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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1i) Before any holder No fractional shares of Preferred Shares Common Stock shall be entitled issued upon conversion of this Convertible Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Corporation shall round up to the nearest whole share. In order to convert the same Convertible Note into Ordinary Shares such holder shares of Common Stock, the Holder shall surrender the certificate Convertible Note, either by overnight courier or certificates therefor at 2-day courier, to the Office office of the Corporation or its transfer agent for the Convertible Notes, if any, and shall give written notice to the Company of Corporation at such office that the election Holder elects to convert the same same, the principal amount of the Convertible Note so converted and a calculation of the Conversion Price (or any part thereof) and with an advance copy of the notice by facsimile); provided, however, that the Corporation shall state therein the name or names of any nominee for such holder in which the certificate or not be obligated to issue certificates for evidencing shares of Ordinary Shares are Common Stock issuable upon such conversion unless the Convertible Note is delivered to be issued. the Corporation or its transfer agent as provided above, or the Holder notifies the Corporation or its transfer agent that the Convertible Note has 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 the Convertible Note. (ii) The Company shall, as soon as practicable thereafter unless such notice states that conversion is Corporation shall use its best efforts 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 Sharesdeliver, or subject within three (3) business days after delivery to the Corporation or its transfer restrictions contained in these Articles agent of such Convertible Note or such agreement of indemnification, to the nominee or nominees Holder of such holderthis Convertible Note at the address of the Holder on the books of the Corporation, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder the Holder shall be entitled as aforesaid. Such The date on which notice of conversion is received by the Corporation (the "Date of Conversion") shall be deemed to have been made immediately prior to the close of business on be the date of such surrender of conversion, provided this Convertible Note which may be converted is received by the shares of Preferred Shares to be convertedCorporation or its transfer agent, or on any later date or when any conditions specified in as the notice have been fulfilled case may be, within three (3) business days thereafter 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 Convertible Note to be converted as aforesaid are is not delivered to received by the CompanyCorporation or its transfer agent within three (3) business days after the Date of Conversion, then the Company notice of conversion shall not become null and void. In addition, if the Convertible Note should be obligated to issue any certificate(s) converted in part only, the Corporation shall, upon surrender of this Convertible Note, issue, execute and deliver a new Convertible Note 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. (2) A conversion of Preferred Shares pursuant to one balance of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates Convertible Note not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Sharesso converted.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1) Before any holder of Series B Preferred Shares Stock shall be entitled to convert the same on an optional basis pursuant to Section 6(b) 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 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. If required by the Corporation or its transfer agent, such certificates surrendered for conversion shall be endorsed or accompanied by written instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or such holder's attorney duly authorized in writing. Such holder shall also provide the compliance certificate regarding short sales of the Corporation's Common Stock referred to in Section 1(d). 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 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 shall be entitled as aforesaid. 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 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 as shares of Common Stock after such date. . (2) 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 B 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 B Preferred Shares Stock shall not be deemed to have converted such Series B Preferred Shares Stock until immediately prior to the closing of such sale of securities. . (3) 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. (2) A a mandatory conversion of Series B Preferred Shares Stock pursuant to one of Section 6(c) the events described in Article 9(a)(2) conversion shall be deemed to have taken place automatically regardless at the close of whether business on the effective date specified by the Board of Directors. On such effective date, all of the outstanding certificates representing such which prior to that time represented shares of Series B Preferred Stock shall be deemed for all purposes to evidence ownership of and to represent the number of shares of Common Stock into which the shares of Series B Preferred Stock have been converted. The registered owner on the books and records of the Corporation or its transfer agent of any such outstanding Series B Preferred Stock certificate shall, until such certificate shall have been surrendered for exchange or transfer or otherwise accounted for to the Corporation or its transfer agent, have and be entitled to exercise any voting and other rights with respect to the shares of Common Stock into which such Series B Preferred Stock shall have been converted; provided, however, that dividends or other distributions upon shares of Common Stock resulting from the conversion of such Series B Preferred Stock shall accrue but shall not be delivered to any such stockholder until such stockholder has surrendered or otherwise accounted for the Series B Preferred Stock stock certificate representing the converted shares and has provided the compliance certificate referred to in Section 1(d). The Corporation shall issue new certificates for Common Stock in due course as certificates for converted Series B Preferred Stock are tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate Corporation or its transfer agent for such Ordinary Sharesexchange or transfer or otherwise accounted for.

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. (2) A conversion of Preferred Shares pursuant to one . On the date of the events described in Article 9(a)(2) occurrence of an Automatic Conversion Event, each holder of record of shares of Flash Preferred shall be deemed to have taken place automatically regardless be the holder of whether record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Flash Preferred shall not have been tendered 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 the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Sharesholder.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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 Hxxxxx'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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1a) Before The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Note to be converted, divided by the Conversion Price on the Conversion Date, plus (if indicated in the applicable Conversion Notice) the amount of any accrued but unpaid interest on this Note through the Conversion Date, divided by the Conversion Price on the Conversion Date. (b) The Company shall, by the third Trading Day following each Conversion Date, issue or cause to be issued and cause to be delivered to or upon the written order of the Investor and in such name or names as the Investor may designate a certificate for the Underlying Shares issuable upon such conversion, free of restrictive legends if at such time a Registration Statement is then effective and available for use by the Investor. The Investor, or any Person so designated by the Investor to receive Underlying Shares, shall be deemed to have become holder of Preferred record of such Underlying Shares as of such Conversion Date. The Company shall use its best efforts to deliver Underlying Shares hereunder electronically (via a DWAC) through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) The Investor shall not be entitled required to convert deliver the original Note in order to effect a conversion hereunder. Execution and delivery of the Conversion Notice shall have the same into Ordinary effect as cancellation of the Note and issuance of a New Note representing the remaining outstanding principal amount. (d) The Company’s obligations to issue and deliver Underlying Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Investor to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Investor or any other Person of any obligation to the Company or any violation or alleged violation of law by the Investor or any other Person, and irrespective of any other circumstance which might otherwise limit such holder shall surrender obligation of the certificate or certificates therefor Company to the Investor in connection with the issuance of such Underlying Shares. (e) If by the third Trading Day after a Conversion Date the Company fails to deliver to the Investor such Underlying Shares in such amounts and in the manner required pursuant to Section 5(a) (a “Conversion Failure”), then the Investor will have the right, exercisable at any time prior to receipt of the Office and shall give required Underlying Shares, to rescind the Conversion Notice pertaining thereto by giving written notice to the Company prior to such Investor’s receipt 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 issuedUnderlying Shares. The Company shall, as soon as practicable thereafter unless within two Trading Days, notify the Investor and the holders of each of the other Notes should a Conversion Failure occur with respect to this Note or any other Note. (f) If a Conversion Failure occurs and prior to the receipt of such notice states Underlying Shares, the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of the Underlying Shares which the Investor anticipated receiving upon such conversion (a “Buy-In”), then the Company shall: (1) pay in cash to the Investor (in addition to any other remedies available to or elected by the Investor) the amount by which (x) the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Underlying Shares that the Company was required to deliver to the Investor in connection with the exercise at issue by (B) the Closing Price at the time of the obligation giving rise to such purchase obligation and (2) at the option of the Investor, either void 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 fulfilled, at issue and reinstate the principal amount of Notes (plus accrued interest therein) for which such conversion was not timely honored or 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 Investor the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to Common Stock that would have been made immediately prior issued had the Company timely complied with its exercise and delivery obligations hereunder. The Investor shall provide the Company reasonably detailed evidence or written notice indicating the amounts payable to the close of business on the date of such surrender Investor in respect 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. Buy-In. (g) 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 CompanyConversion Failure occurs, then the Company shall not be obligated pay damages to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder for each Trading Day of such Preferred Conversion Failure in an amount equal to 1.5% of the product of (A) the sum of the number of Underlying Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory not issued to the Company Investor on or prior to indemnify third (3rd) Trading Day after the Company from any loss incurred by it in connection with such certificates. Conversion Date and to which the Investor is entitled, and (2B) A conversion of Preferred Shares pursuant to one the Closing Price of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing Common Stock on such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Sharesdate.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. The conversion hereunder of any Preferred Share (1a “Conversion Share”) Before pursuant to Section 7.1.4 shall be effected in the following manner: (a) The Company shall redeem the Conversion Share for aggregate consideration (the “Redemption Amount”) equal to (a) the aggregate par value of any capital shares of the Company to be issued upon such conversion and (b) the aggregate value, as determined by the Board, of any other assets which are to be distributed upon such conversion. (b) Concurrent with the redemption of the Conversion Share, the Company shall apply the Redemption Amount for the benefit of the holder of the Conversion Share to pay for any capital shares of the Company issuable, and any other assets distributable, to such holder in connection with such conversion. (c) Upon application of the Redemption Amount, the Company shall issue to the holder of the Conversion Share all capital shares issuable, and distribute to such holder all other assets distributable, upon such conversion. (d) Except as provided in Section 7.1.2, before any holder of Preferred Shares shall be entitled to convert the same into 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 the Preferred Shares, and shall give written notice by mail, postage prepaid, to the 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 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 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion . On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Shares pursuant to one of the events described in Article 9(a)(2) Stock shall be deemed to have taken place automatically regardless be the holder of whether record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been tendered 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 the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Sharesholder.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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 immediately prior to the close become a holder of business record of such converted Preferred Units on the date of such surrender of the shares of Preferred Shares to be convertedapplicable Conversion 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 Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders books and records 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed updated to evidence solely reflect the Ordinary Shares received same. If such converted Preferred Units were certificated immediately prior to conversion, then upon such conversion and of only a portion of the right to receive number of Series A Preferred Units, Series B Preferred Units or Series C Preferred Units represented by a certificate surrendered for such Ordinary Sharesconversion, the Company shall issue and deliver to the holder of the certificate so surrendered for conversion, at the expense of the Company, a new certificate covering the number of Series A Preferred Units, Series B Preferred Units or Series C Preferred Units, as applicable, representing the unconverted portion of the certificate so surrendered.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1) Before any 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1i) Before any holder of Preferred Shares shall be entitled In order to convert shares of Series C Preferred Stock into shares of Common Stock, the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor for such shares of Series C Preferred Stock at the Office and shall give office of the transfer agent (or at the principal office of the Company if the Company serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares represented by such certificate or certificates. Such notice shall state the number of shares of Series C Preferred Stock which the holder seeks to convert. The number of shares of Common Stock into which each share of Series C Preferred Stock is convertible is subject to and limited by the Conversion Cap provided in Section 6(l). 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 of Company, duly executed by the election to convert the same (registered holder or any part thereof) and shall state therein the name his or names of any nominee for such holder its attorney duly authorized in which the certificate or certificates for shares of Ordinary Shares are to be issuedwriting. The date of receipt of such certificates and notice by the transfer agent or the Company shall, as shall be the conversion date ("Conversion Date"). 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 Conversion Date, the Company 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 shall be entitled as aforesaidis entitled. 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 certificate representing the shares of Series C 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 . (ii) The Company shall at all times during which the conversion is in connection with a QIPOSeries C Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, for the conversion may, at purpose of effecting 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 Series C Preferred Shares Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series C Preferred Stock. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series C Preferred Stock, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Price. (iii) All shares of Series C Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive dividends, notices and to vote, shall immediately cease and terminate on the Conversion Date, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor, and if applicable, cash for any fractional shares of Common Stock. Any shares of Series C Preferred Stock so converted shall be retired and cancelled and 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 Companyreissued, then and the Company shall not may from time to time take such appropriate action as may be obligated necessary to issue any certificate(s) representing reduce the Ordinary Shares issued upon such conversion, unless the holder number of such shares of authorized Series C 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 accordingly. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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 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 unconverted principal balance and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed of a like tenor as to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Sharesall terms as this Note.

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 stock, and shall give be given 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 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 QIPOan underwritten offer of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering shares of such series of 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 shares of such series of Preferred Shares Stock shall not be deemed to have converted such shares of such series of 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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 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 conversion is in connection with Automatic Conversion provisions of subsection 4(b)(ii) or 4(b)(iii) above, such certificates. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless been made on the conversion date described in the stockholder consent approving such conversion, and the persons entitled to receive shares of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received Common Stock issuable upon such conversion and shall be treated for all purposes as the right to receive a certificate for record holders of such Ordinary Sharesshares of Common Stock as of such date.

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. (2) A 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 Corporation or other event, the conversion may, at the option of any holder tendering Preferred Stock 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 Stock issuable upon such conversion of the Preferred Shares pursuant to one of the events described in Article 9(a)(2) Stock shall not be deemed to have taken place automatically regardless of whether the certificates representing converted such shares have been tendered Preferred Stock until immediately prior to the Company but from and after closing of such conversion any transaction or the occurrence of such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Sharesevent.

Mechanics of Conversion. (1i) Before any holder Any Series B Preferred Stockholder that exercises its right to convert its shares of Series B Preferred Shares Stock into Common Stock shall deliver the Preferred Certificate, duly endorsed or assigned in blank to the Corporation, during regular business hours, at the office of the transfer agent of the Corporation, if any, at the principal place of business of the Corporation or at such other place as may be designated by the Corporation. (ii) Each Preferred Certificate shall be entitled accompanied by written notice stating that such holder elects to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office shares and shall give written notice to the Company of the election to convert the same (or any part thereof) and shall state therein stating the name or names of any nominee for such holder (with address) in which the certificate or certificates for shares of Ordinary Shares Common Certificate(s) 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 effected on the date when the aforesaid delivery is made. (iii) As promptly as practicable thereafter, the Corporation shall issue and deliver to or upon the written order of such surrender holder, at the place designated by such holder, the Common Certificate(s) for the number of full shares of Common Stock to which such holder is entitled and a cash payment for any fractional interest in a share of Common Stock, as provided in Section B.7(c) hereof, and for any accrued but unpaid cumulative dividends and any declared but unpaid dividends, payable with respect to the converted shares of Series B Preferred Stock, up to and including the Conversion Date or the Closing Date, as the case may be. (iv) The person in whose name each Common Certificate is to be issued shall be deemed to have become a stockholder of record of Common Stock on the Conversion Date or the Closing Date, as the case may be, unless the transfer books of the Corporation are closed on that date, in which event such holder shall be deemed to have become a stockholder of record on the next succeeding date on which the transfer books are open; provided, that the Series B Preferred Conversion Price shall be that in effect on the Conversion Date or the Closing Date, as the case may be. (v) Upon conversion of only a portion of the shares of Series B 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 Stock covered by a QIPOPreferred Certificate, the conversion mayCorporation, at the option of any holder tendering Preferred Shares for conversionits own expense, be conditioned shall issue and deliver to or upon the closing with the underwriter written order 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 Certificate, a new certificate representing the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to number of unconverted shares of Series B Preferred Stock from the Company to indemnify the Company from any loss incurred by it in connection with such certificatesPreferred Certificate so surrendered. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion . On the date of the occurrence of an Automatic Conversion Event, each holder of record of Preferred Shares pursuant Units shall be deemed to one be the holder of record of the events described 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 Article 9(a)(2) 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 taken place automatically regardless of whether the certificates representing such shares have been tendered made immediately prior to the Company but from close of business on the date of such surrender of the Preferred Units to be converted, and after the person or persons entitled to receive the Common Units issuable upon such conversion any shall be treated for all purposes as the record holder or holders of such certificates not tendered 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 evidence solely have converted such Preferred Units until immediately prior to the Ordinary Shares received upon closing of such conversion and transaction or the right to receive a certificate for occurrence of such Ordinary Sharesevent.

Mechanics of Conversion. (1i) Before any In order for a holder of Series A Preferred Shares shall be entitled Stock to convert the same shares of Series A Preferred Stock into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor for such shares of Series A Preferred Stock, at the Office and shall give 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), 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 A 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 its attorney 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 (“Conversion Date”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate 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 fulfilledConversion Date, 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 or nominees of such holderits 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. (ii) The Corporation shall at all times when any Series A Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series A Preferred Stock, such number of its duly authorized shares of Common Stock as aforesaid. Such shall from time to time be sufficient to effect the conversion of all outstanding Preferred Stock. (iii) All shares of Series A Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to have been made be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately prior to the close of business cease and terminate on the date Conversion Date, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor and payment of any dividends declared or accrued pursuant to Subsection 1 above but unpaid thereon. Any shares of Series A Preferred Stock so converted shall be retired and cancelled and shall not be reissued, and the Corporation (without the need for stockholder action) may from time to time take such appropriate action as may be necessary to reduce the authorized number of shares of such surrender series of Series A Preferred Stock accordingly. (iv) The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Series A Preferred Stock pursuant to this Subsection 4. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Series A Preferred Shares to Stock so converted were registered, and no such issuance or delivery shall be converted, or on any later date or when any conditions specified in the notice have been fulfilled made unless and until the person or persons entitled entity requesting such issuance has paid to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as Corporation 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 amount of any holder tendering Preferred Shares for conversionsuch tax or has established, be conditioned upon to the closing with the underwriter satisfaction of the sale of securities pursuant to such offeringCorporation, 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 tax has 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 certificatespaid. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1i) Before Except in the case of an automatic conversion pursuant to Section 4.b., 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 Company or of any transfer agent for such stock, 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 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 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 shall be entitled as aforesaidaforesaid and shall 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 as of the date of such conversion), any declared and unpaid dividends on the shares of Preferred Stock being converted and (ii) in cash (at the Common Stock's fair market value determined by the Board as of the date of conversion) the value of any fractional share of Common Stock otherwise issuable to any holder of 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. . (ii) 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 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1i) Before any holder Any Series A Preferred Stockholder that exercises its right to convert its shares of Series A Preferred Shares Stock into Common Stock shall deliver the Preferred Certificate, duly endorsed or assigned in blank to the Corporation, during regular business hours, at the office of the transfer agent of the Corporation, if any, at the principal place of business of the Corporation or at such other place as may be designated by the Corporation. (ii) Each Preferred Certificate shall be entitled accompanied by written notice stating that such holder elects to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office shares and shall give written notice to the Company of the election to convert the same (or any part thereof) and shall state therein stating the name or names of any nominee for such holder (with address) in which the certificate or certificates for shares of Ordinary Shares Common Certificate(s) 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 effected on the date when the aforesaid delivery is made. (iii) As promptly as practicable thereafter, the Corporation shall issue and deliver to or upon the written order of such surrender holder, at the place designated by such holder, the Common Certificate(s) for the number of full shares of Common Stock to which such holder is entitled and a cash payment for any fractional interest in a share of Common Stock, as provided in Section A.7(c) hereof, and for any accrued but unpaid cumulative dividends and any declared but unpaid dividends, payable with respect to the converted shares of Series A Preferred Stock, up to and including the Conversion Date or the Closing Date, as the case may be. (iv) The person in whose name each Common Certificate is to be issued shall be deemed to have become a stockholder of record of Common Stock on the Conversion Date or the Closing Date, as the case may be, unless the transfer books of the Corporation are closed on that date, in which event such holder shall be deemed to have become a stockholder of record on the next succeeding date on which the transfer books are open; provided, that the Series A Preferred Conversion Price shall be that in effect on the Conversion Date or the Closing Date, as the case may be. (v) Upon conversion of only a portion 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 Stock covered by a QIPOPreferred Certificate, the conversion mayCorporation, at the option of any holder tendering Preferred Shares for conversionits own expense, be conditioned shall issue and deliver to or upon the closing with the underwriter written order 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 Certificate, a new certificate representing the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to number of unconverted shares of Series A Preferred Stock from the Company to indemnify the Company from any loss incurred by it in connection with such certificatesPreferred Certificate so surrendered. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1) Before any holder of Preferred Shares the Lender shall be entitled to convert the same Note into Ordinary Shares such holder shall shares of Common Stock, the Lender shall, in the case of a partial conversion of the Note, indicate on the face of the Note the amount so converted and provide a copy of the Note to the Company or, in the case of the conversion of all of the remaining outstanding principal and interest due under the Note, surrender the certificate or certificates therefor Note, duly endorsed, at the Office office of the Company and shall give written notice to the Company at its principal corporate office, of the election to convert the same (or any part thereof) a portion 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 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 Sharesthe Lender, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderthe Lender, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder persons 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, Note (or on any later date or when any conditions specified in the notice have been fulfilled a copy thereof as provided herein) 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 "Securities Act"), the conversion may, at the option of any holder tendering Preferred Shares for conversionthe Lender, 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 issuable Common Stock upon such conversion of the Preferred Shares Note shall not be deemed to have converted such Preferred Shares 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion . On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Shares pursuant to one of the events described in Article 9(a)(2) Stock shall be deemed to have taken place automatically regardless be the holder of whether 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 tendered 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 the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Sharesholder.

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 from any loss incurred by it in connection with such certificates. (2) A conversion of Preferred Shares pursuant to one unconverted principal amount of the events described in Article 9(a)(2) shall surrendered Note, such new Note to be deemed dated and to have taken place automatically regardless of whether bear interest from the certificates representing such shares have date to which interest has been tendered to paid on the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Sharessurrendered Note.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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 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 unconverted 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1i) Before any holder of Class B Preferred Shares Units shall be entitled to convert the same into Ordinary Shares Units of Common Units, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company and shall give written notice by mail, postage prepaid, to the 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 Units of Ordinary Shares Common Units 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 Class B Preferred SharesUnits, 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 Units of Ordinary Shares Common Units 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 Units of Class B Preferred Shares Units, 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 Units of Common Unit issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares Units of Common Units as of such date. If the . (ii) Upon automatic conversion is in connection with a QIPOpursuant to subsection 6.17(b)(ii) above, the conversion may, at the option Secretary 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 promptly deliver notice of such conversion to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the each Unit holder of a Class B Preferred Units, who shall thereupon surrender the certificates representing such Units at the office of the Company. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such Unit holder a certificate or certificates for the number of Units of Common Units into which such Units of Class B Preferred Shares notifies the Company in writing that such certificate(s) Units 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. (2) A automatically converted. Automatic conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless at the times specified in Subsection 6.17(b)(ii) above, and the persons entitled to receive the Units of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received Common Units issuable upon such conversion and shall be treated for all purposes as the right to receive a certificate for record holders of such Ordinary SharesUnits of Common Units as of such date.

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 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 conversion is in connection with Automatic Conversion provisions of subsection 6(b)(ii) above, such certificates. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless been made on the conversion date described in the stockholder consent approving such conversion, and the persons entitled to receive shares of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received Common Stock issuable upon such conversion and shall be treated for all purposes as the right to receive a certificate for record holders of such Ordinary Sharesshares of Common Stock as of such date.

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 Hxxxxx'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 unconverted 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1i) 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 effective applicable Conversion Price. 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, 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 (or any part thereof) and shall state therein his name or the name or names of any nominee for his nominees in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued, together with the applicable federal taxpayer identification number. 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 his nominee or nominees of such holdernominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder he shall be entitled as aforesaidentitled, together with cash in lieu of any fraction of a share. Such Subject to Section 3.3(b) above, 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. . (ii) 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 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. A. In order for a Preferred Member to voluntarily convert Preferred Units into Class A Units, such Member shall provide written notice (1“Notice of Conversion”) Before any holder of Preferred Shares shall be entitled such election to convert the same into Ordinary Shares such holder all or any number of its Preferred Units and shall surrender the certificate or certificates therefor at Unit Certificates, if any, for such Preferred Units to be converted. The Notice of Conversion shall be accompanied by a written instrument of transfer, in form reasonably satisfactory to the Office and shall give written notice to Management Committee, duly executed by the Preferred Member. The close of business on the date of receipt by the Company of the election to convert Notice of Conversion shall be the same time of conversion (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“Conversion Time”). 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 after the Conversion Time, (a) recompute each Member’s Percentage Interest in the notice have been fulfilled in which case Company after such conversion and shall take effect on update Exhibit “A” to reflect such other date or when such conditions have been fulfilledconversion and, if applicable, 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, Member a certificate or certificates Unit Certificate (if applicable) 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 Class A Units issuable upon such conversion shall be treated for all purposes in accordance with the provisions hereof, and (b) pay in cash such 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 3.01(e)(ii) in lieu of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter fraction of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares a Class A Unit otherwise issuable upon such conversion. B. The Company shall at all times while any Preferred Units shall be outstanding, reserve and keep available out of its authorized but unissued Class A Units, for the purpose of effecting the conversion of the Preferred Shares Units, such number of its duly authorized Class A Units as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Units; and if at any time the number of authorized but unissued Class A Units shall not be deemed sufficient to have converted such effect the conversion of all then-outstanding 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 CompanyUnits, then the Company shall not take such action as may be obligated necessary to issue any certificate(s) representing the Ordinary Shares issued upon increase its authorized but unissued Class A Units to such conversion, unless the holder of number as shall be sufficient for such purposes. C. All Preferred Shares notifies the Company in writing Units that such certificate(s) shall 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) converted as herein provided shall no longer be deemed to have taken place automatically regardless of whether be outstanding and all rights with respect to such Preferred Units shall immediately cease and terminate at the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary SharesConversion Time.

Mechanics of Conversion. (1a) The Directors may effect a conversion of Series A Preference Shares in any manner permitted by applicable law, including (A) redeeming or purchasing the relevant Series A Preference Shares and immediately applying the proceeds towards payment for such number of Ordinary Shares calculated in accordance with Article 18 or (B) varying the rights attaching to the Series A Preference Shares. For the purposes of any purchase or redemption, the Directors may, subject to the Company being able to pay its debts in the ordinary course of business immediately following the date upon which such payment is to be made, make payments out of its capital or share premium account. For the purpose of any conversion by variation of rights attaching to Series A Preference Shares pursuant to and in accordance with this Article 18 alone, each Shareholder of Series A Preference Shares shall be deemed to have given its consent to such variation without the need for any notice to be given by/to such Shareholder. Any Series A Preference Shares converted by way of redemption shall be cancelled and the amount of the Company’s issued share capital shall be diminished by the par value of those Series A Preference Shares accordingly; but the conversion by way of redemption shall not be taken as reducing the amount of the Company’s authorised share capital. (b) No fractional Ordinary Shares shall be issued upon conversion of the Preference Shares. All Ordinary Shares (including 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 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. (c) 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, subject to compliance with all applicable laws, 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 issued. the 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. (d) 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 on which the relevant entries are made on the register of members of the Company in respect of such surrender of the shares of Preferred Shares to be convertedconversion, 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 on such date. If Where an Automatic Conversion is effected by the conversion is in connection with a QIPOredemption or purchase of the relevant Series A Preference Shares and the issue of Ordinary Shares, the conversion may, at Directors shall ensure that entries on the option register of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter members of the sale Company recording the redemption or purchase of securities pursuant to such offering, in which event the person(s) entitled to receive Series A Preference Shares and issue of the Ordinary Shares issuable upon such conversion of are made on the Preferred date that the Company’s Ordinary Shares shall not be deemed to have converted such Preferred Shares until immediately prior are listed on the relevant exchange pursuant to the closing Qualifying IPO. For the avoidance of such sale doubt, no conversion shall prejudice the right of securities. In the event that the certificate(s) representing the Preferred a holder of Preference Shares to be converted receive dividends and other distributions declared but not paid as aforesaid are not delivered to at the Company, then date of conversion on the Company shall not be obligated to issue any certificate(s) representing the Ordinary Preference 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1) Before any holder of shares of a series 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 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 such series 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 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 offer of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter of the sale of or 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 shares of such series of Preferred Shares Stock shall not be deemed to have converted such shares of such series of 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1i) 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, (or comply with applicable lost certificate provisions) 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 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 he 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 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 (together with a certificate for any shares of Preferred Stock not converted, if applicable) 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 (i) of such surrender of the shares of Preferred Shares Stock to be converted, converted or on any later date or when any conditions (ii) specified in the notice have been fulfilled Section 5(d), 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. . (ii) 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 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1) Before any holder of Preferred Class B Common Shares shall be entitled to convert such Class B Common Shares into Class A Common Shares pursuant to sub-paragraph (a) (1) above, the same into Ordinary Shares such holder shall shall, if available, surrender the certificate or certificates therefor therefor, duly endorsed (where applicable), at the Office registered office of the Company. (2) Upon the occurrence of one of the bases of conversion provided for in paragraph (a) above, the Company shall enter or procure the entry of the name of the relevant holder of Class B Common Shares as the holder of the relevant number of Class A Common Shares resulting from the conversion of the Class B Common Shares in, and make any other necessary and consequential changes to, the Register of Members and shall give written notice procure that certificate(s) in respect of the relevant Class A Common Shares, together with a new certificate for any unconverted Class B Common Shares comprised in the certificate(s) surrendered by the holder of the Class B Common Shares, are issued to the Company holders of the election Class A Common Shares and Class B Common Shares, as the case may be, if so requested. (3) Any conversion of Class B Common Shares into Class A Common Shares pursuant to convert this Article 5 shall be effected by means of the same (or any part thereof) re-designation and re-classification of the relevant Class B Common Share as a Class A Common Share together with such rights and restrictions for the time being attached thereto and shall state therein rank pari passu in all respects with the name or names of any nominee for such holder Class A Common Shares then 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 aforesaidissue. Such conversion shall be deemed become effective forthwith upon entries being made in the Register of Members to have been made immediately prior to record the close of business on the date of such surrender re-designation and re-classification 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 relevant Class B Common Shares as of such date. Class A Common Shares. (4) If the conversion is in connection with a QIPOan underwritten public offering of securities, the conversion may, at the option of any holder tendering Preferred such Class B Common Shares for conversion, be conditioned conditional 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 Class A Common Shares issuable upon such conversion of the Preferred such Class B Common Shares shall not be deemed to have converted such Preferred Class B Common Shares until immediately prior to the closing of such sale of securities. In . (5) Upon conversion of any Class B Common Shares, the event that composition of the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then authorised share capital of the Company shall not automatically be obligated to issue any certificate(s) representing varied and amended by a reduction in the Ordinary relevant number of authorised Class B Common Shares issued upon such conversion, unless and a corresponding increase in the holder relevant number 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. (2) authorised Class A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Common Shares.

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. (2) A conversion . 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 Shares pursuant Stock, a certificate or certificates for the number of shares of Common Stock to one which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the events described in Article 9(a)(2) result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered made immediately prior to the Company but from close of business on the date of closing of the offering, and after such conversion any such certificates not tendered the person or persons entitled to receive the Company shall be deemed to evidence solely the Ordinary Shares received shares of Common Stock issuable upon such conversion and shall be treated for all purposes as the right to receive a certificate for record holder or holders of such Ordinary Sharesshares of Common Stock on such date.

Mechanics of Conversion. (1i) Before any holder Any Series C Preferred Stockholder that exercises its right to convert its shares of Series C Preferred Shares Stock into Common Stock shall deliver the Preferred Certificate, duly endorsed or assigned in blank to the Corporation, during regular business hours, at the office of the transfer agent of the Corporation, if any, at the principal place of business of the Corporation or at such other place as may be designated by the Corporation. (ii) Each Preferred Certificate shall be entitled accompanied by written notice stating that such holder elects to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office shares and shall give written notice to the Company of the election to convert the same (or any part thereof) and shall state therein stating the name or names of any nominee for such holder (with address) in which the certificate or certificates for shares of Ordinary Shares Common Certificate(s) 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 effected on the date when the aforesaid delivery is made. (iii) As promptly as practicable thereafter, the Corporation shall issue and deliver to or upon the written order of such surrender holder, at the place designated by such holder, the Common Certificate(s) for the number of full shares of Common Stock to which such holder is entitled and a cash payment for any fractional interest in a share of Common Stock, as provided in Section C.7(c) hereof, and for any accrued but unpaid cumulative dividends and any declared but unpaid dividends, payable with respect to the converted shares of Series C Preferred Stock, up to and including the Conversion Date or the Closing Date, as the case may be. (iv) The person in whose name each Common Certificate is to be issued shall be deemed to have become a stockholder of record of Common Stock on the Conversion Date or the Closing Date, as the case may be, unless the transfer books of the Corporation are closed on that date, in which event such holder shall be deemed to have become a stockholder of record on the next succeeding date on which the transfer books are open; provided, that the Series C Preferred Conversion Price shall be that in effect on the Conversion Date or the Closing Date, as the case may be. (v) Upon conversion of only a portion of the shares of Series C 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 Stock covered by a QIPOPreferred Certificate, the conversion mayCorporation, at the option of any holder tendering Preferred Shares for conversionits own expense, be conditioned shall issue and deliver to or upon the closing with the underwriter written order 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 Certificate, a new certificate representing the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to number of unconverted shares of Series C Preferred Stock from the Company to indemnify the Company from any loss incurred by it in connection with such certificatesPreferred Certificate so surrendered. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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 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 * Material has 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. (2) A conversion of Preferred Shares omitted pursuant to one of a request for confidential treatment, and such material has been filed separately with the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary SharesSEC.

Mechanics of Conversion. (1i) Before any holder Any Series D Preferred Stockholder that exercises its right to convert its shares of Series D Preferred Shares Stock into Common Stock shall deliver the Preferred Certificate, duly endorsed or assigned in blank to the Corporation, during regular business hours, at the office of the transfer agent of the Corporation, if any, at the principal place of business of the Corporation or at such other place as may be designated by the Corporation. (ii) Each Preferred Certificate shall be entitled accompanied by written notice stating that such holder elects to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office shares and shall give written notice to the Company of the election to convert the same (or any part thereof) and shall state therein stating the name or names of any nominee for such holder (with address) in which the certificate or certificates for shares of Ordinary Shares Common Certificate(s) 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 effected on the date when the aforesaid delivery is made. (iii) As promptly as practicable thereafter, the Corporation shall issue and deliver to or upon the written order of such surrender holder, at the place designated by such holder, the Common Certificate(s) for the number of full shares of Common Stock to which such holder is entitled and a cash payment for any fractional interest in a share of Common Stock, as provided in Section D.7(c) hereof, and for any accrued but unpaid cumulative dividends and any declared but unpaid dividends, payable with respect to the converted shares of Series D Preferred Stock, up to and including the Conversion Date or the Closing Date, as the case may be. (iv) The person in whose name each Common Certificate is to be issued shall be deemed to have become a stockholder of record of Common Stock on the Conversion Date or the Closing Date, as the case may be, unless the transfer books of the Corporation are closed on that date, in which event such holder shall be deemed to have become a stockholder of record on the next succeeding date on which the transfer books are open; provided, that the Series D Preferred Conversion Price shall be that in effect on the Conversion Date or the Closing Date, as the case may be. (v) Upon conversion of only a portion of the shares of Series D 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 Stock covered by a QIPOPreferred Certificate, the conversion mayCorporation, at the option of any holder tendering Preferred Shares for conversionits own expense, be conditioned shall issue and deliver to or upon the closing with the underwriter written order 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 Certificate, a new certificate representing the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to number of unconverted shares of Series D Preferred Stock from the Company to indemnify the Company from any loss incurred by it in connection with such certificatesPreferred Certificate so surrendered. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1a) Before Not later than five (5) Trading Days after any holder of Preferred Shares shall be entitled to convert Conversion Date, the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice Maker will deliver 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, applicable Holder by express courier a certificate or certificates for which shall be 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 Ordinary Shares Common Stock being acquired upon the conversion of the Notes. If in the case of any Conversion Notice such certificate or certificates are not delivered to which such holder or as directed by the applicable Holder by the Fifth Trading Day after the Conversion Date (the "Delivery Date"), the Holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior by written notice to the close of business Maker at any time on the date or before its receipt of such surrender of the shares of Preferred Shares certificate or certificates thereafter, 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 rescind 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 Maker shall immediately return the certificates representing the Notes 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 date notice of rescission is given to the Maker. (b) The Maker understands that a delay in the certificate(s) delivery of the shares of Common Stock upon conversion of the Notes and failure to deliver certificates representing the Preferred Shares unconverted shares of the Notes beyond the Delivery Date could result in economic loss to the Holder. If the Maker fails to deliver to the Holder such certificate or certificates pursuant to this Section hereunder by the Delivery Date, the Maker shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such certificates are delivered, together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to (i) 1% of the aggregate principal amount of the Notes requested to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Notes requested to be converted for each Trading Day thereafter (which amounts shall be paid as aforesaid are liquidated damages and not delivered as a penalty). Nothing herein shall limit a Holder's right to pursue actual damages for the Maker's failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein (including, without limitation, damages relating to any purchase of shares of Common Stock by such Holder to make delivery on a sale effected in anticipation of receiving certificates representing shares of Common Stock upon conversion, such damages to be in an amount equal to (A) the aggregate amount paid by such Holder for the shares of Common Stock so purchased minus (B) the aggregate value of the shares on the date the shares were delivered), and such Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the Companycontrary contained herein, the Holder shall be entitled to withdraw a Conversion Notice, and upon such withdrawal the Maker shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date that the liquidated damages are paid. (c) In addition to any other rights available to the Holder, if the Maker fails to deliver to the Holder such certificate or certificates pursuant to Section 3.3(a) by the Delivery Date and if after the Delivery Date the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company Maker 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 pay in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory cash to the Company Holder (in addition to indemnify any remedies available to or elected by the Company from Holder) the amount by which (A) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal amount of the Notes for which such conversion was not timely honored, together with interest thereon at a rate of 15% per annum, accruing until such amount and any loss incurred by it accrued interest thereon is paid in connection full (which amount shall be paid as liquidated damages and not as a penalty). For example, if the Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with such certificates. (2) A respect to an attempted conversion of Preferred Shares pursuant to one $10,000 aggregate principal amount of the events described in Article 9(a)(2) Notes, the Maker shall be deemed required to have taken place automatically regardless of whether pay the certificates representing such shares have been tendered Holder $1,000, plus interest. The Holder shall provide the Maker written notice indicating the amounts payable to the Company but from and after such conversion any such certificates not tendered to Holder in respect of the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary SharesBuy-In.

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 certificates. (2) A conversion 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 Shares pursuant 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 one 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 events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary SharesCorporation).

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1i) No fractional shares of Common Stock shall be issued upon conversion of Series C-V Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then effective Series C-V Conversion Value. Before any holder of Series C-V Preferred Shares Stock shall be entitled to convert the same such shares 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 Company or of any transfer agent for the Series C-V Preferred Stock, as the case may be, 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 same; 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 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 for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidaforesaid and a check payable to such 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 C-V 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 . (ii) The Company shall pay any and all issue and other taxes that may be payable in connection with a QIPO, the conversion may, at the option respect of any holder tendering issuance or delivery of shares of Common Stock upon conversion of shares of Series C-V Preferred Shares for conversionStock pursuant to this Section 7F. 4. The Company shall not, however, be conditioned upon required to pay any tax which may be payable in respect of any transfer involving the closing with the underwriter issuance and delivery of the sale shares of securities pursuant to such offering, Common Stock in a name other than that in which event the person(s) entitled to receive shares of Series C-V Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the Ordinary Shares issuable upon person or entity requesting such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior issuance has paid to the closing Company the amount of such sale any tax or has established, to the satisfaction 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 tax has 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 certificatespaid. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1a) Before The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Note to be converted, divided by the Conversion Price on the Conversion Date. (b) The Company shall, by the fifth Trading Day following each Conversion Date, issue or cause to be issued and cause to be delivered to or upon the written order of the Investor and in such name or names as the Investor may designate a certificate for the Underlying Shares issuable upon such conversion. The Investor, or any Person so designated by the Investor to receive Underlying Shares, shall be deemed to have become holder of Preferred record of such Underlying Shares as of such Conversion Date. (c) The Investor shall not be entitled required to convert deliver the original Note in order to effect a conversion hereunder. Execution and delivery of the Conversion Notice shall have the same into Ordinary effect as cancellation of the Note and issuance of a New Note representing the remaining outstanding principal amount. (d) The Company's obligations to issue and deliver Underlying Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Investor to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Investor or any other Person of any obligation to the Company or any violation or alleged violation of law by the Investor or any other Person, and irrespective of any other circumstance which might otherwise limit such holder shall surrender obligation of the certificate or certificates therefor at Company to the Office Investor in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Investor such Underlying Shares in such amounts and shall give in the manner required pursuant to Section 5, then the Investor will have the right to rescind the Conversion Notice pertaining thereto by giving written notice to the Company prior to such Investor’s receipt of such Underlying Shares. Without in any way limiting the Investor's right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the election Common Stock issuable upon conversion of this Note is not delivered by the fifth Trading Day after a Conversion Date, the Company shall pay to convert the same Investor $500 per day in cash, for each day beyond the fifth Trading Day after a Conversion Date that the Company fails to deliver such Underlying Shares. Such cash amount shall be paid to the Investor by the fifth (or any part thereof5) and shall state therein day of the name or names of any nominee for such holder month following the month in which such amount accrued or, at the certificate option of the Investor (by written notice to the Company by the first day of the month following the month in which such amount accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. (f) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Investor the required number of Underlying Shares in the manner required pursuant to Section 5, and if after such fifth Trading Day and prior to the receipt of such Underlying Shares, the Investor purchases (in an open market transaction or certificates for otherwise) shares of Ordinary Common Stock to deliver in satisfaction of a sale by the Investor of the Underlying Shares are to be issued. The which the Investor anticipated receiving upon such conversion (a "Buy-In"), then the Company shall: (1) pay in cash to the Investor (in addition to any other remedies available to or elected by the Investor) the amount by which (x) the Investor's total purchase price (including brokerage commissions, as soon as practicable thereafter unless such notice states if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Underlying Shares that the Company was required to deliver to the Investor in connection with the exercise at issue by (B) the Closing Price on the Conversion Date and (2) at the option of the Investor, either void 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 fulfilled, at issue and reinstate the principal amount of this Note for which such conversion was not timely honored or 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 Investor the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to Common Stock that would have been made immediately prior issued had the Company timely complied with its exercise and delivery obligations hereunder. The Investor shall provide the Company reasonably detailed evidence or written notice indicating the amounts payable to the close of business on the date of such surrender Investor in respect 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 certificatesBuy-In. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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 in writing that conversion had been made on the date such certificate(s) have been lostbooks were reopened, stolen or destroyed and executes an agreement satisfactory to with the Company to indemnify the Company from any loss incurred by it in connection with such certificates. (2) A conversion of Preferred Shares pursuant to one application of the events described Conversion Ratio in Article 9(a)(2) shall be deemed to have taken place automatically regardless effect at the date such books were reopened. The Holders of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates Securities are not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right entitled, as such, to receive a certificate for such Ordinary Sharesdividends or other distributions, receive notice of any meeting of the stockholders, consent to any action of the stockholders, receive notice of any other stockholder proceedings, or to any other rights as stockholders of the Company.

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 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 conversion is in connection with such certificates. (2) A a Change of Control Transaction, the conversion may, at the option of any holder tendering Preferred Shares pursuant to one Stock for conversion, be conditioned upon the closing of the events described Change of Control Transaction, in Article 9(a)(2which event (i) the holder shall not be deemed to have taken place automatically regardless of whether the certificates representing converted such shares have been tendered Preferred Stock until immediately prior to the Company but from closing of such Change of Control Transaction and after such conversion any such certificates not tendered to (ii) the Company holder shall be deemed entitled to evidence solely rescind such notice of conversion for five days after the Ordinary Shares received upon such conversion and the right giving of any notice of a material change in terms pursuant to receive a certificate for such Ordinary SharesSection 2(d)(iv).

Mechanics of Conversion. (1) No fractional Ordinary Share shall be issued upon conversion of the Preferred Shares. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then effective respective Series A Conversion Price, Series A1 Conversion Price, or Series B Conversion Price, as the case may be. Before any holder of Preferred Shares shall be entitled to convert the same into full Ordinary Shares such holder 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 Shares 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 Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, Shares a certificate or certificates for the number of shares of Ordinary Shares 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 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 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 on such date. If The directors may effect conversion in any matter permitted by law including, without prejudice to the conversion is in connection with a QIPOgenerality of the foregoing, repurchasing or redeeming the conversion may, at the option of any holder tendering relevant Preferred Shares for conversion, be conditioned upon and applying the closing with proceeds towards the underwriter issue of the sale relevant number 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such new Ordinary Shares.

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. (2) A conversion . On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Shares pursuant to one of the events described in Article 9(a)(2) Stock shall be deemed to have taken place automatically regardless be the holder of whether record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been tendered 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 the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Sharesholder.

Mechanics of Conversion. (1) Before any holder of Preferred Shares shall be entitled In order to convert this Debenture (in whole or in part) into full shares of Common Stock, the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and Holder (i) shall give written notice in the form of EXHIBIT 1 hereto (the "Conversion Notice") by facsimile to the Company at such office that the Holder elects to convert the principal amount (plus accrued but unpaid interest and default payments) specified therein, which such notice and election shall be revocable by the Holder at any time prior to its receipt of the Common Stock upon conversion (the date such notice is given being the "Holder Conversion Date"), and (ii) as soon as practicable after such notice, shall surrender this Debenture, duly endorsed, by either overnight courier or 2-day courier, to the principal office of the Company; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of the Common Stock issuable upon such conversion unless either the Debenture evidencing the principal amount is delivered to the Company as provided above, or the Holder notifies the Company that such Debenture(s) have been lost, stolen or destroyed and promptly executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such lost, stolen or destroyed Debentures. The Company shall issue and deliver within one business day of the delivery 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 shallConversion Notice, 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 Holder of Preferred SharesDebenture(s) at the address of the Holder, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderits designee, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder the Holder shall be entitled as aforesaid, together with a calculation of the Conversion Rate and a Debenture or Debentures for the principal amount of Debentures not submitted for conversion. Such conversion The date on which the Conversion Notice is given (the "Holder Conversion Date") shall be deemed to have been made immediately prior to the close of business on be the date of such surrender of the shares of Preferred Shares to be convertedCompany received by facsimile the Conversion Notice, 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion . On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Shares pursuant to one of the events described in Article 9(a)(2) Stock shall be deemed to have taken place automatically regardless be the holder of whether record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been tendered 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 the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Sharesholder.

Mechanics of Conversion. (1i) Before any holder of Preferred Shares shall be entitled In order to convert Notes into shares of A Common Stock, 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 that such holder elects to convert all or part of the election to convert the same (Face Amount represented by such Note or any part thereof) and Notes. Such notice shall state therein the name or names Face Amount of any nominee for such holder in Notes which the certificate or certificates for shares of Ordinary Shares are holder seeks to be issuedconvert. The date of receipt of the Note or Notes by the Company shall, as shall be the conversion date ("CONVERSION DATE"). As soon as practicable thereafter unless such notice states that conversion is to be effective on any (but no later date or when any conditions specified in than two days) after the notice have been fulfilled in which case conversion Conversion Date, the Company 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 A Common Stock to which such holder is entitled and, in the case where only part of a Note is converted, the Company shall be entitled execute and deliver (at its own expense) a new Note of any authorized denomination as aforesaidrequested by a holder in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal amount of the Note so surrendered. 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 shares of Preferred Shares Notes to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons holder entitled to receive the Ordinary Shares shares of A 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 A Common Stock on such date. (ii) The Company shall at all times during which the Notes shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Notes, such number of its duly authorized shares of A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Notes. In addition, the Company shall at all times during which the Notes shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Notes, such number of its duly authorized shares of preferred stock as shall from time to time be sufficient to effect the conversion of all outstanding Notes into Preferred Stock, if necessary. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of A Common Stock issuable upon conversion of the Notes, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Price. (iii) All Notes which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such Notes, including the rights, if any, to receive interest, notices and consent rights shall immediately cease and terminate on the Conversion Date, except only the right of the holders thereof to receive shares of A Common Stock, cash or Preferred Stock, as the case may be, in exchange therefor, and, if applicable, cash for any fractional shares of A Common Stock. Any Notes so converted shall be retired and canceled. (iv) 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 Notes 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) holders entitled to receive the Ordinary Shares A Common Stock issuable upon such conversion of the Preferred Shares Notes shall not be deemed to have converted such Preferred Shares Notes until immediately prior to the closing of such the 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1Upon the occurrence of the event specified in Section 3(a) Before any holder of Preferred above, the outstanding Mandatory Merger Shares shall be entitled to convert converted into IPO Company Common Stock automatically without any further action by the same into Ordinary holders of such Mandatory Merger Shares and whether or not the certificates representing such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice shares are surrendered 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 shallits transfer agent; provided, 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 fulfilledhowever, 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 IPO Company shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of IPO Company Common Stock issuable upon such conversion, conversion unless the certificates evidencing such shares of Mandatory Merger Shares are either delivered to the Company or its transfer agent as provided below, 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 reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. (2) A conversion of Preferred Shares pursuant to one . Upon surrender by any holder of the events certificates formerly representing shares of Mandatory Merger Shares, or the delivery of the indemnification agreement described above, at the office of the Company or any transfer agent for such securities, there shall be issued and delivered to such holder promptly at such office and in Article 9(a)(2) its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of IPO Company Common Stock into which the Mandatory Merger Shares surrendered were convertible on the date on which such automatic conversion occurred. Until surrendered as provided above, each certificate formerly representing shares of Mandatory Merger Shares shall be deemed for all corporate purposes to have taken place automatically regardless represent the number of whether the certificates representing shares of IPO Company Common Stock resulting from such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Sharesautomatic conversion.

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 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 Preferred Shares, 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 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 Preferred Shares Stock for conversion, be conditioned upon the effectiveness of a registration statement under the Securities Act and the closing with the underwriter of the sale and purchase of securities shares 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 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 certificatesregistration statement. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1i) 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 Common Stock, such holder shall 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 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), 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 A Preferred Stock represented by such certificate or certificates and, if applicable, any part thereof) and event on which such conversion is contingent. 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, her or its attorney duly authorized in writing. The Company close of business on the date of receipt by the transfer agent of such certificates (or lost certificate affidavit and agreement) and notice (or by the Corporation if the Corporation serves as its own transfer agent) shall be the time of conversion (the "Conversion Time"), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate 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 fulfilledConversion Time, 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 shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion entitled, together with cash in lieu of any fraction of a share. (ii) The Corporation shall at all times when the Series A Preferred Stock shall be deemed outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series A Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to have been made immediately prior time be sufficient to effect the close conversion of business on all outstanding Series A Preferred Stock; and if at any time the date number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, the Corporation shall take such surrender corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Certificate of Incorporation. Before taking any action which would cause an adjustment reducing the Series A Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series A Preferred Shares Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Series A Conversion Price. (iii) All shares of Series A Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be convertedoutstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor and to receive payment of any dividends declared but unpaid thereon. Any shares of Series A Preferred Stock so converted shall be retired and cancelled and shall not be reissued as shares of such series, and the Corporation (without the need for stockholder action) may from time to time take such appropriate action as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly. (iv) The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or on delivery of shares of Common Stock upon conversion of shares of Series A Preferred Stock pursuant to this Section 4. The Corporation shall not, however, be required to pay any later date or when tax which may be payable in respect of any conditions specified transfer involved in the notice have been fulfilled issuance and delivery of shares of Common Stock in a name other than that in which the shares of Series A Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or persons entitled entity requesting such issuance has paid to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as Corporation 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 amount of any holder tendering Preferred Shares for conversionsuch tax or has established, be conditioned upon to the closing with the underwriter satisfaction of the sale of securities pursuant to such offeringCorporation, 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 tax has 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 certificatespaid. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1i) Before any The holder of any shares of Series A Preferred Shares shall may exercise the conversion rights as to such shares or any part thereof by delivering to the Corporation during regular business hours, at the office of any transfer agent of the Corporation for the Series A Preferred, or at the principal office of the Corporation or at such other place as may be entitled to convert designated by the same into Ordinary Shares such holder shall surrender Corporation, the certificate or certificates therefor at for the Office and shall give shares to be converted, duly endorsed for transfer to the Corporation or accompanied by a written instrument or instruments of transfer (if required by it), accompanied by written notice stating that the holder elects to convert all or a number of such shares represented by the Company certificate or certificates. Such notice shall also state 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. 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 (but in any later date or when any conditions specified in event within three (3) business days thereafter), 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 to such holder, 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 holderCorporation, a certificate or certificates for the number of full shares of Ordinary Shares Common Stock to which such holder shall be is entitled and a check for cash with respect to any fractional interest in a share of Common Stock as aforesaidprovided in Subsection E.4 (ii). Such conversion The holder shall be deemed to have become a stockholder of record on the applicable Conversion Date. Upon conversion of only a portion of the number of shares of Series A Preferred represented by a certificate surrendered for conversion, the Corporation shall issue and deliver to the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate representing the number of shares of Series A Preferred not so converted. (ii) No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series A Preferred. If more than one share of Series A Preferred shall be surrendered for conversion at any one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series A Preferred so surrendered. Instead of any fractional shares of Common Stock that would otherwise be issuable upon conversion of any shares of Series A Preferred, the Corporation shall pay a cash adjustment in respect of such fractional interest equal to the value of such fractional interest based upon the Current Market Price of the Common Stock on the Conversion Date. For purposes of this Subsection E.(ii), the "CURRENT MARKET PRICE" per share of Common Stock on any day shall mean: (i) if the principal trading market for such securities is a national or regional securities exchange, the closing price on such exchange on such day; or (ii) if sales prices for shares of Common Stock are reported by the NASDAQ National Market System or NASDAQ Capital Market (or a similar system then in use), the last reported sales price (regular way) so reported on such day; or (iii) if neither (i) nor (ii) above are applicable, and if bid and ask prices for shares of Common Stock are reported in the over-the-counter market by NASDAQ (or, if not so reported, by the National Quotation Bureau), the average of the high bid and low ask prices so reported on such day. Notwithstanding the foregoing, if there is no reported closing price, last reported sales price, or bid and ask prices, as the case may be, for the day in question, then the Current Market Price shall be determined as of the latest date prior to such day for which such closing price, last reported sales price, or bid and ask prices, as the case may be, are available, unless such securities have not been made traded on an exchange or in the over-the-counter market for 30 or more days immediately prior to the close day in question, in which case the Current Market Price shall be determined in good faith by, and reflected in a formal resolution of, the Board of business Directors of the Corporation. (iii) The Corporation shall pay any and all issue and other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Series A Preferred pursuant hereto. The Corporation shall not, however, be required to pay any tax that may be payable in respect of any transfer involved in the date issue and delivery of shares of Common Stock in a name other than that in which the Series A Preferred so converted was registered, and no such surrender issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid. (iv) The Corporation shall at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of Series A Preferred, the full number of shares of Common Stock deliverable upon the conversion of all Series A Preferred from time to time outstanding. The Corporation shall from time to time use its best efforts to obtain necessary director and stockholder approvals, in accordance with the laws of the State of Delaware, to increase the authorized amount of its Common Stock if at any time the authorized amount of its Common Stock remaining unissued shall not be sufficient to permit the conversion of all of the shares of Series A Preferred Shares at the time outstanding, and shall take all such actions as are necessary to increase such authorized amount of Common Stock upon obtaining such approvals. (v) If any shares of Common Stock to be convertedreserved for the purpose of conversion of shares of Series A Preferred require registration or listing with, or on approval of, any later date governmental authority, stock exchange or when other regulatory body under any conditions specified federal or state law or regulation or otherwise, before such shares may be validly issued or delivered upon conversion the Corporation will in the notice have been fulfilled good faith and the person as expeditiously as possible endeavor to secure such registration, listing or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes approval, as the record holder or holders case may be. (vi) All shares 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, Common Stock that may be conditioned issued 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 shares of Series A Preferred Shares shall not will upon issuance by the Corporation be deemed to have converted such Preferred Shares until immediately prior validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect 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 certificatesissuance thereof. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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 shall be determined as follows: (i) If traded on a QIPOsecurities exchange or through the NASDAQ Global Market, NYSE or other national stock exchange quotation system, 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) value shall be deemed to have taken place automatically regardless be the average of whether the certificates representing closing prices of the securities on such shares have been tendered quotation system over the thirty (30) day period ending three (3) days prior to the Company but from and after such conversion any such certificates not tendered to conversion; (ii) If actively traded over-the-counter, the Company value shall be deemed to evidence solely be the Ordinary Shares received upon such conversion and average of the right closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to receive a certificate for such Ordinary Sharesthe conversion; and (iii) If there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors.

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 [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1) Before any holder of Preferred Shares The Notes shall be entitled converted in accordance with the following provisions: (i) In order to convert exercise the same into Ordinary Shares such holder conversion option in subparagraph 4.01(a), the Holder of the Note shall surrender the certificate or certificates therefor such Note at the Office and shall give office of the Issuer, with a written notice of election to convert, completed and signed, specifying the Company amount of the election Principal Sum of the Note to convert be converted and the same (or any part thereof) and shall state therein amount of accrued interest thereon, if any, to be converted. Unless the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares issuable on conversion are to be issued. The Company shallissued in the same name as the name in which such Note is registered, as soon the Note shall be accompanied by an instrument of transfer, in form reasonably satisfactory to the Issuer, duly executed by the Holder or the Holder's duly authorized attorney and an amount sufficient to pay any transfer or similar tax. (ii) As promptly as practicable thereafter unless after the surrender by the Holder of the Note as aforesaid, the Issuer shall issue and shall deliver to such notice states that conversion is to be effective on any later date Holder, 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 Holder's written order to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderXxxxxx's transferee, a certificate or certificates for the whole number of shares of Ordinary Shares to which Common Stock issuable upon the conversion of such holder shall be entitled as aforesaid. Such Notes in accordance with the provisions of this Section 4.01. (iii) Each conversion shall be deemed to have been made effected immediately prior to the close of business on the date of such surrender of on which the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice Note shall have been fulfilled surrendered and such notice received by the Issuer as aforesaid, and the person in whose name or persons entitled to receive the Ordinary Shares names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be treated for all purposes as deemed to have become the holder of record holder or holders of the shares of Common Stock represented thereby at such Ordinary Shares as of time on such date. If the All shares of Common Stock delivered upon 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 Notes will upon delivery be duly and validly issued and fully paid and non-assessable, free of securities pursuant all liens and charges and not subject to any preemptive rights. Upon the surrender of the Note, in the event the Holder elects to convert the entire Principal Sum of and interest accrued on the Note, such Note shall no longer be deemed to be outstanding and all rights of a Holder with respect to such offering, in which event Note surrendered for conversion shall immediately terminate except the person(s) entitled right 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 securitiesCommon Stock. In the event that the certificate(s) representing Holder elects to convert the Preferred Shares to be converted Note only in part, the Issuer shall as aforesaid are not delivered promptly as practicable after the surrender of the Note, issue and deliver to the Company, then Holder a new Note with a Principal Sum equal to the Company unconverted Principal Sum and accrued interest of such surrendered Note. (iv) Prior to the delivery of any securities which the Issuer shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued deliver 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. (2) A conversion of Preferred Shares pursuant the Notes, the Issuer shall comply with all applicable federal and state laws and regulations which require action to one of be taken by the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary SharesIssuer.

Mechanics of Conversion. (1i) 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 Common Stock, such holder shall 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 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), 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 A Preferred Stock represented by such certificate or certificates and, if applicable, any part thereof) and event on which such conversion is contingent. 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 such holder’s attorney duly authorized in writing. The Company close of business on the date of receipt by the transfer agent (or the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate 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 fulfilledConversion Time, (A) 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’s nominees, (1) 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 and (2) a certificate or certificates for the number of shares of Common Stock determined pursuant to Section 4(d) and (B) pay all unpaid Series A Accruing Dividends and all other declared and unpaid dividends on the shares of Series A Preferred Stock so converted (such payment shall be deemed to have been made immediately prior in additional shares of Common Stock at a per share price equal to the close conversion rate then in effect for the Series A Preferred Stock). (ii) The Corporation shall at all times when the Series A Preferred Stock shall be outstanding, reserve and keep available out of business on its authorized but unissued capital stock, for the date purpose of effecting the conversion of the Series A Preferred Stock, such surrender number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Corporation’s certificate of incorporation. Before taking any action which would cause an adjustment reducing the Series A Conversion Price below the then par value 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 Common Stock 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 Series A Preferred Shares Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Series A Conversion Price. (iii) All shares of Series A Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor. Any shares of Series A Preferred Stock so converted shall be retired and cancelled and shall not be deemed to have converted such Preferred Shares until immediately prior to the closing reissued as shares of such sale series, and the Corporation (without the need for stockholder action) may from time to time take such appropriate action as may be necessary to reduce the authorized number of securities. In the event that the certificate(sshares of Series A Preferred Stock accordingly. (iv) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue Upon 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 no adjustment to the Company to indemnify Series A Conversion Price shall be made for any declared but unpaid dividends on the Company from any loss incurred by it in connection with such certificatesSeries A Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion. (2v) A The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Series A Preferred Shares Stock pursuant to one this Section 4. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Series A Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing Corporation, that such shares have tax has been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Sharespaid.

Mechanics of Conversion. (1i) 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 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 three Business Days), the notice have been fulfilled in which case conversion Company shall take effect on such other date or when such conditions have been fulfilled, (A) 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 entitled as aforesaidis entitled, together with a check or cash for payment of fractional shares, if any, in exchange for the certificates formerly representing shares of Series A Preferred Stock and (B) pay to such holder, to the extent of funds legally available therefor, all accrued and unpaid Dividends on the shares of Series A Preferred Stock that are being converted into Common Stock. 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 Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock 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 shares of Common Stock or Series A Preferred Stock are issued in a name other than the name of the converting holder. The Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Common Stock upon conversion or due upon the issuance of a new certificate for any shares of Series A Preferred Stock not converted other than any such tax due because shares of Common Stock or a certificate for shares of Series A Preferred Stock are issued in a name other than the name of the converting holder. (ii) The Company shall at all times reserve and keep available, free from any preemptive rights, out of its treasury or out of authorized but unissued shares of Common Stock (or a combination of both) for the purpose of effecting the conversion of the Series A Preferred Stock the full number of shares of Common Stock deliverable upon the conversion of all outstanding Series A Preferred Stock (as may be adjusted from time to time pursuant to the terms of this SECTION 5 and assuming for the purposes of this calculation that all outstanding shares of Series A Preferred Stock are held by one holder), and the Company shall take all actions to amend its Certificate of Incorporation to increase the authorized amount of Common Stock if necessary therefor. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Price. (iii) From and after the Conversion Date, the shares of Series A Preferred Stock to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Series A Preferred Stock (except the right to receive from the Company the Common Stock upon conversion, together with the right to receive any payment in lieu of a fractional share of Common Stock and any accrued and unpaid Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a share of Series A Preferred Stock is not converted, such share of Series A Preferred Stock will remain outstanding and will be entitled to all of the rights as provided herein. Any shares of Series A Preferred Stock that have been converted will, after such conversion, upon issuance of the shares of Common Stock issuable upon conversion thereof and the payment of all accrued and unpaid Dividends thereon and cash in lieu of fractional shares of Common Stock, be deemed cancelled and retired, shall not be reissued as such and, following the filing of any certificate required by the DGCL, have the status of authorized but unissued Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board; provided, however, that if such shares become convertible into Senior Redeemable Preferred, such shares shall not be deemed cancelled and retired but may instead be reissued as shares of Senior Redeemable Preferred. Notwithstanding anything to the contrary set forth herein, in the event that (1) any shares of Series A Preferred Stock are converted into Common Stock pursuant to the terms hereof or Series B Preferred Stock pursuant to SECTION 8, and (2) the Company, at the time of such conversion, does not have sufficient lawfully available funds to pay all accrued and unpaid Dividends then due and payable thereon, upon such conversion the holder of such shares shall in addition to receiving shares of Common Stock issuable pursuant to this SECTION 5 or Series B Preferred Stock issuable pursuant to SECTION 8, as applicable, receive one share of a series of preferred stock of the Company having the rights, powers and preferences hereinafter described (the “Senior Redeemable Preferred”) for each share of Series A Preferred Stock that was converted in lieu of the accrued and unpaid Dividends then due and payable thereon. The Company hereby covenants that, if any shares of Series A Preferred Stock become convertible into Senior Redeemable Preferred, the Board shall take all necessary action to authorize the creation of the Senior Redeemable Preferred and to provide that the Senior Redeemable Preferred shall rank senior to all Junior Securities, pari passu with all Parity Securities and junior to all Senior Securities, and shall have no special rights, powers or preferences, other than the following: (A) each share of Senior Redeemable Preferred shall be redeemed automatically by the Company, at such time as the Company shall have sufficient lawfully available funds therefor, at a purchase price equal to (x) the amount of accrued and unpaid Dividends attributable to the share of Series A Preferred Stock that was converted into such share of Senior Redeemable Preferred at the time of such conversion, plus (y) any Dividends payable thereon at the rate and on the basis as would otherwise be applicable pursuant to SECTION 2 hereof from the date of such conversion through the date of redemption, (B) for so long as any shares of Senior Redeemable Preferred are outstanding, the Company shall not take any of the actions referenced in sub-clauses (i) — (vi) of SECTION 4(c) hereof and (C) upon any voluntary or involuntary liquidation or dissolution or winding up of the Company, the holders of such Ordinary Shares as Senior Redeemable Preferred shall have a liquidation preference equal to an amount calculated in accordance with clause (A) of such date. this sentence. (iv) If the conversion is in connection with a QIPOany sale, transfer or other disposition of the Common Stock issuable upon conversion of the Series A Preferred Stock, the conversion may, at the option of any holder tendering any share of Series A Preferred Shares Stock for conversion, be conditioned upon the closing of the sale, transfer or the disposition of shares of Common Stock issuable upon conversion of Series A Preferred Stock with the underwriter of the sale of securities pursuant to underwriter, transferee or other acquirer in such offeringsale, transfer or disposition, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the such shares of Series A Preferred Shares Stock shall not be deemed to have converted such Preferred Shares occurred until immediately prior to the closing of such sale sale, transfer or other disposition. (v) The Company shall comply with all federal and state laws, rules and regulations and applicable rules and regulations of securitiesthe Exchange on which shares of the Common Stock are then listed. In the event that the certificate(s) representing the Preferred Shares If any shares of Common Stock to be converted as aforesaid reserved for the purpose of conversion of shares of Series A Preferred Stock require registration with or approval of any person or group under any federal or state law or the rules and regulations of the Exchange on which shares of the Common Stock are not then listed before such shares may be validly issued or delivered to the Companyupon conversion, then the Company shall not be obligated will, as expeditiously as possible, use its reasonable best efforts to issue secure such registration or approval, as the case may be. So long as any certificate(s) representing shares of Common Stock into which the Ordinary Shares issued shares of Series A Preferred Stock are then convertible is then listed on an Exchange, the Company will list and keep listed on such Exchange, upon such conversionofficial notice of issuance, unless the holder all 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 certificatesCommon Stock issuable upon conversion. (2vi) A All shares of Common Stock issued upon conversion of the shares of Series A Preferred Shares pursuant to one Stock will, upon issuance by the Company, be duly and validly issued, fully paid and nonassessable, not issued in violation of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered any preemptive rights arising under law or contract and free from all taxes, liens and charges with respect to the Company but from issuance thereof, and after such conversion any such certificates not tendered to the Company shall take no action which will cause a contrary result. (vii) If, prior to a Rights Trigger, shares of Series A Preferred Stock are converted into Common Stock, upon the conversion of such shares of Series A Preferred Stock, the shares of Common Stock issued in respect thereof shall be deemed issued with the same Rights, if any, attached thereto as are attached to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Sharesthen-outstanding shares of Common Stock.

Mechanics of Conversion. (1) No fractional Ordinary Share shall be issued upon conversion of the Preferred Shares. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then effective respective Series A Conversion Price or Series A1 Conversion Price, as the case may be. Before any holder of Preferred Shares shall be entitled to convert the same into full Ordinary Shares such holder 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 Shares 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 Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, Shares a certificate or certificates for the number of shares of Ordinary Shares 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 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 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 on such date. If The directors may effect conversion in any matter permitted by law including, without prejudice to the conversion is in connection with a QIPOgenerality of the foregoing, repurchasing or redeeming the conversion may, at the option of any holder tendering relevant Preferred Shares for conversion, be conditioned upon and applying the closing with proceeds towards the underwriter issue of the sale relevant number 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such new Ordinary Shares.

Mechanics of Conversion. (1i) Before Each share of Series C Preferred Stock may be converted on any holder of Preferred Shares shall be entitled date, from time to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor time, at the Office and shall give written notice to the Company option of the election to convert the same (or any part Holder 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 into the number of shares of Ordinary Shares Common Stock equal to the Conversion Rate in effect at such time; provided only such number of Series C Preferred Stock may be converted to Common Stock as would not cause the Holder (including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act) to become the beneficial owner, directly or indirectly, of shares of Capital Stock of the Company that would entitle it to exercise in excess of [27.9]% of the aggregate ordinary voting power of all shares of Voting Stock of the Company (computed after giving effect to the proposed conversion). (ii) The right of conversion attaching to any shares of Series C Preferred Stock may be exercised by the Holder thereof by delivering the shares to be converted to the office of the Company, accompanied by a duly signed and completed notice of conversion in form reasonably satisfactory to the Company, which notice shall include the number of shares of Common Stock beneficially owned by such holder Holder (including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act) as of the date thereof. The conversion date 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 on which the shares of Series C Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled Stock and the person duly signed and completed notice of conversion are so delivered. The Person or persons 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 Common Stock as of such conversion date and such Person or Persons shall cease to be a record Holder or record Holders of the Series C Preferred Stock on that date. If As promptly as practicable on or after the conversion is in connection with a QIPOdate, the conversion mayCompany shall issue a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, with any fractional shares (after aggregating all Series C Preferred Stock being converted on such date) rounded up to full shares or, at the option Company’s option, payment in cash in lieu of any holder tendering Preferred Shares fraction of a share, based on the Market Price of the Common Stock on the Business Day preceding the conversion date. Such certificate or certificates shall be delivered by the Company to the appropriate Holder on a book-entry basis or by mailing certificates evidencing the additional shares to the Holders at their respective addresses as set forth in the conversion notice. No payment or adjustment for dividends, or for any dividends in respect of shares of Common Stock, shall be made upon conversion. (iii) The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, be conditioned solely for issuance 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 Series C Preferred Shares Stock, such number of shares of Common Stock as shall not from time to time be deemed issuable upon the conversion of all the shares of Series C Preferred Stock then outstanding. Any shares of Common Stock issued upon conversion of the Series C Preferred Stock shall be duly authorized, validly issued and fully paid and nonassessable and shall rank pari passu with the other shares of Common Stock outstanding from time to have converted such time. The Company shall deliver the shares of Common Stock received upon conversion of the Series C Preferred Shares until immediately prior Stock to the closing converting Holder free and clear of all liens, charges, security interests and encumbrances. The Company shall use its commercially reasonable efforts to obtain and keep in force such sale governmental or regulatory permits or other authorizations as may be required by law, to comply with all applicable requirements as to registration or qualification of securities. In the event Common Stock (and all requirements to list the Common Stock issuable upon conversion of the Series C Preferred Stock that are at the certificate(s) representing the Preferred Shares time applicable), in order to be converted as aforesaid are not delivered to the Company, then enable the Company to lawfully issue Common Stock upon conversion of the Series C Preferred Stock and to lawfully deliver the Common Stock to each Holder upon conversion of the Series C Preferred Stock. (iv) The Company shall not pay any and all taxes that may be obligated payable in respect of the issue or delivery of shares of Common Stock on conversion of Series C Preferred Stock. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue any certificate(s) representing and delivery of shares of Common Stock in a name other than that in which the Ordinary Shares issued upon Series C Preferred Stock so converted were registered, and no such conversion, issue or delivery shall be made unless and until the holder of Person requesting such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory issue has paid to the Company the, amount of any such tax, or has established to indemnify the satisfaction of the Company from any loss incurred by it in connection with that such certificatestax has been paid. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1) Before any holder of Series A Preferred Shares Stock, Series B Preferred Stock or Series C 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 such series of Preferred Stock, and shall give written notice by mail, postage prepaid, to the Company of the election to convert the same (or any part thereof) and shall state this corporation at its principal corporate office, stating 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 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. 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 of 1933, as amended, the conversion may, at the option of any holder tendering Preferred Shares for conversion, will be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, unless otherwise designated in writing by the holders of such Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock in which event the person(s) entitled to receive the Ordinary Shares Common Stock issuable 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1i) Before any holder of Preferred Shares shall be entitled In order to convert Notes into shares of A Common Stock, 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 (such notice, the "Conversion Notice") that such holder elects to convert all or part of the election Face Amount, plus all accrued and unpaid interest thereon, represented by such Note or Notes into shares of A Common Stock no less than ten (10) business days prior to the date on which the holder desires to effect such conversion (such date, the "Conversion Date"). The Conversion Notice shall state the Conversion Date, the Face Amount of Notes, plus all accrued and unpaid interest thereon, which the holder seeks to convert the same (or any part thereof) and shall state therein be revocable, at the name option of the holder, at all times prior to the close of business on the later of the Conversion Date or names of any nominee the Cash Out Date; provided, however, that if the Company elects to exercise its Cash Out Right, a Conversion Notice that is not delivered in connection with an Underwritten Conversion shall be irrevocable for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedthree (3) business day period ending on (and including) the Cash Out Date. The holders shall deliver to the Company shall, as the Note or Notes that are being converted on or prior to the later of the Conversion Date or the Cash Out Date. As soon as practicable thereafter unless such notice states that conversion is to be effective on any practicable, but no later date than two days after the later of the Conversion Date or when any conditions specified in the notice have been fulfilled in which case conversion Cash Out Date, the Company shall take effect on such other date or when such conditions have been fulfilled, (at its own expense) promptly 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 at a location directed by such holder, a certificate or certificates for the number of shares of Ordinary Shares A Common Stock to which such holder shall be is entitled and, in the case where only part of a Note is converted, a new Note of any authorized denomination (as aforesaidrequested by a holder) in an aggregate principal amount equal to and in exchange for the unconverted portion of the principal amount of the Note so surrendered. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender later of the shares of Preferred Shares to be convertedConversion Date or the Cash Out Date, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons holder entitled to receive the Ordinary Shares shares of A 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 A Common Stock on such date. (ii) The Company shall at all times during which the Notes shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Notes, such number of its duly authorized shares of A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Notes. In addition, the Company shall at all times during which the Notes shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Notes, such number of its duly authorized shares of preferred stock as shall from time to time be sufficient to effect the conversion of all outstanding Notes into Preferred Stock, if necessary. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of A Common Stock issuable upon conversion of the Notes, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of A Common Stock at such adjusted Conversion Price. (iii) All Notes which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such Notes, including the rights, if any, to receive interest, notices and consent rights shall immediately cease and terminate at the close of business on the later of the Conversion Date or the Cash Out Date, except only the right of the holders thereof to receive shares of A Common Stock, cash or Preferred Stock, as the case may be, in exchange therefor, and, if applicable, cash for any fractional shares of A Common Stock. Any Notes so converted shall be retired and canceled. (iv) 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 Notes 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) holders entitled to receive the Ordinary Shares A Common Stock issuable upon such conversion of the Preferred Shares Notes shall not be deemed to have converted such Preferred Shares Notes until immediately prior to the closing of such the 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1) Before any holder of shares of Convertible 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, at the Office office of the Corporation or of any transfer agent for the Convertible Preferred, as the case may be, 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 of such holder or the name or names of any nominee for the nominees of such holder in which such holder 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 any shares of Convertible Preferred. In lieu of any fractional shares of Common Stock 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. 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 Sharesshares of Convertible 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 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 Convertible 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1i) Before any holder of Series B 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 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 the name or names of any nominee for such holder in which he 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 at such office 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 holderStock, 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 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 as shares of Common Stock on such date. . (ii) If the a voluntary conversion is made in connection with an underwritten offering of securities pursuant to a QIPOregistration statement filed 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 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 B Preferred Shares Stock shall not be deemed to have converted such 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

Mechanics of Conversion. (1) Before any holder of Series A Preferred Shares Stock shall be entitled to convert such Series A 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 Person or persons 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 public 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 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. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.