certificate or certificates for shares of Ordinary Conversion Shares are to be issued. The Company shallIf more than one Security shall be surrendered for conversion at one time by the same Holder, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares full Conversion Shares issuable upon conversion thereof shall be computed on the basis of Ordinary the aggregate Accreted Value of all of the Securities so surrendered by such Holder at such time. In case such notice shall specify a name or names other than that of such Holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of Conversion Shares in such name or names. Other than such taxes, the Company will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of Conversion Shares upon conversion of Securities. As promptly as practicable and in any event within ten Business Days after surrender of the Securities to be converted and the receipt of such notice of conversion relating thereto and, if applicable, payment of all transfer taxes (or the demonstration to the satisfaction of the Company that any such taxes have been paid), the Trustee or its agent will instruct the Company to deliver promptly to, or upon the written order of, the Holder of the Securities to be converted (i) certificates representing the number of validly issued, fully paid and nonassessable whole Conversion Shares to which such holder the Holder of the Securities being converted shall be entitled as aforesaidentitled, (ii) any cash owing in lieu of a fractional Conversion Share, determined in accordance with Section 11.04 and (iii) if fewer than all the Securities surrendered are being converted, a new Security or Securities, of like tenor, evidencing a principal amount at maturity equal to the principal amount at maturity of the Securities surrendered for conversion less the principal amount at maturity of the Securities being converted. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Securities to be converted, or on any later date or when any conditions specified in the notice have been fulfilled converted and the person making of any such required payment. Upon such conversion, the rights of the Holder thereof as to the Securities being converted shall cease except for the right to receive Conversion Shares (or persons such other consideration as provided herein) in accordance herewith, and the Person entitled to receive the Ordinary Conversion Shares issuable upon such conversion shall be treated for all purposes as having become the record holder or holders Holder of such Ordinary Conversion Shares as of at such datetime. If All Securities delivered for conversion to the conversion is in connection with a QIPO, the conversion may, Trustee or its agent shall be canceled by or at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter direction of the sale of securities pursuant to such offeringTrustee, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion shall thereafter dispose of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securitiessame. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the The Company shall not be obligated required to issue convert any certificate(s) representing Securities, and no surrender of Securities shall be effective for that purpose, while stock transfer books of the Ordinary Shares issued Company for the Common Stock are closed for any purposes (but not for any period in excess of 15 days), but the surrender of Securities for conversion during any period while such books are so closed shall become effective for conversion immediately upon such conversion, unless the holder reopening of such Preferred Shares notifies books, as if the Company conversion had been made on the date such books were reopened, and with the application of the Conversion Ratio in writing that effect at the date such certificate(s) have been lostbooks were reopened. The Holders of Securities are not entitled, stolen as such, to receive dividends or destroyed and executes an agreement satisfactory other distributions, receive notice of any meeting of the stockholders, consent to any action of the Company stockholders, receive notice of any other stockholder proceedings, or to indemnify any other rights as stockholders of the Company from any loss incurred by it in connection with such certificatesCompany.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined in good faith by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such full shares of Common Stock, and to receive certificates therefor, the holder shall either (A) surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Company of Corporation at such office that the election holder elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedsame. The Company Corporation shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any later date delivery, or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on after such other date or when such conditions have been fulfilledagreement and indemnification, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderStock, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such the holder shall be entitled as aforesaidaforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any The holder of any shares of Preferred Shares shall be entitled to convert Stock may exercise the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice conversion right specified in subsection (a) above by surrendering to the Company Corporation or any transfer agent of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which Corporation the certificate or certificates for shares of Ordinary Shares are the share to be issued. The Company shallconverted, as soon as practicable thereafter unless such accompanied by written notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for specifying the number of shares to be converted. Upon the occurrence of Ordinary Shares the event specified in subsection (b) above, the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to which the Corporation or its transfer agent; provided that the Corporation shall not be obligated to issue to any such holder shall be entitled as aforesaidcertificates evidencing the shares of Common Stock issuable upon such conversion unless certificates evidencing the shares of Preferred Stock are either delivered to the Corporation or any transfer agent of the Corporation. Such conversion Conversion shall be deemed to have been effected on the date when delivery of notice of an election to convert and certificates for shares is made immediately prior to the close of business or on the date of the occurrence of the event specified in subsection (b) above, as the case may be, and such date is referred to herein as the “Conversion Date.” Subject to the provisions of subsection (f)(vii) below, as promptly as practicable thereafter (and after surrender of the certificate or certificates representing shares of Preferred Shares Stock to the Corporation or any transfer agent of the Corporation in the case of conversions pursuant to subsection (b) above), the Corporation shall issue and deliver to or upon the written order of such holder a certificate or check or cash with respect to any fractional interest in a share of Common Stock as provided in subsection (e) below. Subject to the provisions of subsection (f)(vii) below, the person in whose name the certificate or certificates for Common Stock are to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion issued shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing become a holder of record of such sale Common Stock on the applicable Conversion Date. Upon conversion of securities. In only a portion of the event that number of shares covered by a certificate representing shares of Preferred Stock surrendered for conversion (in the certificate(scase of conversion pursuant to subsection (a) representing above), the Preferred Shares Corporation shall issue and deliver to be converted as aforesaid are not delivered to or upon the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless written order of the holder of such the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Preferred Shares notifies Stock representing the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to unconverted portion of the Company to indemnify the Company from any loss incurred by it in connection with such certificatescertificate so surrendered.

Mechanics of Conversion. (1i) Before any holder of Preferred Shares In order to exercise its rights pursuant to this subsection 4.1, the Holder shall be entitled to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give deliver written notice to the Company in the form of EXHIBIT 2 to this Note stating that such Holder (A) owns this Note free and clear of any Liens and (B) elects to convert all or part of the election to convert the same (or outstanding Face Amount of this Note, plus any part thereof) and accrued but unpaid Interest in respect of such amount. Such notice shall state therein the name or names outstanding Face Amount of this Note, plus any nominee for accrued but unpaid Interest in respect of such holder in amount, which the certificate or certificates for shares of Ordinary Shares are Holder seeks to be issuedconvert. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified contained in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such the conversion date, unless such date is delayed while conversion is restricted pursuant to subsection 4.1(a)(ii) or subsection 4.1(a)(iii) (such later date, the "CONVERSION DATE") and the Holder shall be deemed to have been made immediately prior to own the close underlying Applicable Shares free and clear of business on the date all Liens as of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Applicable Shares at the close of business on the Conversion Date. As soon as practicable (but no later than three business days) after the Conversion Date, the Company shall issue and deliver to the Holder a certificate or certificates for the number of Applicable Shares to which the Holder is entitled and the Holder shall surrender this Note to the Company in exchange for delivery of such date. If certificates by the conversion is Company and, in connection the case of a partial redemption, a new Note with a QIPO, Face Amount equal to the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter unconverted portion of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares Note shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then Holder with the Company certificates. A notice of conversion by a Holder under this subsection 4.1(c)(i) shall not be obligated to issue irrevocable until the later of (x) 30 days after its delivery and (y) the Conversion Date set forth therein and thereafter shall be revocable at any certificate(s) representing time upon delivery by the Ordinary Shares issued upon such conversion, unless the holder Holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory a written notice of revocation to the Company if a certificate or certificates for the number of Applicable Shares to indemnify which the Company from any loss incurred by it Holder is entitled with respect to the conversion specified in connection with such certificatesnotice has not been issued and delivered to the Holder.

Mechanics of Conversion. (1) Before any holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice to the Company of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any *** conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company this corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares ----------------------- Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock as provided in paragraph 4(a), he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation and shall give written notice to the Company of the election Corporation at such office that he elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedsame. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, Stock a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder he shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event of an automatic conversion pursuant to paragraph 4(b), the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation; provided, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common Stock issuable upon such conversion, automatic conversion unless the certificates evidencing such shares of Preferred Stock are either delivered to the Corporation as provided above, or the holder of such Preferred Shares notifies the Company in writing Corporation that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of closing of the offering, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

Mechanics of Conversion. Maker shall give the Holder twenty (120) Before any holder days' prior written notice (the "Company Notice") of Preferred Shares the occurrence of an Equity Financing, which notice shall be entitled to convert set forth the same into Ordinary Shares such holder shall surrender anticipated closing date of the certificate or certificates therefor Equity Financing and the Holder's conversion price with respect thereto. The Holder may exercise its right of conversion by (i) surrendering this Note duly endorsed at the Office office of Maker and shall give (ii) delivering written notice to Maker within ten (10) days of its receipt of the Company Notice, specifying the principal amount of this Note which the election Holder wishes to convert the same (or any part thereof) be converted and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Equity Securities are to be issued. The Company Maker shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in practical following the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledclosing of the Equity Financing, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, Holder a certificate or certificates for the number of shares of Ordinary Shares Equity Securities to which such holder the Holder shall be entitled as aforesaid, together with the payment in cash of all accrued but unpaid interest on this Note through the closing date of the Equity Financing; provided, however, that if the person in whose name such certificate or certificates are requested to be registered is other than the registered owner of this Note, Maker may require, prior to issuance of a certificate in the name of such other person, that it receive reasonable transfer documentation (including opinions) or other evidence that the issuance of certificates in such other name as requested does not and will not cause a violation of the Securities Act, any similar Federal statute at the time in effect or any applicable state securities laws. Such conversion shall be deemed to have been made immediately prior to the close of business on the closing date of such surrender of the shares of Preferred Shares to be convertedEquity Financing, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares as of such date. If less than the conversion entire outstanding principal amount of this Note is in connection with being converted, a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, new Note shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then Holder for the Company unconverted principal balance and shall not be obligated of a like tenor as to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesall terms as this Note.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of Series B Pre- ferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price. Shares of Common Stock issued upon conversion of shares of Series B Preferred shall be accompanied by the same number of Rights (1as defined in the Rights Agreement) which may be issuable pursuant to the terms of the Rights Agreement, as it may be amended through the date of such issuance, or any other stock purchase rights or other similar dividends which have previously been declared with respect to the Common Stock. Before any holder of Series B Preferred Shares shall be entitled to convert the same into Ordinary Shares full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Series B Preferred; provided, however, that in the event of conversion at the option of the Corporation, the outstanding shares of Series B Preferred shall be converted automatically without any further action by the holders of such shares and shall give written notice whether or not the certificates representing such shares are surrendered to the Company of the election to convert the same (Corporation or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedits transfer agent. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date after delivery of a certificate or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledcertificates representing outstanding shares of Series B Preferred submitted for conversion, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderSeries B Preferred, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidaforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Shares to be converted, or on any later date or when any conditions specified in the case of conversion at the option of the Corporation, on the record date for conversion, which shall not be earlier than the date notice have been fulfilled of such conversion is received by holders of Series B Preferred, and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to voluntarily convert such Preferred Stock into shares of Common Stock, the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for such series of Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of such series of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPO, an underwritten public offering of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering such Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) any persons entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In If the event that conversion is in connection with Automatic Conversion provisions of subsection 4(b)(ii) or 4(b)(iii) above, such conversion shall be deemed to have been made on the certificate(s) representing conversion date described in the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon stockholder consent approving such conversion, unless and the holder persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such Preferred Shares notifies the Company in writing that shares of Common Stock as of such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesdate.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. All shares of Common Stock (1including fractions) issuable upon conversion of shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated for the purpose of determining whether the conversion would result in the issuance of any fractional share. If, after aggregation, the conversion would result in the issuance of a fractional share of Common Stock, the Company shall, in lieu of issuing any fractional shares to which the holder would otherwise be entitled, pay a sum of cash equal to the then fair market value of such fractional share as determined in good faith by the Board of Directors of the Company. Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder full shares of Common Stock, and to receive certificates therefor, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company or of any transfer agent for the Preferred Stock, and shall give written notice to the Company of the election at such office that he elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shallsame; provided, as soon as practicable thereafter unless such notice states however, that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case event of an automatic conversion shall take effect on such other date or when such conditions have been fulfilledpursuant to paragraph 4(b) above, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the outstanding shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion Stock shall be treated for all purposes as converted automatically without any further action by the record holder or holders of such Ordinary Shares as of shares and whether or not the certificates representing such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior shares are surrendered to the closing of such sale of securities. In the event Company or its transfer agent; provided further, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common Stock issuable upon such conversionautomatic conversion unless either the certificates evidencing such shares of Preferred Stock are delivered to the Company or its transfer agent as provided above, unless or the holder of such Preferred Shares notifies the Company in writing or its transfer agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. The Company shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date; provided, however, that if the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of the Preferred Stock shall not be deemed to have converted such Preferred Stock until immediately prior to the closing of the sale of such securities.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock ----------------------- shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office or to such other location as may be designated by the Corporation and the holders of the Preferred Stock, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be convertedconverted and a check for cash with respect to any fractional interest in a share of the Common Stock as provided in Section 4(h), or on any later date or when any conditions specified in the notice have been fulfilled below, and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such datedate (the "Conversion Date"). If the conversion is in connection with (i) an underwritten offering of securities registered pursuant to the Securities Act of 1933, or (ii) a QIPODeemed Liquidation Event described in Article IV, Section (B)(2)(e)(i), the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offeringoffering or the closing of a Deemed Liquidation Event, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen securities or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesDeemed Liquidation Event.

Mechanics of Conversion. (1In the event of optional conversion of Series B Junior Participating Preferred Stock pursuant to Section 8(A) Before any holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares hereof, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or any transfer agent of such stock, and shall give written notice to the Company secretary of the Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares Units of Ordinary Shares Series A Junior Participating Preferred Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledpractical thereafter, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates certificate(s) for the number of shares Units of Ordinary Shares Series A Junior Participating Preferred Stock to which such holder shall be entitled as aforesaidentitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the such date of such surrender of the shares of Preferred Shares Units to be converted, or on any later date or when any conditions specified in the notice have been fulfilled converted and the person or persons entitled to receive the Ordinary Shares Units of Series A Junior Participating Preferred Stock issuable upon such on the conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares Units of Series A Junior Participating Preferred Stock as of such date. If In the event of the automatic conversion is in connection with a QIPOof Units of Series B Junior Participating Preferred Stock pursuant to Section 8(B) hereof, the outstanding certificates representing the Units of Series B Junior Participating Preferred Stock so converted shall be deemed to represent, immediately upon such conversion mayand without further action, at the option appropriate number of any holder tendering Units of Series A Junior Participating Preferred Shares for Stock issuable upon such conversion; and, be conditioned upon tender to the closing with the underwriter Corporation of the sale original certificate(s) representing such converted Units of securities pursuant to such offeringSeries B Junior Participating Preferred Stock, in which event the person(s) holder thereof shall be entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the new certificate(s) representing the appropriate number of Units of Series A Junior Participating Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued Stock issuable upon such conversion, unless the holder . Any Units of such Series B Junior Participating Preferred Shares notifies the Company in writing that such certificate(sStock cancelled pursuant to this Section 8(E) have been lost, stolen or destroyed and executes an agreement satisfactory shall be restored to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesstatus of authorized but unissued Units of Series B Junior Participating Preferred Stock.

Mechanics of Conversion. (1) Before any holder Holder of Preferred Shares this Note shall be entitled to convert receive the same Common Stock into Ordinary Shares which this Note has been converted, such holder Holder shall surrender the certificate or certificates therefor this Note duly endorsed at the Office and Company's principal corporate office and, if such conversion is being made pursuant to Paragraph 3.1, shall give written notice to the Company Company, at its principal corporate office, of the election to convert this Note, further stating therein the same (or any part thereof) amount of the principal and shall state therein interest to be converted and the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares the Common Stock are to be issued. The Company shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledsurrender of this Note, issue and deliver at such office to such holder of Preferred SharesHolder at the address specified by such Holder, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderHolder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock, together with any other securities and property, to which such holder person or persons shall be entitled as aforesaid. Such Except as otherwise provided in Paragraph 3.2, such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice which this Note shall have been fulfilled surrendered for conversion and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion Common Stock shall be treated for all purposes as the record holder or holders of such Ordinary Shares Common Stock as of such date. If the conversion pursuant to Paragraph 3.1 is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Shares for conversionthe Holder of this Note, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares Holder shall not be deemed to have converted such Preferred Shares this Note until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to Upon any partial conversion of this Note, the Company, then the Company shall not be obligated to at its expense, will forthwith issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory deliver to the Company Holder a new Note in a principal amount equal to indemnify the Company unconverted principal amount of the surrendered Note, such new Note to be dated and to bear interest from any loss incurred by it in connection with such certificatesthe date to which interest has been paid on the surrendered Note.

Mechanics of Conversion. No fractional shares of Common Stock ----------------------- shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled (1) after aggregating all shares of Preferred Stock held by such holder such that the maximum number of whole shares of Common Stock is issued to such holder upon conversion), the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock. Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same same; provided, however, that in the event of an automatic conversion pursuant to paragraph (or any part thereofb) and shall state therein hereof, the name or names of any nominee for such holder in which the certificate or certificates for outstanding shares of Ordinary Shares Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent, and provided further that the Corporation shall not be issuedobligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Preferred Stock are either delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Company Corporation shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any later date delivery, or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on after such other date or when such conditions have been fulfilledagreement and indemnification, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderStock, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such the holder shall be entitled as aforesaidaforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified or, in the notice have been fulfilled case of automatic conversion, on the date of closing of the offering or the date of written election to convert, and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company this corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act of 1933, the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then-fair market value of a share of Common Stock as determined by the Board. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock that the holder is holding and converting into Common Stock at the time of such conversion and the aggregate number of shares of Common Stock issuable upon such conversion. Before any holder of certificated Preferred Shares Stock (if any) shall be entitled to convert the same into Ordinary Shares full shares of Common Stock, such holder shall either (i) surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock or (ii) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shallsame; provided, as soon as practicable thereafter unless such notice states however, that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of an Automatic Conversion Event, such surrender of the outstanding shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion Stock shall be treated for all purposes as converted automatically without any further action by the record holder or holders of such Ordinary Shares as of shares and whether or not the certificates representing such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior shares are surrendered to the closing of such sale of securities. In the event Corporation or its transfer agent; provided further, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common Stock issuable upon such conversionAutomatic Conversion Event (if such shares are certificated), unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder of such Preferred Shares notifies the Company in writing Corporation or its transfer agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock (if such shares are certificated) shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Preferred Stock, or that the certificates evidencing such shares of Common Stock (if such shares are certificated) shall not then be actually delivered to such holder.

Mechanics of Conversion. Conversion of shares of Series A Preferred Stock may be effected by delivering certificates evidencing such shares, together with written notice of conversion and proper assignment of such certificates to the Corporation or in blank to the office of any transfer agent for the shares of Series A Preferred Stock or to any other office or agency maintained by the Corporation for that purpose (1the “Transfer Agent”) Before and otherwise in accordance with reasonable conversion procedures established by the Corporation. Holders of shares of Series A Preferred Stock at the close of business on a record date for any holder payment of declared Preferred Shares Dividends shall be entitled to convert receive the same into Ordinary Shares Preferred Dividends so declared on such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice to the Company of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless Series A Preferred Stock on the corresponding dividend payment date notwithstanding the conversion of such notice states that conversion is to be effective on any later shares of Series A Preferred Stock following such record date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office prior to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaiddividend payment date. Such Each conversion shall be deemed to have been made effected immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be convertedconverted (except that if such conversion is in connection with an underwritten public offering of Common Stock, or on any later date or when any conditions specified in the notice then such conversion shall be deemed to have been fulfilled effected upon such surrender) so that the rights of the holder thereof as to the shares being converted shall cease at such time except for the right to receive shares of Common Stock and all accrued and unpaid dividends in accordance herewith, and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock at such time. As promptly as practicable after the surrender of the Series A Preferred Stock, the Corporation shall issue and deliver to such holder certificates for the number of shares of Common Stock issuable upon the conversion of such date. If the conversion is shares in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing accordance with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesprovisions hereof.

Mechanics of Conversion. (1) Before In the case of a Voluntary Conversion, before any holder of Series A Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company In the case of a Mandatory Conversion, the Corporation shall give written notice to the holder of Series A Preferred Stock at the address indicated in the Corporation’s stock ledger, not sooner than the earlier to occur of (i) the Redemption Expiration Date or (ii) the date on which the Corporation receives the written, irrevocable decision of the holder of Series A Preferred Stock not to require a Redemption pursuant to Section 6, of the satisfaction of the conditions for a Mandatory Conversion and promptly after receipt of such notice, the holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series A Preferred Stock. In either case, the Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series A Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidaforesaid (or, if consistent with the Corporation’s practice of issuing shares of Common Stock, non-certificated shares of Common Stock represented by book-entry on the records of the Corporation or the Corporation’s transfer agent). Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Series A Preferred Shares shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor thereof, duly endorsed, at the Office office of the Corporation or of any transfer agent for such stock, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued; provided, however, that in the event of an automatic conversion pursuant to Section 3(b), the outstanding shares of Series A Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; and provided, further, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Series A Preferred are either delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificate. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in after delivery of the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledSeries A Preferred certificates, issue and deliver at such office to such holder of Series A Preferred Shares, or subject to the transfer restrictions contained in these Articles to the its nominee or nominees of such holdernominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the . The person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any In order for a holder of Series A Preferred Shares shall be entitled Stock to voluntarily convert the same shares of Series A Preferred Stock into Ordinary Shares shares of Class B Common Stock, such holder shall (a) provide written notice to the Corporation's transfer agent at the office of the transfer agent for the Series A Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent) that such holder elects to convert all or any number of such holder's shares of Series A Preferred Stock and, if applicable, any event on which such conversion is contingent and (b), if such holder's shares are certificated, surrender the certificate or certificates therefor for such shares of Series A Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the Office and shall give written notice to the Company office of the election to convert transfer agent for the same Series A Preferred Stock (or any part thereof) and at the principal office of the Corporation if the Corporation serves as its own transfer agent). Such notice shall state therein the such holder's name or the names of any nominee for the nominees in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. If required by the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The Company close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such notice and, if applicable, certificates (or lost certificate affidavit and agreement) shall be the time of conversion (the "Conversion Time"), and the shares of Common Stock issuable upon conversion of the specified shares shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in after the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, Conversion Time (i) issue and deliver at such office to such holder of Series A Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee his, her or nominees of such holderits nominees, a certificate or certificates for the number of full shares of Ordinary Shares to which Common Stock issuable upon such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to in accordance with the close of business on provisions hereof and a certificate for the date of such surrender number (if any) of the shares of Series A Preferred Shares to be convertedStock represented by the surrendered certificate that were not converted into Common Stock, or on any later date or when any conditions specified (ii) pay in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon cash such conversion shall be treated for all purposes amount as the record holder or holders of such Ordinary Shares as of such date. If the conversion is provided in connection with a QIPO, the conversion may, at the option Section 5.3(c) above in lieu of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter fraction of the sale a share of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares Common Stock otherwise issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless and (iii) pay all declared but unpaid dividends on the holder shares of such Series A Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesStock converted.

Mechanics of Conversion. (1) Before any holder of ----------------------- Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office or to such other location as may be designated by the Corporation and the holders of the Preferred Stock, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be convertedconverted and a check for cash with respect to any fractional interest in a share of the Common Stock as provided in Section 4(h), or on any later date or when any conditions specified in the notice have been fulfilled below, and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such datedate (the "Conversion Date"). If the conversion is in connection with (i) an underwritten offering of securities registered pursuant to the Securities Act of 1933, or (ii) a QIPODeemed Liquidation Event described in Article IV, Section (B)(2)(e)(i), the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offeringoffering or the closing of a Deemed Liquidation Event, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen securities or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesDeemed Liquidation Event.

Mechanics of Conversion. (1) Before any holder of Series B Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares full shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Series B Preferred Stock and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein same. In the name or names event of any nominee for such holder in which an automatic conversion, the certificate or certificates for outstanding shares of Ordinary Shares Series B Preferred Stock shall be converted automatically without any further action by the holders of Series B Preferred Stock and whether or not the certificates representing such shares are surrendered to be issuedthe Corporation or its transfer agent. The Company Corporation shall not be obligated to issue certificates evidencing Common Stock issuable upon automatic conversion unless and until the certificates representing the Series B Preferred Stock are surrendered to the Corporation or its transfer agent. No fractional shares of Common Stock shall be issued upon conversion of the Series B Preferred Stock. The Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in after surrender of the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledcertificates for the Series B Preferred Stock, issue and deliver at such the office of the Corporation to such holder of Series B Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, Stock (i) a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidaforesaid and, if applicable, (ii) cash or a check payable to the holder equal to any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to at the close time of business on the date of such surrender of the shares of Series B Preferred Shares Stock to be convertedconverted or, or on any later date or when any conditions specified in the notice have been fulfilled case of an automatic conversion, as provided in Section A.6(b), and the person or persons entitled to receive the Ordinary Shares Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of Common Stock at such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatestime.

Mechanics of Conversion. (1i) Before any In order for a holder of Series B Preferred Shares shall be entitled Stock to convert the same shares of Series B Preferred Stock into Ordinary Shares shares of Common Stock, such holder shall surrender deliver to the office of the transfer agent for the Series B Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent) a written notice (the “Conversion Notice”) that such holder elects to convert all or any number of the shares of the Series B Preferred Stock represented by such certificate or certificates therefor at certificates. The Conversion Notice shall state such holder’s name or the Office and shall give written notice to the Company names of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for nominees in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. The Company shalldate specified by the holder in the notice shall be the conversion date or, as soon as practicable thereafter unless such notice states that conversion if no date is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case Conversion Notice, the conversion date shall take effect on such other be the date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject the Conversion Notice is delivered to the transfer restrictions contained Corporation (such date, as determined in these Articles to accordance with the nominee notice provisions hereof, the “Conversion Date”). On or nominees of such holderbefore the Conversion Date, the holders shall surrender a certificate or certificates for the shares to be converted (or an affidavit of loss and indemnity agreement relating thereto) to the office of the transfer agent for the Series B Preferred (or at the principal office of the Corporation if the Corporation serves as its own transfer agent). If required by the Corporation, certificates surrendered for conversion shall be accompanied by a written instrument evidencing such holder’s desire to convert a specified number of shares of Ordinary Shares Series B Preferred Stock, duly executed by the registered holder or such holder’s attorney duly authorized in writing. Upon surrender of a certificate following one or more partial conversions, the Corporation shall promptly deliver to which such holder a new certificate representing the remaining shares of Series B Preferred Stock. Upon conversion of any Series B Preferred Stock, the Corporation shall promptly (but in no event later than three (3) days after the Conversion Date) issue or cause to be issued and cause to be delivered to, or upon the written order of, such holder (or former holder, as the case may be) of Series B Preferred Stock and in such name or names as such holder may designate, a certificate for the shares of Common Stock issuable upon such conversion, free of restrictive legends unless such shares of Common Stock are not then freely transferable without volume restrictions pursuant to Rule 144(k) under the Securities Act. The shares of Common Stock issuable upon conversion of the shares represented by the certificate or certificates delivered to the Corporation shall be entitled deemed to be outstanding as aforesaidof the Conversion Date. Such conversion holder, or any person so designated by such holder to receive such shares of Common Stock, shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless become the holder of record of such Preferred Shares notifies shares of Common Stock as of the Company Conversion Date. If and when such shares of Common Stock may be freely transferred pursuant to Rule 144 under the Securities Act or pursuant to an effective registration statement, the Corporation shall use its best efforts to deliver such shares of Common Stock electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions, and shall issue such shares of Common Stock in writing that such certificate(sthe same manner as dividend payment shares are issued pursuant to Section 2(b)(iii) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesabove.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Series A Stock ----------------------- shall be entitled to convert the same into Ordinary Shares shares of Class A Common Stock and before any holder of Series B Stock shall be entitled to convert the same into shares of Class B Common Stock or Series A Stock, such holder shall surrender the certificate or certificates therefor therefore, duly endorsed, at the Office office of this corporation or of any transfer agent for the Series A Stock or Series B Stock, as applicable, and shall give written notice by mail, postage prepaid, to the Company this corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Class A Common Stock or Class B Common Stock or Series A Stock issuable upon such conversion are to be issued. The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred Sharesholder, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a the new certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaidcertificates. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Preferred Shares Series A Stock or Series B Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares Class A Common Stock or Class B Common Stock issuable upon such conversion of the Preferred Shares Series A Stock or Series B Stock shall not be deemed to have converted such Preferred Shares Series A Stock or Series B Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of shares of Series A Preferred Shares Stock shall be entitled to convert the same any of such shares into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the office of the Corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice by mail, postage prepaid, or hand delivery, to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder holders of shares of Series A Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderholders, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering the Series A Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares Common Stock issuable upon such conversion of the Series A Preferred Shares Stock shall not be deemed to have converted such Series A Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of the Series B Preferred; the number of shares of Common Stock issuable upon conversion of the Series B Preferred shall be rounded down to the nearest whole number of shares of Common Stock. Before any holder of the Series B Preferred Shares shall be entitled to convert the same into Ordinary Shares full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Series B Preferred, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein same; PROVIDED, HOWEVER, that in the name or names event of any nominee for such holder in which a conversion pursuant to Section 4(b), the certificate or certificates for outstanding shares of Ordinary Shares the Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; and PROVIDED, FURTHER, that the Corporation shall not be issuedobligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of the Series B Preferred are either delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify it for losses incurred as a result of the loss of such certificates. The Company Corporation shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any later date delivery, or when any conditions specified such agreement and indemnification in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledof a lost certificate, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderSeries B Preferred, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of the Series B Preferred Shares to be converted, or on any later date or when any conditions specified or, in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders case of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.automatic

Mechanics of Conversion. (1) Before Upon the occurrence of any of the enumerated events set forth in the Section 7.1, the holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares such holder this Note shall surrender this Note (accompanied, if requested by the certificate or certificates therefor Maker, by a duly executed instrument of transfer), at the Office and shall give written notice to the Company office of the election to convert the same (or any part thereof) Maker, and shall state therein in writing the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company Maker shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred Sharesholder, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid; and in the event of conversion of only a part of the amount outstanding hereon, the Maker shall execute and deliver to or on the order of the holder hereof at said office, at the expense of the Maker, a new note (“New Note”) in an amount equal to the unconverted portion hereof, which New Note shall be dated and bear interest from the date to which interest shall have been paid on such converted portion. Such conversion shall be deemed to have been made immediately prior to the close of business on (i) the date of such surrender of the shares of Preferred Shares to be convertedthis Note as aforesaid, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten public offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Shares for conversionhereof, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) any persons entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares this Note, shall not be deemed to have converted such Preferred Shares this Note, or portion hereof, until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1a) Before any holder Upon the occurrence of Preferred Shares shall be entitled to convert an event described in Section 9.1 or upon the same into Ordinary Shares such holder shall surrender occurrence of a Series A Triggering Event, the certificate or certificates therefor at the Office and Company shall give written notice to each holder of Series A Preferred Units and Series A Warrants (the “Series A Conversion Notice”) that such holder’s Series A Preferred Units and Series A Warrants (the “Series A Conversion Units”) shall be converted into Common Units (or other securities into which the Common Units are then convertible). Promptly thereafter each such holder shall surrender to the Company, at its principal office or at such other office or agency maintained by the Company of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the purpose, any certificate or certificates for shares of Ordinary Shares are to be issuedevidencing such Series A Conversion Units. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion Series A Conversion Notice shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder also contain a calculation of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares Common Units (or other securities into which the Common Units are then convertible) issuable upon such conversion. Notwithstanding the foregoing, the Company shall not be required to issue any Common Units (or other securities into which the Common Units are then convertible) to any Person other than the Person listed in the Company’s records as the holder of Ordinary Shares the Series A Conversion Units unless the Company has obtained reasonable assurance that such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under, the Securities Act, and all applicable state securities laws, including, if necessary in the reasonable judgment of the Company or its legal counsel, receipt of an opinion to which such holder shall effect from counsel reasonably satisfactory to the Company. In no event would such opinion be entitled as aforesaidrequired if the Common Units could, upon conversion, be resold pursuant to Rule 144 or Rule 144A under the Securities Act. Such conversion shall be deemed to have been made immediately prior to effected as of the close of business on the date of such surrender of an event described in Section 9.1 occurred or the shares of Preferred Shares to be convertedSeries A Triggering Event occurred, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares Common Units (or other securities into which the Common Units are then convertible) issuable upon such conversion shall be treated for all purposes as the record holder or holders of record of such Ordinary Shares Common Units (or other securities into which the Common Units are then convertible) as of the close of business on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of the Preferred Stock. If upon conversion of shares of Preferred Stock held by a registered holder which are being converted, such register holder would, but for the provisions of this Section 3(b), receive a fraction of a share of Common Stock thereon, then in lieu of any such fractional share to which such holder would otherwise be entitled, the Corporation shall round up or down, as the case may be, to the nearest share. Before any holder of the Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares full shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or any transfer agent for the Preferred Stock, and shall give written notice by facsimile or otherwise (the "Conversion Notice") to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein such holder's name or the name or names of any nominee for its nominees in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on thereafter, but in any later event within five business days of the date or when any conditions specified in of its receipt of the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledConversion Notice and original Preferred Stock Certificate, issue and deliver at such office or cause to be issued and delivered to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the its nominee or nominees of such holdernominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidentitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of that the shares of Preferred Shares to be convertedCorporation receives the Conversion Notice by facsimile or otherwise, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares share of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If Upon the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering shares of Preferred Shares for conversionStock, such shares shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior restored to the closing status of such sale of securities. In authorized but unissued shares and may be reissued as a new series by the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue Corporation at any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatestime.

Mechanics of Conversion. (1i) Before any To convert a Convertible Note, a holder must satisfy the requirements of Preferred Shares shall be entitled to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice to the Company of the election to convert the same (or any part thereofSection 4.2(c)(ii) and shall state therein the name or names of any nominee for such holder in below. The date on which the certificate or certificates for shares holder satisfies all of Ordinary Shares are to be issuedthose requirements is the conversion date (the "Conversion Date"). The Company shall, as As soon as practicable thereafter unless such notice states that conversion is to be effective on after the Conversion Date (and in any later date or when any conditions specified in event within five (5) business days thereafter), the notice have been fulfilled in which case conversion Company shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, holder a certificate or certificates for the number of whole shares of Ordinary Shares Common Stock issuable upon the conversion, or shall instruct its transfer agent to which register such number of shares in such holder's name, and a check for any fractional share determined pursuant to Section 4.2(c) (iii) below. The person in whose name the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such date, such person's rights as a holder of a Convertible Note with respect to the converted Convertible Note shall cease; provided, however, that no surrender of a Convertible Note on any date when the stock transfer books of the Company shall be entitled as aforesaid. Such conversion closed shall be deemed effective to have been made immediately prior constitute the person entitled to receive the shares of Common Stock upon such conversion as the stockholder of record of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person entitled to receive such shares of Common Stock as the stockholder of record thereof for all purposes at the close of business on the date of next succeeding day on which such surrender of the shares of Preferred Shares to be convertedstock transfer books are open; provided further, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon however, that such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares Conversion Price in effect on the date that such Convertible Note shall have been surrendered for conversion, be conditioned upon as if the closing with the underwriter stock transfer books of the sale Company had not been closed. No payment or adjustment will be made for accrued and unpaid interest on a converted Convertible Note or for dividends or distributions on shares of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock issued upon such conversion of a Convertible Note, but if any holder surrenders a Convertible Note for conversion after the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately close of business on the record date for the payment of an installment of interest and prior to the closing opening of such sale of securities. In business on the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Companynext interest payment date, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon then, notwithstanding such conversion, unless the interest payable on such interest payment date shall be paid to the holder of such Preferred Shares notifies the Company Convertible Note on such record date. In such event, unless such Convertible Note has been called for redemption on or prior to such interest payment date, such Convertible Note, when surrendered for conversion, must be accompanied by payment in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory funds acceptable to the Company of an amount equal to indemnify the interest payable on such interest payment date on the portion so converted. If a holder converts more than one Convertible Note at the same time, the number of whole shares of Common Stock issuable upon the conversion shall be based on the total principal amount of Convertible Notes converted. Upon surrender of a Convertible Note that is converted in part, the Company from any loss incurred by it shall deliver for the holder a new Convertible Note equal in connection with such certificatesprincipal amount to the unconverted portion of the Convertible Note surrendered.

Mechanics of Conversion. Provided the Purchaser has notified the Company of the Purchaser's intention to sell the Note Shares and the Note Shares are included in an effective registration statement or are otherwise exempt from registration when sold: (i) upon the conversion of the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel reasonably acceptable to the Purchaser following a request by the Purchaser) to assure that the Company's transfer agent shall issue shares of the Company's Common Stock in the name of the Purchaser (or its nominee) or such other persons as designated by the Purchaser in accordance with Section 9.1(b) hereof and in such denominations to be specified representing the number of Note Shares issuable upon such conversion; and (ii) the Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that after the Effectiveness Date (as defined in the Registration Rights Agreement) the Note Shares issued will be freely transferable subject to the prospectus delivery requirements of the Securities Act and the provisions of this Agreement, and will not contain a legend restricting the resale or transferability of the Note Shares. The Purchaser will give notice of its decision to exercise its right to convert the Note or part thereof by telecopying or otherwise delivering an executed and completed notice of the number of shares to be converted to the Company (the "Notice of Conversion"). The Purchaser will not be required to surrender the Note until the Purchaser receives a credit to the account of the Purchaser's prime broker through the DWAC system (as defined below), representing the Note Shares or until the Note has been fully satisfied. Each date on which a Notice of Conversion is telecopied or delivered to the Company in accordance with the provisions hereof shall be deemed a "Conversion Date." Pursuant to the terms of the Notice of Conversion, the Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Before any holder business day of Preferred Shares shall be entitled to convert the same into Ordinary Shares such holder shall surrender date of the certificate or certificates therefor at the Office and shall give written notice delivery to the Company of the election to convert the same (or any part thereof) Notice of Conversion and shall state therein cause the name or names transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of any nominee for such holder in which the certificate or certificates for shares Purchaser's prime broker with the Depository Trust Company ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) business days after receipt by the Company of Ordinary Shares are to be issuedthe Notice of Conversion (the "Delivery Date"). The Company shall, as soon as practicable thereafter unless such notice states understands that conversion is to be effective on any later date or when any conditions specified a delay in the notice have been fulfilled delivery of the Note Shares in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office the form required pursuant to such holder of Preferred Shares, or subject Section 9 hereof beyond the Delivery Date could result in economic loss to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securitiesPurchaser. In the event that the certificate(s) representing Company fails to direct its transfer agent to deliver the Preferred Note Shares to be converted as aforesaid the Purchaser via the DWAC system within the time frame set forth in Section 9.1(b) above and the Note Shares are not delivered to the CompanyPurchaser by the Delivery Date, then as compensation to the Purchaser for such loss, the Company agrees to pay late payments to the Purchaser for late issuance of the Note Shares in the form required pursuant to Section 9 hereof upon conversion of the Note in an amount equal to the Purchaser's actual damages from such delayed delivery. The Company shall not be obligated pay any payments incurred under this Section in immediately available funds upon written demand, accompanied by reasonable documentation of the amount of such damages. Such documentation shall show the number of shares of Common Stock the Purchaser is forced to issue any certificate(spurchase (in an open market transaction) representing which the Ordinary Shares issued Purchaser anticipated receiving upon such conversion, unless and shall be calculated as the holder amount by which (A) the Purchaser's total purchase price (including customary brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Note, for which such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesConversion Notice was not timely honored.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of shares of Series A Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price. Before any holder of Series A Preferred Shares shall be entitled to convert the same into Ordinary Shares shares of Common Stock pursuant to Section 5(a), such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for shares of Series A Preferred, as the case may be (or affidavits stating that such certificates have been lost, stolen or destroyed), and shall give written notice by mail, postage prepaid, to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state stating therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which Series A Preferred being converted, and such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender receipt by the Corporation or its transfer agent of the shares of stock certificates for the Series A Preferred Shares to be converted, converted or on any later date or when any conditions specified in the notice an affidavit stating that such certificates have been fulfilled and the person lost, stolen or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securitiesdestroyed. In the event of a Forced Conversion pursuant to Section 5(b), the outstanding shares of Series A Preferred shall be converted automatically into shares of Common Stock without any further action by the holder of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or the transfer agent for the Series A Preferred; provided that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common Stock issuable upon such conversionForced Conversion or the payment set forth in Section 5(b)(iv) until the certificates evidencing such shares of Series A Preferred are either delivered to the Corporation or the transfer agent for the Series A Preferred as provided above, unless or the holder of such Preferred Shares notifies delivers to the Company in writing Corporation or the transfer agent an affidavit that such certificate(s) certificates have been lost, stolen or destroyed destroyed. The Corporation shall, as soon as practicable thereafter, issue and executes an agreement satisfactory deliver to such address as the Company holder may direct, a certificate or certificates for the number of shares of Common Stock to indemnify which such holder shall be entitled and the Company from any loss incurred by it applicable payment set forth in connection with such certificatesSection 5(b)(iv).

Mechanics of Conversion. (1) Before In the case of a Voluntary Conversion, before any holder of Series B Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company In the case of a Mandatory Conversion, the Corporation shall give written notice to the holder of Series B Preferred Stock at the address indicated in the Corporation’s stock ledger, of the satisfaction of the conditions for a Mandatory Conversion and promptly after receipt of such notice, the holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock. In either case, the Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series B Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidaforesaid (or, if consistent with the Corporation’s practice of issuing shares of Common Stock, non-certificated shares of Common Stock represented by book-entry on the records of the Corporation or the Corporation’s transfer agent). Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such full shares of Common Stock, and to receive certificates therefor, the holder shall either (A) surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Company of Corporation at such office that the election holder elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shallsame; provided, as soon as practicable thereafter unless such notice states however, that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of an Automatic Conversion Event, the outstanding shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion Stock shall be treated for all purposes as converted automatically without any further action by the record holder or holders of such Ordinary Shares as of shares and whether or not the certificates representing such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior shares are surrendered to the closing of such sale of securities. In the event Corporation or its transfer agent; provided further, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common Stock issuable upon such conversionAutomatic Conversion Event unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, unless or the holder of such Preferred Shares notifies the Company in writing Corporation or its transfer agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder.

Mechanics of Conversion. No fractional Ordinary Shares shall be issued upon conversion of the Preference Shares. All Ordinary Shares (1including any fractions thereof) issuable upon conversion of Preference Shares by a holder thereof shall be aggregated for purposes of determining whether the issuance would result in the issuance of any fractional share. In lieu of any fractional shares to which the holder thereof would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then effective Series A Conversion Price, unless the payment would amount to less than US$50.00 in aggregate payable to any single converting holder of Preference Shares in which case such amount will not be distributed but shall be retained for the benefit of the Company. Before any holder of Preferred the Preference Shares shall be entitled to convert the same into Ordinary Shares and to receive certificates therefor, such holder shall give not less than two (2) Business Days prior written notice to the Company at such office that it elects to convert the same and surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company or of any transfer agent for the Preference Shares on the expiry of such fourteen (14) day period; provided, however, that in the event of an Automatic Conversion pursuant to Clause 18.1(a), the outstanding Preference Shares shall be converted automatically without any further action by the holders of such shares and shall give written notice whether or not the certificates representing such shares are surrendered to the Company of or its transfer agent, and provided further that the election Company shall not be obligated to convert issue certificates evidencing the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares issuable upon such Automatic Conversion unless the certificates evidencing such Preference Shares are either delivered to be issuedthe Company or its transfer agent as provided above, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen, or destroyed. The Company shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any later date delivery, or when any conditions specified such notification in the notice have been fulfilled case of a lost certificate (subject to of an indemnity by the holder in which case conversion shall take effect on such other date or when such conditions have been fulfilleda form reasonably satisfactory to the Directors), issue and deliver at such office to such holder of Preferred the Preference Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaidaforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional Ordinary Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Preference Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled case of Automatic Conversion, on the date of, and immediately prior to, the closing of the Qualified IPO, and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares at such time. For the avoidance of doubt, no conversion shall prejudice the right of a holder of Preference Shares to receive dividends and other distributions declared but not paid as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option date of any holder tendering Preferred conversion on the Preference Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesbeing converted.

Mechanics of Conversion. (1) No fractional shares of Common shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price. Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder full shares of Common, it shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company of the election Corporation at such office that it elects to convert the same (or any part thereof) and except that no such written notice of election to convert shall state therein be necessary in the name or names event of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are an automatic conversion pursuant to be issuedSection 4.a.). The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, Stock a certificate or certificates certificates, registered in such names as specified by the holder, for the number of shares of Ordinary Shares Common to which such holder he shall be entitled as aforesaidaforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common, and any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common on such datedate (except that in the event of an automatic conversion (i) upon a Qualified Public Offering pursuant to Section 4.a. such conversion shall be deemed to have been made immediately prior to the closing of the Qualified Public Offering and (ii) upon a Qualifying Consent pursuant to Section 4.a. such conversion shall be deemed to have been made on the date specified in such Qualifying Consent). If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Act, the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares Common issuable upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any Each holder of Series A Preferred Shares shall be entitled Stock that desires to convert the same into Ordinary Shares such holder shares of Common Stock shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office and shall give principal office of the Corporation or of any transfer agent for the Series A Preferred Stock or Common Stock, accompanied by written notice to the Company of the election Corporation that such holder elects to convert the same (or any part thereofand stating therein the number of shares of Series A Preferred Stock being converted and whether all declared and unpaid dividends in respect of such shares shall be included in the calculation set forth in Section 5(a) hereof, and shall state therein setting forth the name or names of any nominee for in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issuedissued if such name or names shall be different from that of such holder. The Company shallThereupon, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion Corporation shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office on the fifth succeeding Business Day after receipt of such certificate and notice (unless such conversion is in connection with an underwritten public offering of Common Stock, in which event concurrently with such conversion) to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of on such holder's written order, (i) a certificate or certificates for the number of validly issued, fully paid and nonassessable full shares of Ordinary Shares Common Stock to which such holder shall be is entitled as aforesaidand (ii) if less than the full number of shares of Series A Preferred Stock evidenced by the surrendered certificate or certificates being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares converted. Such Each conversion shall be deemed to have been made effected immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be convertedconverted (except that if such conversion is in connection with an underwritten public offering of Common Stock, or on any later date or when any conditions specified in the notice then such conversion shall be deemed to have been fulfilled effected upon such surrender) so that the rights of the holder thereof as to the shares being converted shall cease at such time except for (x) the right to receive shares of Common Stock and (y) if the holder of the shares being so converted shall have elected to receive dividends subsequent to such conversion, all accrued and unpaid dividends in accordance herewith, and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock at such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatestime.

Mechanics of Conversion. (1) Before any holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this Corporation or of any transfer agent for the Preferred, and shall give written notice to the Company this Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued; provided, however, that on the date of an Automatic Conversion Event, the outstanding shares of Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided further, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such Automatic Conversion Event unless either the certificates evidencing such shares of Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Company On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred shall be deemed to be a holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by such holder, or that the certificate evidencing such shares of Common Stock shall not then be delivered to such holder. This Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesPreferred, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Shares for conversion, unless otherwise designated by the holder, will be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder shares of Preferred Shares shall be entitled converted pursuant to convert Section (i)(i) or (i)(2) of this Article Third into shares of Common Stock, the same into Ordinary Shares such holder thereof shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Shares, and shall (a) if being converted at the election of the holder pursuant to Section (i)(i) of this Article Third, such holder must give written notice by mail, postage prepaid, to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued, or (b) if being converted automatically pursuant to Section (i)(ii) of this Article Third, the Corporation must give written notice by mail, postage prepaid, to the holder at the last known address as reflected on the Corporation's records of such conversion and requesting the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderholder if so directed, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to before the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any Each holder of Series A Preferred Shares shall be entitled who desires to convert the same into Ordinary Shares such holder shares of Common Stock pursuant to this Section 4 shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company or any transfer agent for the Series A Preferred, and shall give written notice to the Company of the election at such office that such holder elects to convert the same (or any part thereof) and same. Such notice shall state therein the name or names number of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to Series A Preferred being converted. Thereupon, the Company shall promptly (which shall be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any no later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, than three (3) business days) issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be is entitled and pay (i) in cash or, to the extent sufficient funds are not then legally available therefor, in Common Stock (at the Common Stock’s Fair Market Value calculated as aforesaidof the date of such conversion), any declared and unpaid dividends on the shares of Series A Preferred being converted, and (ii) in cash (at the Common Stock’s Fair Market Value calculated as of the date of conversion) the value of any fractional share of Common Stock otherwise issuable to any holder of Series A Series Preferred. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series A Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If The “Fair Market Value” of the Common Stock as of the date of the conversion is in connection with a QIPOshall be determined as follows: [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the conversion mayMARKED BY BRACKETS, at the option of any holder tendering Preferred Shares for conversionHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesAS AMENDED.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Holder shall be entitled to convert the same this Note, in whole or in part, into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor this Note at the Office office of the Company, and shall give written notice in person, or by facsimile, mail, postage prepaid, to the Company at its principal corporate office, of the Xxxxxx's election to convert the same (or any part thereof) Note and shall state therein the portion of the principal amount of the Note to be converted and the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued, the address of such persons to beused for record purposes, and the address(s) to which the certificate(s) should be delivered if different from the record address. Such notice shalt be on the form attached to this Note as Exhibit 'A'. The Company shall, shall as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesHolder, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderHolder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder Holder shall be entitled as aforesaidaforesaid and, if less than the full principal amount of the note is converted, a new Note representing the uncoverted balance which remains outstanding. Any interest accrued but unpaid on the converted portion of the Note shall be paid upon conversion; any interest accrued but unpaid on the non-converted portion of the Note shall be paid in due course under the replacement Note. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Note to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Junior Series-1 Preferred Shares shall be entitled to convert the same into Ordinary Shares such holder shares of Common as provided in paragraph IV.F(2)(a), he shall surrender the certificate or certificates therefor therefor, duly endorsed (or, if the holder notifies the Corporation that such certificate(s) have been lost, stolen or destroyed, an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates), at the Office office of the Corporation and shall give written notice to the Company of the election Corporation at such office that he elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedsame. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Junior Series-1 Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common to which such holder he shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Junior Series-1 Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event of an automatic conversion pursuant to paragraph IV.F(2)(b), the outstanding shares of Junior Series-1 Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation; provided, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common issuable upon such conversion, automatic conversion unless the certificates evidencing such shares of Junior Series-1 Preferred are either delivered to the Corporation as provided above, or the holder of such Preferred Shares notifies the Company in writing Corporation that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Junior Series-1 Preferred, a certificate or certificates for the number of shares of Common to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common. Such conversion shall be deemed to have been made immediately prior to and shall be contingent upon the closing of a Qualified Offering, and the person or persons entitled to receive the shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common on such date.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock that the holder is holding and converting into Common Stock at the time of such conversion and the aggregate number of shares of Common Stock issuable upon such conversion. Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares full shares of Common Stock, and to receive certificates therefor, such holder shall either (i) surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for such shares of Preferred Stock or (ii) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shallsame; provided, as soon as practicable thereafter unless such notice states however, that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of an Automatic Conversion Event, such surrender of the outstanding shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion Stock shall be treated for all purposes as converted automatically without any further action by the record holder or holders of such Ordinary Shares as of shares and whether or not the certificates representing such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior shares are surrendered to the closing of such sale of securities. In the event Corporation or its transfer agent; provided further, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common Stock issuable upon such conversionAutomatic Conversion Event unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, unless or the holder of such Preferred Shares notifies the Company in writing Corporation or its transfer agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder.

Mechanics of Conversion. The Corporation shall send to all holders of record of Series A Convertible Preferred Stock that also are holders of the Notes (1the “Eligible Holders”), written notice of the Effective Time and the place designated for mandatory conversion of all such shares of Series A Convertible Preferred Stock held by the Eligible Holders. The Corporation need not send such notice in advance of the occurrence of the Effective Time. Upon receipt of such notice, each Eligible Holder shall surrender his, her or its certificate or certificates for all shares of Series A Convertible Preferred Stock held by such Eligible Holder (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) Before any to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Series A-1 Convertible Preferred Stock to which such Eligible Holder is entitled pursuant to this Article IV(C). At the Effective Time, the applicable number of shares of Series A Preferred held by the Eligible Holders shall be deemed to have been converted into shares of Series A-1 Convertible Preferred Stock, which such shares of Series A-1 Convertible Preferred Stock shall be deemed to be outstanding of record, and all rights with respect to the Series A Convertible Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Series A-1 Convertible Preferred Shares Stock), will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the last sentence of this Article IV(C)2. If so required by the Corporation, certificates of Series A Convertible Preferred Stock surrendered for conversion shall be entitled endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to convert the same into Ordinary Shares such Corporation, duly executed by the registered holder shall or by his, her or its attorney duly authorized in writing. As soon as practicable after the Effective Time and the surrender of the certificate or certificates therefor at the Office and shall give written notice to the Company of the election to convert the same (or any part thereoflost certificate affidavit and agreement) and for Series A Convertible Preferred Stock, the Corporation shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Sharesholder, or subject to the transfer restrictions contained in these Articles to the nominee his, her or nominees of such holderits nominees, a certificate or certificates for the number of full shares of Ordinary Shares to which Series A-1 Convertible Preferred Stock issuable on such holder conversion in accordance with the provisions hereof, together with cash as provided below in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion. No fractional shares shall be entitled as aforesaid. Such issued upon the conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the any shares of Series A Convertible Preferred Shares Stock into Series A-1 Convertible Preferred Stock, and the number of shares of Series A-1 Convertible Preferred Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable issued upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior rounded up to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesnearest whole share.

Mechanics of Conversion. (1) Before any Each holder of that desires to convert Preferred Shares shall be entitled to convert the same into Ordinary Shares such holder pursuant to Article 7.1 shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company, and shall give written notice to the Company of the election at such office that such holder elects to convert the same (or any part thereof) and shall state therein the name or names number of any nominee for such holder in which Preferred Shares being converted. Thereupon the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, promptly issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be is entitled as aforesaidupon conversion. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of certificate representing the Preferred Shares to be converted, or on any later date or when any conditions specified in and at that time the notice have been fulfilled rights of such Preferred Shares shall cease, and the person or persons Person entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of on such datetime. If In the conversion is in connection with a QIPO, the conversion may, at the option event of any holder tendering conversion of Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to Article 7.2, then the holders of Preferred Shares shall be deemed to have surrendered their certificates as aforesaid, and the certificates representing such offering, in which event Preferred Shares shall thereupon represent solely the person(s) entitled right to receive the Ordinary Shares issuable into which the Preferred Shares represented by such certificates shall have been converted upon the tender (or deemed tender) of such certificates to the Company, and the record holder of such Preferred Shares shall be treated for all purposes as the record holder of such Ordinary Shares effective upon the date of such conversion. Upon the occurrence of such conversion of the Preferred Shares, the holders thereof shall surrender the certificates representing such shares at the office of the Company. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, certificates for the number of shares of Ordinary Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing into which the Preferred Shares to be converted as aforesaid are not delivered to surrendered were convertible on the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon date of such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of Series D Preferred Stock. If upon conversion of shares of Series D Preferred Stock held by a registered holder which are being converted, such registered holder would, but for the provisions of this Section 2(b), receive a fraction of a share of Common Stock thereon, then in lieu of any such fractional share to which such holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price. Before any holder of Series D Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares full shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor,duly endorsed, at the Office office of the Corporation or of any transfer agent for the Series D Preferred Stock, and shall give written notice (the "Conversion Notice") to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein such holder's name or the name or names of any nominee for its nominees in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is thereafter, but in any event within three business days of the date of its receipt of the original Conversion Notice and the certificate or certificates representing the shares of Series D Preferred Stock to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledconverted, issue and deliver at such office or cause to be issued and delivered to such holder of Series D Preferred Shares, Stock or subject to the transfer restrictions contained in these Articles to the its nominee or nominees of such holdernominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidentitled, together with cash in lieu of any fraction of a share. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of that the shares of Preferred Shares to be convertedCorporation first receives the Conversion Notice, by telecopier or on any later date or when any conditions specified in the notice have been fulfilled otherwise, and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If Upon the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering shares of Series D Preferred Shares for conversionStock, such shares shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior restored to the closing status of such sale authorized but unissued shares of securities. In Series D Preferred Stock and may be reissued by the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue Corporation at any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatestime.

Mechanics of Conversion. (1) Before any holder of Preferred Shares shares of Convertible Series A shall be entitled to convert the same into Ordinary Shares such full shares of Common Stock pursuant to paragraph (iv)(1) above, the holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the corporation or of any transfer agent for such Convertible Series A, as the case may be, and shall give written notice to the Company of corporation at such office that the election holder elects to convert the same (or any part thereof) and shall state therein the holder's name or the name or names of any nominee for such holder the holder's nominees in which the holder wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. The Company corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver or cause to be issued and delivered at such office to such holder of Preferred Sharesholder, or subject to the transfer restrictions contained in these Articles to the holder's nominee or nominees of such holdernominees, a certificate or certificates for the number of full shares of Ordinary Shares Common Stock to which such the holder shall be entitled as aforesaid. Such A conversion pursuant to paragraph (iv)(1) above shall be deemed to have been made occurred immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Convertible Series A to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the Upon automatic conversion is in connection with a QIPOof Convertible Series A into full shares of Common Stock pursuant to paragraph (iv)(2) above, the conversion mayholder of the Convertible Series A shall, upon request by the corporation, surrender the certificate or certificates therefor, duly endorsed, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter office of the sale corporation or any transfer agent for such Convertible Series A, as the case may be, and shall state therein the holder's name or the name or names of securities pursuant the holder's nominees in which the holder wishes the certificate or certificates for shares of Common Stock to be issued. The corporation shall, as soon as practicable thereafter, issue and deliver or cause to be issued and delivered at such office to such offeringholder, in or to the holder's nominee or nominees, a certificate or certificates for the number of full shares of Common Stock to which event the person(s) holder shall be entitled to receive the Ordinary Shares issuable upon such conversion as aforesaid. Each holder of the Preferred Shares Convertible Series A whose Convertible Series A is converted to Common Stock shall be entitled to, and the corporation shall promptly pay in cash, or set aside for payment, all unpaid dividends with respect to such converted shares of the Convertible Series A, earned to and including the date of conversion. A holder of the Convertible Series A shall not be deemed entitled to have converted such Preferred Shares until immediately prior any remaining dividends with respect to the closing Convertible Series A so converted, but shall be entitled to receive, on the date of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder arrearages, if any, with respect to any shares of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesConvertible Series A so converted.

Mechanics of Conversion. (1) Before any holder of Preferred Shares ----------------------- Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office or to such other location as may be designated by the Corporation and the holders of the Preferred Stock, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be convertedconverted and a check for cash with respect to any fractional interest in a share of the Common Stock as provided in Section 4(h), or on any later date or when any conditions specified in the notice have been fulfilled below, and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such datedate (the "Conversion Date"). If the conversion is in connection with (i) an underwritten offering of securities registered pursuant to the Securities Act of 1933, or (ii) a QIPODeemed Liquidation Event described in Article IV, Section (B)(2)(e)(i), the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offeringoffering or the closing of a Deemed Liquidation Event, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen securities or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesDeemed Liquidation Event.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Holder shall be entitled to convert the same this Note, in whole or in part, into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor this Note at the Office office of the Company, and shall give written notice in person, or by facsimile, mail, postage prepaid, to the Company at its principal corporate office, of the Holder’s election to convert the same (or any part thereof) Note and shall state therein the portion of the principal amount of the Note to be converted and the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued, the address of such persons to be used for record purposes, and the address(s) to which the certificate(s) should be delivered if different from the record address. Such notice shall be on the form attached to this Note as Exhibit ‘A’. The Company shall, shall as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesHolder, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderHolder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder Holder shall be entitled as aforesaidaforesaid and, if less than the full principal amount of the note is converted, a new Note representing the uncoverted balance which remains outstanding. Any interest accrued but unpaid on the converted portion of the Note shall be paid upon conversion; any interest accrued but unpaid on the non-converted portion of the Note shall be paid in due course under the replacement Note. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Note to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Class A Preferred Shares shall be entitled to voluntarily convert Class A Preferred Shares into Common Shares in accordance with this Section 11, the same into Ordinary Shares such holder shall (a) surrender the certificate or certificates therefor representing the Class A Preferred Shares to be converted at the Office head office of the Corporation, or the office of any transfer agent for the Class A Preferred Shares, (b) deliver any other document, including any medallion signature guarantee, as may be required by the Corporation’s transfer agent, if applicable, and shall (c) give written notice to the Company Corporation at its head office of the his, her or its election to convert such Class A Preferred Shares (the same “Conversion Notice”). Such Conversion Notice shall (or any part thereofa) and shall state therein the number of Class A Preferred Shares elected to be converted, (b) state the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary representing the Common Shares are to be issued, and (c) provide evidence, to the satisfaction of the board of directors of the Corporation, acting reasonably, that the issuance of the full number of Common Shares issuable in respect of the Conversion Notice does not violate the Conversion Limitation set out in Section 11(a)(iv). The Company shall, Corporation shall (or shall cause its transfer agent to) as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred Sharesor his, her or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderits nominee, a certificate or certificates for or direct registration statement representing the number of shares of Ordinary Common Shares to which such holder shall be is entitled as aforesaidupon conversion. Such conversion shall be deemed to have been made taken place immediately prior to the close of business on the date of such surrender of day on which the shares of certificate or certificates representing the Class A Preferred Shares to be convertedconverted is surrendered and the Conversion Notice is delivered, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Common Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of record of such Ordinary Common Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) No fractional shares of Common shall be issued upon conversion of Series A Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price. Before any holder of Series A Preferred Shares shall be entitled to convert the same into Ordinary Shares such holder full shares of Common, it shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the corporation or of any transfer agent for the Series A Preferred, and shall give written notice to the Company of the election corporation at such office that it elects to convert the same (or any part thereof) and except that no such written notice of election to convert shall state therein be necessary in the name or names event of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are an automatic conversion pursuant to be issuedSection 4.a.). The Company corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series A Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates certificates, registered in such names as specified by the holder, for the number of shares of Ordinary Shares Common to which such holder he shall be entitled as aforesaidaforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common, and any accrued and unpaid dividends on the converted Series A Preferred. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common on such datedate (except that in the event of an automatic conversion (i) upon a Qualified Public Offering pursuant to Section 4.a. such conversion shall be deemed to have been made immediately prior to the closing of the Qualified Public Offering and (ii) upon a Qualifying Consent pursuant to Section 4.a. such conversion shall be deemed to have been made on the date specified in such Qualifying Consent). If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Act, the conversion may, at the option of any holder tendering Series A Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares Common issuable upon such conversion of the Series A Preferred Shares shall not be deemed to have converted such Series A Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any The holder of any shares of Preferred Shares shall be entitled Stock may exercise the conversion right specified in Section 7(a) as to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice any part thereof by surrendering to the Company or any transfer agent of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which Company the certificate or certificates for the shares to be converted, accompanied by written notice stating that the holder elects to convert all or a specified portion of the shares represented thereby. Conversion shall be considered to have been effected on the date when a holder of Preferred Stock delivers notice of an election to convert shares of Ordinary Shares are Preferred Stock to be issued. The the Company shallaccompanied by certificates representing such shares, and such date is referred to herein as the "Conversion Date." Subject to the provisions of Section 7(d), as soon promptly as practicable thereafter unless (and after surrender of the certificate or certificates evidencing the shares of Preferred Stock or delivery to the Company of an affidavit and indemnity with respect to such notice states that conversion is to be effective on any later date or when any conditions specified in certificates), the notice have been fulfilled in which case conversion Company shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to or upon the written order of such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of full shares of Ordinary Shares Common Stock to which such holder is entitled and a check or cash with respect to any fractional interest in a share of Common Stock as provided in Section 7(h) hereof. Subject to the provisions of Section 7(d), the Person in whose name the certificate or certificates for Common Stock are to be issued shall be entitled as aforesaid. Such conversion shall be deemed considered to have been made immediately prior to the close become a holder of business record of such Common Stock on the date Conversion Date. Upon conversion of such surrender only a portion of the number of shares covered by a certificate evidencing shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated Stock surrendered for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPOconversion, the conversion mayCompany shall issue and deliver to or upon the written order of the holder of the certificate so surrendered for conversion, at the option expense of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then a new certificate covering the Company shall not be obligated to issue any certificate(s) number of shares of Preferred Stock representing the Ordinary Shares issued upon such conversion, unless unconverted portion of the holder of such Preferred Shares notifies certificate so surrendered. The Company will use its best efforts to deliver all stock certificates required by this Section 7(c) within three business days after the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesConversion Date.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder full shares of Common Stock, and to receive certificates therefor, he shall either surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock, or notify the Corporation or its transfer agent that such certificate or certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificate or certificates, and shall give written notice to the Company of the election Corporation at such office that he elects to convert the same (or any part thereof) and shall state therein same; provided , however , that on the name or names date of any nominee for such holder in which an Automatic Conversion Event, the certificate or certificates for outstanding shares of Ordinary Shares Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided further , however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such Automatic Conversion Event unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Stock shall be deemed to be issuedthe holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder. The Company Corporation shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any later date delivery, or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on after such other date or when such conditions have been fulfilledagreement and indemnification, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderStock, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder he shall be entitled as aforesaidaforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If ; provided , however , that if the conversion is in connection with a QIPO, an underwritten offer of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Fluidigm Corporation Common Stock issuable upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such the sale of such securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1i) Before any holder As soon as reasonably practicable after the Conversion Date, or in the case of Preferred Shares shall be entitled to convert Regulated Shares, the same into Ordinary Shares such holder shall surrender date on which the certificate or certificates therefor at the Office and shall give written notice Holder thereof provides evidence to the Company that such Holder has obtained the approvals from the Insurance Regulatory Authorities required to be obtained by such Holder to Beneficially Own in excess of 9.9% of the election to convert Company’s outstanding Common Stock, (and in any event within four (4) Trading Days after either such date), the same (or any part thereof) and Company shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, Holder one or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or more certificates for the number of shares of Ordinary Shares Common Stock (or Reference Property, to the extent applicable) to which such holder shall be entitled as aforesaidHolder is entitled, together with, at the option of the Holder, a check or wire transfer of immediately available funds for payment of fractional shares and any payment required by SECTION 5(d)(ii) in exchange for the certificates representing the converted Preferred Shares (including any Regulated Shares). Such conversion shall will be deemed to have been made immediately prior on the Conversion Date, or in the case of Regulated Shares, the date on which the Holder thereof provides evidence to the close Company that such Holder has obtained the approvals from the Insurance Regulatory Authorities required to be obtained by such Holder to Beneficially Own in excess of business on the date of such surrender 9.9% of the shares of Preferred Shares to be convertedCompany’s outstanding Common Stock, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons Person entitled to receive the Ordinary Shares shares of Common Stock (or Reference Property, to the extent applicable) issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock (or Reference Property, to the extent applicable) on such date. If The delivery of the Common Stock upon conversion is in connection with a QIPO, the conversion mayof Preferred Shares (including any Regulated Shares) shall be made, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offeringapplicable Holder, in which event certificated form or by book-entry. Any such certificate or certificates shall be delivered by the person(s) entitled Company to receive the Ordinary Shares issuable upon such appropriate Holder on a book-entry basis or by mailing certificates evidencing the shares to the Holders at their respective addresses as set forth in the conversion of notice. In cases where fewer than all the Preferred Shares represented by any such certificate are to be converted, a new certificate shall not be deemed to have converted such issued representing the unconverted Preferred Shares until immediately prior (or Regulated Shares). The Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Common Stock (or Reference Property, to the closing extent applicable) upon conversion or due upon the issuance of such sale of securities. In the event that the certificate(s) representing the a new certificate for any Preferred Shares to be (or Regulated Shares) not converted as aforesaid are not delivered to the Company, then converting Holder; provided that the Company shall not be obligated required to issue pay any certificate(s) representing such amounts, and any such amounts shall be paid by the Ordinary Shares issued upon converting Holder, in the event that such conversion, unless the holder of such Common Stock or Preferred Shares notifies are issued in a name other than the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to name of the Company to indemnify the Company from any loss incurred by it in connection with such certificatesconverting Holder.

Mechanics of Conversion. (1) Before any holder of Series Preferred Shares shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefore, duly endorsed, at the Office office of the Corporation or of any transfer agent for such stock, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same and (or any part thereofsubject to compliance with applicable federal and state securities laws) and shall state therein the name or names of any nominee for in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. In addition, in the event of an automatic conversion of the Series A Preferred, Series B Preferred, Series C Preferred or Series E Preferred pursuant to the provisions of Section 4(b), the holder shall also deliver an irrevocable proxy, in a form reasonably acceptable to the Corporation, transferring the voting rights with respect to the shares of Common Stock to be issued in such conversion to the Board of Directors of the Corporation. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidentitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the certificate representing the shares of Series Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPOan underwritten offering of securities pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of Series Preferred Shares for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Series Preferred Shares shall not be deemed to have converted such Series Preferred Shares until immediately prior to the closing of such sale of securities. In Notwithstanding the foregoing, in the event that the certificate(s) representing the any certificate for Series Preferred Shares to be converted as aforesaid are not delivered pursuant to the Company, then the Company terms of Section 7(b) shall not be obligated to issue any certificate(s) representing have been surrendered as of the Ordinary Shares issued upon such date fixed for conversion, unless the each holder of such shares of Series Preferred Shares notifies shall thereafter be treated for all purposes as the Company in writing that record holder of the number of shares of Common Stock issuable to such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesholder upon conversion.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Act, the conversion may, at the option of any holder tendering Preferred Shares for conversion, unless otherwise designated by the holder, will be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that of an automatic conversion pursuant to Section 3(b), the certificate(s) representing the outstanding shares of Preferred Shares to Stock shall be converted as aforesaid automatically without any further action by the holder of such shares and whether or not the certificates representing such shares are not delivered surrendered to the Company, then Corporation or the Company transfer agent for such Preferred Stock; and the Corporation shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued certificates evidencing such Common Stock issuable upon such conversion, automatic conversion unless the holder certificates evidencing such shares of Preferred Stock are either delivered to the Corporation or the transfer agent for such Preferred Shares Stock as provided above, or the holder notifies the Company in writing Corporation or the transfer agent for such Preferred Stock that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable thereafter, issue and deliver to such address as the holder may direct, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled.