Common use of Procedures for Holder Conversion Clause in Contracts

Procedures for Holder Conversion. In order to effectuate a conversion of all or a portion of this Note pursuant to Section 7.1, the Holder shall (i) submit a written election to the Company that the Holder elects to convert this Note specifying (x) the portion of the Principal Amount of this Note and the corresponding Accrued Interest elected to be converted, (y) whether this Note shall be converted into Class A Ordinary Shares or ADSs and (z) any other information that the Holder reasonably believes to be necessary or appropriate for such conversion and (ii) deliver, along with such written election, to the Company (or the Depositary or the Company’s registered office provider as specified by the Company) this Note being converted or, in the event such Note is lost, stolen or missing, accompanied by an affidavit of loss executed by the Holder, as well as deliver any other documents or information reasonably and customarily requested by the Depositary or the Company’s registered office provider in the manner and to the place reasonably required by such Depositary or registered office provider to be delivered (all items under this sub-clause (ii), collectively, the “Conversion Documents”). The Holder shall have the right to elect to receive Class A Ordinary Shares or ADSs in the event of a conversion pursuant to Section 7.1. The conversion of this Note hereunder shall be deemed effective as of the date of submission of such written election and delivery of the Conversion Documents; provided, however, that in connection with a Reorganization Event whereby this Note is to be converted in accordance with Section 7.6(c), a conversion notice may be conditional on the completion of such Reorganization Event. Upon the receipt by the Company of a written election and the delivery of the Conversion Documents, the Company shall deliver, as promptly as practicable (but in any event within five (5) Business Days thereafter), to the Holder (A)(i) if the Holder elects to convert this Note (or portion thereof) into Class A Ordinary Shares, (1) a certified copy of the Company’s register of members or an excerpt thereof reflecting the Holder’s ownership of such Class A Ordinary Shares to which the Holder shall be entitled upon conversion of this Note, and (2) a share certificate representing such Class A Ordinary Shares registered in the name of the Holder to which the Holder shall be entitled upon conversion of the applicable portion of this Note as calculated pursuant to Section 7.1, and (ii) if the Holder elects to convert this Note (or portion thereof) into ADSs, (1) a certified copy of the Company’s register of members or an excerpt thereof reflecting the Depositary’s ownership of the underlying Class A Ordinary Shares represented by the ADSs into which this Note is converted, and (2) evidence to the reasonable satisfaction of the Holder that the ADSs to which the Holder shall be entitled upon conversion of the applicable portion of this Note have been credited on the books of The Depository Trust Company to the brokerage account(s) designated by the Holder; (B) if the Company elects for any Stub Period Interest to, but excluding, the Conversion Date, to be paid in cash, the cash amount in immediately available funds of such Stub Period Interest in full; and if applicable; and (C) a note in the form of this Note, representing the portion of the principal amount of this Note not elected to be converted pursuant to the written election, in which case this Note shall be cancelled and the Company shall record the outstanding principal amount equal to the unconverted portion of this Note on the register maintained for registration or transfer of the 2027 Convertible Notes (without payment of any service charge by the Holder). All Conversion Securities issued hereunder by the Company shall be duly and validly issued, fully paid and non-assessable, free and clear of all Taxes, liens, charges and encumbrances with respect to the issuance thereof.

Procedures for Holder Conversion. In order to effectuate a conversion of all or a portion of this Note Series A-1 Preferred Shares pursuant to Section 7.1, the Holder a holder shall (i) submit a written election to the Company that the Holder such holder elects to convert this Note Series A-1 Preferred Shares specifying (x) the portion number of the Principal Amount of this Note and the corresponding Accrued Interest Series A-1 Preferred Shares elected to be converted, (y) whether this Note the Series A-1 Preferred Shares shall be converted into Class A Ordinary Shares or ADSs and (z) any other information that the Holder such holder reasonably believes to be necessary or appropriate for such conversion and (ii) deliver, along with such written election, to the Company (or the Depositary or the Company’s registered office provider as specified by the Company) this Note the original certificate or certificates, if any, representing the Series A-1 Preferred Shares being converted or, in the event such Note is certificate or certificates are lost, stolen or missing, accompanied by an affidavit of loss executed by the Holdersuch holder, as well as deliver any other documents or information reasonably and customarily requested by the Depositary or the Company’s registered office provider in the manner and to the place reasonably required by such Depositary or registered office provider to be delivered (all items under this sub-clause (ii), collectively, the “Conversion Documents”). The Holder Each holder shall have the right to elect to receive Class A Ordinary Shares or ADSs in the event of a conversion pursuant to Section 7.1. The conversion of this Note such Series A-1 Preferred Shares hereunder shall be deemed effective as of the date of submission of such written election and delivery of the Conversion Documents, and upon effectiveness of such conversion, the Series A-1 Preferred Shares so fully converted shall be re-classified as Class A Ordinary Shares; provided, however, that in connection with a Reorganization Event whereby this Note is the Series A-1 Preferred Shares are to be converted in accordance with Section 7.6(c), a conversion notice may be conditional on the completion of such Reorganization Event. For the avoidance doubt, the conversion of any Series A-1 Preferred Shares into Class A Ordinary Shares or ADSs is a re-classification of shares and does not involve the redemption of the corresponding Series A-1 Preferred Shares or the issuance of new shares. Upon the receipt by the Company of a written election and the delivery of the Conversion Documents, the Company shall deliver, as promptly as practicable (but in any event within five (5) Business Days thereafter), to the Holder relevant holder (A)(i) if the Holder such holder elects to convert this Note (or portion thereof) the Series A-1 Preferred Shares into Class A Ordinary Shares, (1) a certified copy of the Company’s register of members or an excerpt thereof reflecting the Holdersuch holder’s ownership of such Class A Ordinary Shares to which the Holder such holder shall be entitled upon conversion of this Notethe applicable Series A-1 Preferred Shares, and (2) a share certificate representing such Class A Ordinary Shares registered in the name of the Holder such holder to which the Holder such holder shall be entitled upon conversion of the applicable portion of this Note Series A-1 Preferred Shares as calculated pursuant to Section 7.1, and (ii) if the Holder such holder elects to convert this Note (or portion thereof) the Series A-1 Preferred Shares into ADSs, (1) a certified copy of the Company’s register of members or an excerpt thereof reflecting the Depositary’s ownership of the underlying Class A Ordinary Shares represented by the ADSs into which this Note is applicable Series A-1 Preferred Shares are converted, and (2) evidence to the reasonable satisfaction of the Holder such holder that the ADSs to which the Holder such holder shall be entitled upon conversion of the applicable portion of this Note have Series A-1 Preferred Shares has been credited on the books of The Depository Trust Company to the brokerage account(s) designated by the Holdersuch holder; (B) if the Company elects for any Stub Period Interest accumulated and accrued dividends from the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date, to be paid in cash, the cash amount in immediately available funds of such Stub Period Interest in fullaccumulated and accrued dividends; and if applicable; and (CC)(i) a note in the form of this Note, share certificate representing the portion number of Series A-1 Preferred Shares delivered to the principal amount of this Note Company for conversion but otherwise not elected to be converted pursuant to the written election, in which case this Note shall be cancelled and (ii) a certified copy of the Company’s register of members or an excerpt thereof reflecting such holder’s ownership of such Series A-1 Preferred Shares delivered to the Company shall record the outstanding principal amount equal for conversion but otherwise not elected to be converted pursuant to the unconverted portion of this Note on the register maintained for registration or transfer of the 2027 Convertible Notes (without payment of any service charge by the Holder)written election. All Conversion Securities issued hereunder by the Company shall be duly and validly issued, fully paid and non-assessable, free and clear of all Taxes, liens, charges and encumbrances with respect to the issuance thereof.

Procedures for Holder Conversion. In order to effectuate a conversion of all or a portion Shares of this Note Series B Preferred Stock pursuant to Section 7.18.1, the Holder a holder shall (i) submit a written election to the Company that the Holder such holder elects to convert this Note Shares specifying (x) the portion number of the Principal Amount of this Note and the corresponding Accrued Interest Shares elected to be converted, (y) whether this Note shall be converted into Class A Ordinary Shares or ADSs and (z) any other information that the Holder reasonably believes to be necessary or appropriate for such conversion and (ii) deliversurrender, along with such written election, to the Company the certificate or certificates, if any, representing the Shares being converted, duly assigned or endorsed for transfer to the Company (or the Depositary or the Company’s registered office provider as specified accompanied by the Companyduly executed stock powers relating thereto) this Note being converted or, in the event such Note is certificate or certificates are lost, stolen or missing, accompanied by an affidavit of loss executed by the Holder, as well as deliver any other documents or information reasonably and customarily requested by the Depositary or the Company’s registered office provider in the manner and to the place reasonably required by such Depositary or registered office provider to be delivered (all items under this sub-clause (ii), collectively, the “Conversion Documents”). The Holder shall have the right to elect to receive Class A Ordinary Shares or ADSs in the event of a conversion pursuant to Section 7.1holder. The conversion of this Note such Shares hereunder shall be deemed effective as of the date of submission of such written election and surrender of such Series B Preferred Stock certificate or certificates, if any, or delivery of the Conversion Documents; providedsuch affidavit of loss, however, that in connection with a Reorganization Event whereby this Note is to be converted in accordance with Section 7.6(c), a conversion notice may be conditional on the completion of such Reorganization Eventif applicable. Upon the receipt by the Company of a written election and the delivery surrender of the Conversion Documentssuch certificate(s) and accompanying materials (if any), the Company shall deliver, as promptly as practicable (but in any event within five ten (510) Business Days days thereafter) deliver to the relevant holder (A) the number of shares of Common Stock (including, subject to Section 8.3(c), to the Holder (A)(iany fractional share) if the Holder elects to convert this Note (or portion thereof) into Class A Ordinary Shares, (1) a certified copy of the Company’s register of members or an excerpt thereof reflecting the Holder’s ownership of such Class A Ordinary Shares to which the Holder shall be entitled upon conversion of this Note, and (2) a share certificate representing such Class A Ordinary Shares registered in the name of the Holder to which the Holder holder shall be entitled upon conversion of the applicable portion of this Note Shares as calculated pursuant to Section 7.18.1 and, and (ii) if the Holder elects to convert this Note (or portion thereof) into ADSs, (1) a certified copy of the Company’s register of members or an excerpt thereof reflecting the Depositary’s ownership of the underlying Class A Ordinary Shares represented by the ADSs into which this Note is converted, and (2) evidence to the reasonable satisfaction of the Holder that the ADSs to which the Holder shall be entitled upon conversion of the applicable portion of this Note have been credited on the books of The Depository Trust Company to the brokerage account(s) designated by the Holder; (B) if the number of Shares of Series B Preferred Stock delivered to the Company elects for any Stub Period Interest to, conversion but excluding, the Conversion Date, to be paid in cash, the cash amount in immediately available funds of such Stub Period Interest in full; and if applicable; and (C) a note in the form of this Note, representing the portion of the principal amount of this Note otherwise not elected to be converted pursuant to the written election, in which each case this Note shall be cancelled and the Company shall record the outstanding principal amount equal to the unconverted portion of this Note in book-entry form on the register maintained for registration or transfer of the 2027 Convertible Notes (without payment of any service charge by the Holder)Company’s share ledger. All Conversion Securities shares of capital stock issued hereunder by the Company shall be duly and validly issued, fully paid and non-assessable, free and clear of all Taxes, liens, charges and encumbrances with respect to the issuance thereof.

Procedures for Holder Conversion. In order to effectuate a conversion of all or a portion Shares of this Note Series B-2 Convertible Preferred Stock pursuant to Section 7.16.1, the a Holder shall (i) submit a written election to the Company Corporation that the such Holder elects to convert this Note Shares specifying (x) the portion number of the Principal Amount of this Note and the corresponding Accrued Interest Shares elected to be converted, (y) whether this Note shall be converted into Class A Ordinary Shares or ADSs and (z) any other information that the Holder reasonably believes to be necessary or appropriate for such conversion and (ii) deliversurrender, along with such written election, to the Company Corporation the certificate or certificates, if any, representing the Shares being converted, duly assigned or endorsed for transfer to the Corporation (or the Depositary or the Company’s registered office provider as specified accompanied by the Companyduly executed stock powers relating thereto) this Note being converted or, in the event such Note is certificate or certificates are lost, stolen or missing, accompanied by an affidavit of loss executed by the Holder, as well as deliver any other documents or information reasonably and customarily requested by the Depositary or the Company’s registered office provider in the manner and to the place reasonably required by such Depositary or registered office provider to be delivered (all items under this sub-clause (ii), collectively, the “Conversion Documents”). The Holder shall have the right to elect to receive Class A Ordinary Shares or ADSs in the event of a conversion pursuant to Section 7.1. The conversion of this Note such Shares hereunder shall be deemed effective as of the date of submission of such written election and surrender of such Series B-2 Convertible Preferred Stock certificate or certificates, if any, or delivery of the Conversion Documents; providedsuch affidavit of loss, however, that in connection with a Reorganization Event whereby this Note is to be converted in accordance with Section 7.6(c), a conversion notice may be conditional on the completion of such Reorganization Eventif applicable. Upon the receipt by the Company Corporation of a written election and the delivery surrender of the Conversion Documentssuch certificate(s) and accompanying materials (if any), the Company Corporation shall deliver, as promptly as practicable (but in any event within five (5days thereafter) Business Days thereafter), deliver to the relevant Holder (A)(iA) if the Holder elects to convert this Note (or portion thereof) into Class A Ordinary Shares, (1) a certified copy number of the Company’s register shares of members or an excerpt thereof reflecting the Holder’s ownership of such Class A Ordinary Shares Common Stock to which the Holder shall be entitled upon conversion of this Note, and (2) a share certificate representing such Class A Ordinary Shares registered in the name of the Holder to which the Holder shall be entitled upon conversion of the applicable portion of this Note Shares as calculated pursuant to Section 7.1, and 6.1 (ii) if including by certificates evidencing such shares of Common Stock to the Holder elects to convert this Note (or portion thereofat its address as set forth in the written election) into ADSsand, (1) a certified copy of the Company’s register of members or an excerpt thereof reflecting the Depositary’s ownership of the underlying Class A Ordinary Shares represented by the ADSs into which this Note is converted, and (2) evidence to the reasonable satisfaction of the Holder that the ADSs to which the Holder shall be entitled upon conversion of the if applicable portion of this Note have been credited on the books of The Depository Trust Company to the brokerage account(s) designated by the Holder; (B) if the Company elects for any Stub Period Interest to, number of Shares of Series B-2 Convertible Preferred Stock delivered to the Corporation but excluding, the Conversion Date, to be paid in cash, the cash amount in immediately available funds of such Stub Period Interest in full; and if applicable; and (C) a note in the form of this Note, representing the portion of the principal amount of this Note not elected to be converted pursuant to the written election, in which each case this Note shall be cancelled and in book-entry form on the Company shall record Corporation's share ledger or by mailing certificates evidencing the outstanding principal amount equal shares to the unconverted portion of this Note on address specified for such Holder in the register maintained for registration or transfer books and records of the 2027 Convertible Notes Corporation (without payment of any service charge or at such other address as may be provided to the Corporation in writing by the such Holder). All Conversion Securities shares of capital stock issued hereunder by the Company Corporation shall be duly and validly issued, fully paid and non-assessable, free and clear of all Taxestaxes, liens, charges and encumbrances with respect to the issuance thereof.

Procedures for Holder Conversion. In order to effectuate a conversion of all or a portion Shares of this Note Series B-1 Convertible Preferred Stock pursuant to Section 7.18.1, the a Holder shall (i) submit a written election to the Company Corporation that the such Holder elects to convert this Note Shares specifying (x) the portion number of the Principal Amount of this Note and the corresponding Accrued Interest Shares elected to be converted, (y) whether this Note shall be converted into Class A Ordinary Shares or ADSs and (z) any other information that the Holder reasonably believes to be necessary or appropriate for such conversion and (ii) deliversurrender, along with such written election, to the Company Corporation the certificate or certificates, if any, representing the Shares being converted, duly assigned or endorsed for transfer to the Corporation (or the Depositary or the Company’s registered office provider as specified accompanied by the Companyduly executed stock powers relating thereto) this Note being converted or, in the event such Note is certificate or certificates are lost, stolen or missing, accompanied by an affidavit of loss executed by the Holder, as well as deliver any other documents or information reasonably and customarily requested by the Depositary or the Company’s registered office provider in the manner and to the place reasonably required by such Depositary or registered office provider to be delivered (all items under this sub-clause (ii), collectively, the “Conversion Documents”). The Holder shall have the right to elect to receive Class A Ordinary Shares or ADSs in the event of a conversion pursuant to Section 7.1. The conversion of this Note such Shares hereunder shall be deemed effective as of the date of submission of such written election and surrender of such Series B-1 Convertible Preferred Stock certificate or certificates, if any, or delivery of the Conversion Documents; providedsuch affidavit of loss, however, that in connection with a Reorganization Event whereby this Note is to be converted in accordance with Section 7.6(c), a conversion notice may be conditional on the completion of such Reorganization Eventif applicable. Upon the receipt by the Company Corporation of a written election and the delivery surrender of the Conversion Documentssuch certificate(s) and accompanying materials (if any), the Company Corporation shall deliver, as promptly as practicable (but in any event within five (5days thereafter) Business Days thereafter), deliver to the relevant Holder (A)(iA) if the Holder elects to convert this Note (or portion thereof) into Class A Ordinary Shares, (1) a certified copy number of the Company’s register shares of members or an excerpt thereof reflecting the Holder’s ownership of such Class A Ordinary Shares Common Stock to which the Holder shall be entitled upon conversion of this Note, and (2) a share certificate representing such Class A Ordinary Shares registered in the name of the Holder to which the Holder shall be entitled upon conversion of the applicable portion of this Note Shares as calculated pursuant to Section 7.1, and 8.1 (ii) if including by certificates evidencing such shares of Common Stock to the Holder elects to convert this Note (or portion thereofat its address as set forth in the written election) into ADSsand, (1) a certified copy of the Company’s register of members or an excerpt thereof reflecting the Depositary’s ownership of the underlying Class A Ordinary Shares represented by the ADSs into which this Note is converted, and (2) evidence to the reasonable satisfaction of the Holder that the ADSs to which the Holder shall be entitled upon conversion of the if applicable portion of this Note have been credited on the books of The Depository Trust Company to the brokerage account(s) designated by the Holder; (B) if the Company elects for any Stub Period Interest to, number of Shares of Series B-1 Convertible Preferred Stock delivered to the Corporation but excluding, the Conversion Date, to be paid in cash, the cash amount in immediately available funds of such Stub Period Interest in full; and if applicable; and (C) a note in the form of this Note, representing the portion of the principal amount of this Note not elected to be converted pursuant to the written election, in which each case this Note shall be cancelled and in book-entry form on the Company shall record Corporation's share ledger or by mailing certificates evidencing the outstanding principal amount equal shares to the unconverted portion of this Note on address specified for such Holder in the register maintained for registration or transfer books and records of the 2027 Convertible Notes Corporation (without payment of any service charge or at such other address as may be provided to the Corporation in writing by the such Holder). All Conversion Securities shares of capital stock issued hereunder by the Company Corporation shall be duly and validly issued, fully paid and non-assessable, free and clear of all Taxestaxes, liens, charges and encumbrances with respect to the issuance thereof.

Procedures for Holder Conversion. In order to effectuate a conversion of all or a portion Shares of this Note Series A Preferred Stock pursuant to Section 7.18.1, the Holder a holder shall (i) submit a written election to the Company that the Holder such holder elects to convert this Note Shares specifying (x) the portion number of the Principal Amount of this Note and the corresponding Accrued Interest Shares elected to be converted, (y) whether this Note shall be converted into Class A Ordinary Shares or ADSs and (z) any other information that the Holder reasonably believes to be necessary or appropriate for such conversion and (ii) deliversurrender, along with such written election, to the Company the certificate or certificates, if any, representing the Shares being converted, duly assigned or endorsed for transfer to the Company (or the Depositary or the Company’s registered office provider as specified accompanied by the Companyduly executed stock powers relating thereto) this Note being converted or, in the event such Note is certificate or certificates are lost, stolen or missing, accompanied by an affidavit of loss executed by the Holder, as well as deliver any other documents or information reasonably and customarily requested by the Depositary or the Company’s registered office provider in the manner and to the place reasonably required by such Depositary or registered office provider to be delivered (all items under this sub-clause (ii), collectively, the “Conversion Documents”). The Holder shall have the right to elect to receive Class A Ordinary Shares or ADSs in the event of a conversion pursuant to Section 7.1holder. The conversion of this Note such Shares hereunder shall be deemed effective as of the date of submission of such written election and surrender of such Series A Preferred Stock certificate or certificates, if any, or delivery of the Conversion Documents; providedsuch affidavit of loss, however, that in connection with a Reorganization Event whereby this Note is to be converted in accordance with Section 7.6(c), a conversion notice may be conditional on the completion of such Reorganization Eventif applicable. Upon the receipt by the Company of a written election and the delivery surrender of the Conversion Documentssuch certificate(s) and accompanying materials (if any), the Company shall deliver, as promptly as practicable (but in any event within five ten (510) Business Days days thereafter) deliver to the relevant holder (A) the number of shares of Common Stock (including, subject to Section 8.3(c), to the Holder (A)(iany fractional share) if the Holder elects to convert this Note (or portion thereof) into Class A Ordinary Shares, (1) a certified copy of the Company’s register of members or an excerpt thereof reflecting the Holder’s ownership of such Class A Ordinary Shares to which the Holder shall be entitled upon conversion of this Note, and (2) a share certificate representing such Class A Ordinary Shares registered in the name of the Holder to which the Holder holder shall be entitled upon conversion of the applicable portion of this Note Shares as calculated pursuant to Section 7.18.1 and, and (ii) if the Holder elects to convert this Note (or portion thereof) into ADSs, (1) a certified copy of the Company’s register of members or an excerpt thereof reflecting the Depositary’s ownership of the underlying Class A Ordinary Shares represented by the ADSs into which this Note is converted, and (2) evidence to the reasonable satisfaction of the Holder that the ADSs to which the Holder shall be entitled upon conversion of the applicable portion of this Note have been credited on the books of The Depository Trust Company to the brokerage account(s) designated by the Holder; (B) if the number of Shares of Series A Preferred Stock delivered to the Company elects for any Stub Period Interest to, conversion but excluding, the Conversion Date, to be paid in cash, the cash amount in immediately available funds of such Stub Period Interest in full; and if applicable; and (C) a note in the form of this Note, representing the portion of the principal amount of this Note otherwise not elected to be converted pursuant to the written election, in which each case this Note shall be cancelled and the Company shall record the outstanding principal amount equal to the unconverted portion of this Note in book-entry form on the register maintained for registration or transfer of the 2027 Convertible Notes (without payment of any service charge by the Holder)Company’s share ledger. All Conversion Securities shares of capital stock issued hereunder by the Company shall be duly and validly issued, fully paid and non-assessable, free and clear of all Taxes, liens, charges and encumbrances with respect to the issuance thereof.

Procedures for Holder Conversion. In order to effectuate a conversion of all or a portion Shares of this Note Series B Convertible Preferred Stock pursuant to Section 7.1, the a Holder shall (i) submit a written election to the Company Corporation that the such Holder elects to convert this Note Shares specifying (x) the portion number of the Principal Amount of this Note and the corresponding Accrued Interest Shares elected to be converted, (y) whether this Note shall be converted into Class A Ordinary Shares or ADSs and (z) any other information that the Holder reasonably believes to be necessary or appropriate for such conversion and (ii) deliversurrender to the Corporation, along with such written election, the certificate or certificates, if any, representing the Shares being converted, duly assigned or endorsed for transfer to the Company Corporation (or the Depositary or the Company’s registered office provider as specified accompanied by the Companyduly executed stock powers relating thereto) this Note being converted or, in the event such Note is certificate or certificates are lost, stolen or missingdestroyed, accompanied by an affidavit of loss executed by the HolderHolder and a bond or other indemnity in an amount sufficient to protect the Corporation against any loss arising from the alleged loss, as well as deliver any other documents theft or information reasonably and customarily requested by the Depositary or the Company’s registered office provider in the manner and to the place reasonably required by such Depositary or registered office provider to be delivered (all items under this sub-clause (ii), collectively, the “Conversion Documents”). The Holder shall have the right to elect to receive Class A Ordinary Shares or ADSs in the event of a conversion pursuant to Section 7.1destruction. The conversion of this Note such Shares hereunder shall be deemed effective as of the date of submission of such written election and surrender of such Series B Convertible Preferred Stock certificate or certificates, if any, or delivery of the Conversion Documents; providedsuch affidavit of loss and bond or indemnity, however, that in connection with a Reorganization Event whereby this Note is to be converted in accordance with Section 7.6(c), a conversion notice may be conditional on the completion of such Reorganization Eventif applicable. Upon the receipt by the Company Corporation of a written election and the delivery surrender of the Conversion Documentssuch certificate(s) and accompanying materials (if any), the Company Corporation shall deliver, as promptly as practicable (but in any event within five (5) Business Days days thereafter), ) deliver to the relevant Holder (A)(iA) if the Holder elects to convert this Note (or portion thereof) into Class A Ordinary Shares, (1) a certified copy number of the Company’s register shares of members or an excerpt thereof reflecting the Holder’s ownership of such Class A Ordinary Shares Common Stock to which the Holder shall be entitled upon conversion of this Note, and (2) a share certificate representing such Class A Ordinary Shares registered in the name of the Holder to which the Holder shall be entitled upon conversion of the applicable portion of this Note Shares as calculated pursuant to Section 7.1, and 7.1 (ii) if including by certificates evidencing such shares of Common Stock to the Holder elects to convert this Note (or portion thereofat its address as set forth in the written election) into ADSsand, (1) a certified copy of the Company’s register of members or an excerpt thereof reflecting the Depositary’s ownership of the underlying Class A Ordinary Shares represented by the ADSs into which this Note is converted, and (2) evidence to the reasonable satisfaction of the Holder that the ADSs to which the Holder shall be entitled upon conversion of the if applicable portion of this Note have been credited on the books of The Depository Trust Company to the brokerage account(s) designated by the Holder; (B) if the Company elects for any Stub Period Interest to, number of Shares of Series B Convertible Preferred Stock delivered to the Corporation but excluding, the Conversion Date, to be paid in cash, the cash amount in immediately available funds of such Stub Period Interest in full; and if applicable; and (C) a note in the form of this Note, representing the portion of the principal amount of this Note not elected to be converted pursuant to the written election, in which each case this Note shall be cancelled and in book-entry form on the Company shall record Corporation’s share ledger or by mailing certificates evidencing the outstanding principal amount equal shares to the unconverted portion of this Note on address specified for such Holder in the register maintained for registration or transfer books and records of the 2027 Convertible Notes Corporation (without payment of any service charge or at such other address as may be provided to the Corporation in writing by the such Holder). All Conversion Securities shares of capital stock issued hereunder by the Company Corporation shall be duly and validly issued, fully paid and non-assessable, free and clear of all Taxestaxes, liens, charges and encumbrances with respect to the issuance thereof.

Procedures for Holder Conversion. In order to effectuate a conversion of all or a portion of this Note Series A Preferred Shares pursuant to Section 7.1, the Holder a holder shall (i) submit a written election to the Company that the Holder such holder elects to convert this Note Series A Preferred Shares specifying (x) the portion number of the Principal Amount of this Note and the corresponding Accrued Interest Series A Preferred Shares elected to be converted, (y) whether this Note the Series A Preferred Shares shall be converted into Class A Ordinary Shares or ADSs and (z) any other information that the Holder such holder reasonably believes to be necessary or appropriate for such conversion and (ii) deliver, along with such written election, to the Company (or the Depositary or the Company’s registered office provider as specified by the Company) this Note the original certificate or certificates, if any, representing the Series A Preferred Shares being converted or, in the event such Note is certificate or certificates are lost, stolen or missing, accompanied by an affidavit of loss executed by the Holdersuch holder, as well as deliver any other documents or information reasonably and customarily requested by the Depositary or the Company’s registered office provider in the manner and to the place reasonably required by such Depositary or registered office provider to be delivered (all items under this sub-clause (ii), collectively, the “Conversion Documents”). The Holder Each holder shall have the right to elect to receive Class A Ordinary Shares or ADSs in the event of a conversion pursuant to Section 7.1. The conversion of this Note such Series A Preferred Shares hereunder shall be deemed effective as of the date of submission of such written election and delivery of the Conversion Documents, and upon effectiveness of such conversion, the Series A Preferred Shares so fully converted shall be re-classified as Class A Ordinary Shares; provided, however, that in connection with a Reorganization Event whereby this Note is the Series A Preferred Shares are to be converted in accordance with Section 7.6(c), a conversion notice may be conditional on the completion of such Reorganization Event. For the avoidance doubt, the conversion of any Series A Preferred Shares into Class A Ordinary Shares or ADSs is a re-classification of shares and does not involve the redemption of the corresponding Series A Preferred Shares or the issuance of new shares. Upon the receipt by the Company of a written election and the delivery of the Conversion Documents, the Company shall deliver, as promptly as practicable (but in any event within five (5) Business Days thereafter), to the Holder relevant holder (A)(i) if the Holder such holder elects to convert this Note (or portion thereof) the Series A Preferred Shares into Class A Ordinary Shares, (1) a certified copy of the Company’s register of members or an excerpt thereof reflecting the Holdersuch holder’s ownership of such Class A Ordinary Shares to which the Holder such holder shall be entitled upon conversion of this Notethe applicable Series A Preferred Shares, and (2) a share certificate representing such Class A Ordinary Shares registered in the name of the Holder such holder to which the Holder such holder shall be entitled upon conversion of the applicable portion of this Note Series A Preferred Shares as calculated pursuant to Section 7.1, and (ii) if the Holder such holder elects to convert this Note (or portion thereof) the Series A Preferred Shares into ADSs, (1) a certified copy of the Company’s register of members or an excerpt thereof reflecting the Depositary’s ownership of the underlying Class A Ordinary Shares represented by the ADSs into which this Note is applicable Series A Preferred Shares are converted, and (2) evidence to the reasonable satisfaction of the Holder such holder that the ADSs to which the Holder such holder shall be entitled upon conversion of the applicable portion of this Note have Series A Preferred Shares has been credited on the books of The Depository Trust Company to the brokerage account(s) designated by the Holdersuch holder; (B) if the Company elects for any Stub Period Interest accumulated and accrued dividends from the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date, to be paid in cash, the cash amount in immediately available funds of such Stub Period Interest in fullaccumulated and accrued dividends; and if applicable; , (C)(i) a share certificate representing the number of Series A Preferred Shares delivered to the Company for conversion but otherwise not elected to be converted pursuant to the written election and (Cii) a note in the form of this Note, representing the portion certified copy of the principal amount Company’s register of this Note members or an excerpt thereof reflecting such holder’s ownership of such Series A Preferred Shares delivered to the Company for conversion but otherwise not elected to be converted pursuant to the written election, in which case this Note shall be cancelled and the Company shall record the outstanding principal amount equal to the unconverted portion of this Note on the register maintained for registration or transfer of the 2027 Convertible Notes (without payment of any service charge by the Holder). All Conversion Securities issued hereunder by the Company shall be duly and validly issued, fully paid and non-assessable, free and clear of all Taxes, liens, charges and encumbrances with respect to the issuance thereof.

Procedures for Holder Conversion. In order to effectuate a conversion of all or a portion Shares of this Note Series A Preferred Stock pursuant to Section 7.18.01, the Holder a holder shall (i) submit a written election to the Company that the Holder such holder elects to convert this Note specifying (x) Shares, the portion number of the Principal Amount of this Note and the corresponding Accrued Interest Shares elected to be converted, (y) converted and whether this Note or not such conversion shall be converted into Class A Ordinary Shares or ADSs and conditioned upon a Change of Control (z) any other information that the Holder reasonably believes to be necessary or appropriate for such conversion a “Conditional Conversion”), and (ii) deliversurrender, along with such written election, to the Company the certificate or certificates representing the Shares being converted, duly assigned or endorsed for transfer to the Company (or the Depositary or the Company’s registered office provider as specified accompanied by the Companyduly executed stock powers relating thereto) this Note being converted or, in the event such Note is the certificate or certificates are lost, stolen or missing, accompanied by an affidavit of loss executed by the Holder, as well as deliver any other documents or information reasonably and customarily requested by the Depositary or the Company’s registered office provider in the manner and to the place reasonably required by such Depositary or registered office provider to be delivered (all items under this sub-clause (ii), collectively, the “Conversion Documents”). The Holder shall have the right to elect to receive Class A Ordinary Shares or ADSs in the event of a conversion pursuant to Section 7.1holder. The conversion of this Note such Shares hereunder (other than a Conditional Conversion) shall be deemed effective as of the date of submission surrender of such written election and Series A Preferred Stock certificate or certificates or delivery of the Conversion Documents; provided, however, that in connection with a Reorganization Event whereby this Note is to be converted in accordance with Section 7.6(c), a conversion notice may be conditional on the completion such affidavit of such Reorganization Eventloss. Upon the receipt by the Company of a written election of conversion of Shares (other than a Conditional Conversion) and the delivery surrender of the Conversion Documentssuch certificate(s) and accompanying materials, the Company shall deliver, as promptly as practicable (but in any event within five ten (510) Business Days days thereafter), ) deliver to the Holder relevant holder (A)(ii) if the Holder elects to convert this Note a certificate in such holder’s name (or portion thereof) into Class A Ordinary Shares, (1) a certified copy of the Company’s register of members or an excerpt thereof reflecting the Holder’s ownership of such Class A Ordinary Shares to which the Holder shall be entitled upon conversion of this Note, and (2) a share certificate representing such Class A Ordinary Shares registered in the name of such holder’s designee as stated in the Holder written election) for the number of shares of Common Stock to which the Holder such holder shall be entitled upon conversion of the applicable portion of this Note Shares as calculated pursuant to Section 7.18.01 and, and if applicable, (ii) if the Holder elects to convert this Note a certificate in such holder’s (or portion thereofthe name of such holder’s designee as stated in the written election) into ADSs, (1) a certified copy for the number of the Company’s register Shares of members or an excerpt thereof reflecting the Depositary’s ownership of the underlying Class Series A Ordinary Shares Preferred Stock represented by the ADSs into which this Note is converted, and (2) evidence certificate or certificates delivered to the reasonable satisfaction of the Holder that the ADSs to which the Holder shall be entitled upon Company for conversion of the applicable portion of this Note have been credited on the books of The Depository Trust Company to the brokerage account(s) designated by the Holder; (B) if the Company elects for any Stub Period Interest to, but excluding, the Conversion Date, to be paid in cash, the cash amount in immediately available funds of such Stub Period Interest in full; and if applicable; and (C) a note in the form of this Note, representing the portion of the principal amount of this Note otherwise not elected to be converted pursuant to the written election, election and (c) cash in which case this Note shall be cancelled and the Company shall record the outstanding principal an amount equal to the unconverted portion of this Note all accrued and accumulated and unpaid dividends on the register maintained for registration or transfer Shares of the 2027 Convertible Notes (without payment of any service charge by the Holder). All Conversion Securities issued hereunder by the Company shall Series A Preferred Stock to be duly and validly issued, fully paid and non-assessable, free and clear of all Taxes, liens, charges and encumbrances with respect to the issuance thereofconverted.

Procedures for Holder Conversion. In order to effectuate a conversion of all or a portion Shares of this Note Series B Convertible Preferred Stock pursuant to Section 7.18.1, the a Holder shall (i) submit a written election to the Company Corporation that the such Holder elects to convert this Note Shares specifying (x) the portion number of the Principal Amount of this Note and the corresponding Accrued Interest Shares elected to be converted, (y) whether this Note shall be converted into Class A Ordinary Shares or ADSs and (z) any other information that the Holder reasonably believes to be necessary or appropriate for such conversion and (ii) deliversurrender, along with such written election, to the Company Corporation the certificate or certificates, if any, representing the Shares being converted, duly assigned or endorsed for transfer to the Corporation (or the Depositary or the Company’s registered office provider as specified accompanied by the Companyduly executed stock powers relating thereto) this Note being converted or, in the event such Note is certificate or certificates are lost, stolen or missing, accompanied by an affidavit of loss executed by the Holder, as well as deliver any other documents or information reasonably and customarily requested by the Depositary or the Company’s registered office provider in the manner and to the place reasonably required by such Depositary or registered office provider to be delivered (all items under this sub-clause (ii), collectively, the “Conversion Documents”). The Holder shall have the right to elect to receive Class A Ordinary Shares or ADSs in the event of a conversion pursuant to Section 7.1. The conversion of this Note such Shares hereunder shall be deemed effective as of the date of submission of such written election and surrender of such Series B Convertible Preferred Stock certificate or certificates, if any, or delivery of the Conversion Documents; providedsuch affidavit of loss, however, that in connection with a Reorganization Event whereby this Note is to be converted in accordance with Section 7.6(c), a conversion notice may be conditional on the completion of such Reorganization Eventif applicable. Upon the receipt by the Company Corporation of a written election and the delivery surrender of the Conversion Documentssuch certificate(s) and accompanying materials (if any), the Company Corporation shall deliver, as promptly as practicable (but in any event within five (5days thereafter) Business Days thereafter), deliver to the relevant Holder (A)(iA) if the Holder elects to convert this Note (or portion thereof) into Class A Ordinary Shares, (1) a certified copy number of the Company’s register shares of members or an excerpt thereof reflecting the Holder’s ownership of such Class A Ordinary Shares Common Stock to which the Holder shall be entitled upon conversion of this Note, and (2) a share certificate representing such Class A Ordinary Shares registered in the name of the Holder to which the Holder shall be entitled upon conversion of the applicable portion of this Note Shares as calculated pursuant to Section 7.1, and 8.1 (ii) if including by certificates evidencing such shares of Common Stock to the Holder elects to convert this Note (or portion thereofat its address as set forth in the written election) into ADSsand, (1) a certified copy of the Company’s register of members or an excerpt thereof reflecting the Depositary’s ownership of the underlying Class A Ordinary Shares represented by the ADSs into which this Note is converted, and (2) evidence to the reasonable satisfaction of the Holder that the ADSs to which the Holder shall be entitled upon conversion of the if applicable portion of this Note have been credited on the books of The Depository Trust Company to the brokerage account(s) designated by the Holder; (B) if the Company elects for any Stub Period Interest to, number of Shares of Series B Convertible Preferred Stock delivered to the Corporation but excluding, the Conversion Date, to be paid in cash, the cash amount in immediately available funds of such Stub Period Interest in full; and if applicable; and (C) a note in the form of this Note, representing the portion of the principal amount of this Note not elected to be converted pursuant to the written election, in which each case this Note shall be cancelled and in book-entry form on the Company shall record Corporation's share ledger or by mailing certificates evidencing the outstanding principal amount equal shares to the unconverted portion of this Note on address specified for such Holder in the register maintained for registration or transfer books and records of the 2027 Convertible Notes Corporation (without payment of any service charge or at such other address as may be provided to the Corporation in writing by the such Holder). All Conversion Securities shares of capital stock issued hereunder by the Company Corporation shall be duly and validly issued, fully paid and non-assessable, free and clear of all Taxestaxes, liens, charges and encumbrances with respect to the issuance thereof.

Procedures for Holder Conversion. In order to effectuate a conversion of all or a portion Shares of this Note Series B Preferred Stock pursuant to Section 7.18.1(a), the Holder a holder shall (ia) submit a written election to the Company Corporation that the Holder such holder elects to convert this Note specifying (x) Shares, the portion number of the Principal Amount of this Note and the corresponding Accrued Interest Shares elected to be converted, (y) whether this Note shall be converted into Class A Ordinary Shares or ADSs and (zb) any other information that the Holder reasonably believes to be necessary or appropriate for such conversion and (ii) deliversurrender, along with such written election, to the Company Corporation the certificate or certificates representing the Shares being converted, duly assigned or endorsed for transfer to the Corporation (or the Depositary or the Company’s registered office provider as specified accompanied by the Companyduly executed stock powers relating thereto) this Note being converted or, in the event such Note is the certificate or certificates are lost, stolen stolen, or missing, accompanied by an affidavit of loss executed by the Holder, as well as deliver any other documents or information reasonably and customarily requested by the Depositary or the Company’s registered office provider in the manner and to the place reasonably required by such Depositary or registered office provider to be delivered (all items under this sub-clause (ii), collectively, the “Conversion Documents”). The Holder shall have the right to elect to receive Class A Ordinary Shares or ADSs in the event of a conversion pursuant to Section 7.1holder. The conversion of this Note such Shares hereunder shall be deemed effective as of the date of submission surrender of such written election and Series B Preferred Stock certificate or certificates or delivery of the Conversion Documents; provided, however, that in connection with a Reorganization Event whereby this Note is to be converted in accordance with Section 7.6(c), a conversion notice may be conditional on the completion such affidavit of such Reorganization Eventloss. Upon the receipt by the Company Corporation of a written election and the delivery surrender of the Conversion Documentssuch certificate(s) and accompanying materials, the Company Corporation shall deliver, as promptly as practicable (but in any event within five [ten (510) Business Days days] thereafter), ) deliver to the Holder relevant holder (A)(ia) if the Holder elects to convert this Note a certificate in such holder’s name (or portion thereof) into Class A Ordinary Shares, (1) a certified copy of the Company’s register of members or an excerpt thereof reflecting the Holder’s ownership of such Class A Ordinary Shares to which the Holder shall be entitled upon conversion of this Note, and (2) a share certificate representing such Class A Ordinary Shares registered in the name of such xxxxxx’s designee as stated in the Holder written election) for the number of shares of Common Stock (including any fractional share) to which the Holder such holder shall be entitled upon conversion of the applicable portion of this Note Shares as calculated pursuant to Section 7.18.1(a) and, and if applicable (iib) if the Holder elects to convert this Note a certificate in such holder’s (or portion thereofthe name of such holder’s designee as stated in the written election) into ADSs, for the number of Shares of Series B Preferred Stock (1including any fractional share) a certified copy of the Company’s register of members or an excerpt thereof reflecting the Depositary’s ownership of the underlying Class A Ordinary Shares represented by the ADSs into which this Note is converted, and (2) evidence certificate or certificates delivered to the reasonable satisfaction of the Holder that the ADSs to which the Holder shall be entitled upon Corporation for conversion of the applicable portion of this Note have been credited on the books of The Depository Trust Company to the brokerage account(s) designated by the Holder; (B) if the Company elects for any Stub Period Interest to, but excluding, the Conversion Date, to be paid in cash, the cash amount in immediately available funds of such Stub Period Interest in full; and if applicable; and (C) a note in the form of this Note, representing the portion of the principal amount of this Note otherwise not elected to be converted pursuant to the written election, in which case this Note shall be cancelled and the Company shall record the outstanding principal amount equal to the unconverted portion of this Note on the register maintained for registration or transfer of the 2027 Convertible Notes (without payment of any service charge by the Holder). All Conversion Securities shares of capital stock issued hereunder by the Company Corporation shall be duly and validly issued, fully paid paid, and non-assessablenonassessable, free and clear of all Taxestaxes, liens, charges charges, and encumbrances with respect to the issuance thereof.

Procedures for Holder Conversion. In order to effectuate a conversion of all or a portion Shares of this Note Series A Preferred Stock pursuant to Section 7.18.1, the Holder a holder shall (ia) submit a written election to the Company Corporation that the Holder such holder elects to convert this Note specifying (x) the portion of the Principal Amount of this Note Shares, and the corresponding Accrued Interest number of Shares elected to be converted, converted (ya “Conversion Notice”) whether this Note shall be converted into Class A Ordinary Shares or ADSs and (zb) any other information that if the Holder reasonably believes to be necessary or appropriate for such conversion and (ii) deliverShares are certificated, surrender, along with such written election, to the Company Corporation the certificate or certificates representing the Shares being converted, duly assigned or endorsed for transfer to the Corporation (or the Depositary or the Company’s registered office provider as specified accompanied by the Companyduly executed stock powers relating thereto) this Note being converted or, in the event such Note is the certificate or certificates are lost, stolen or missing, accompanied by an affidavit of loss executed by the Holderholder and an 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, in each case, as well soon as deliver any other documents or information reasonably and customarily requested by practicable following the Depositary or the Company’s registered office provider in the manner and delivery of such Conversion Notice to the place reasonably required by such Depositary or registered office provider to be delivered (all items under this sub-clause (ii), collectively, the “Conversion Documents”). The Holder shall have the right to elect to receive Class A Ordinary Shares or ADSs in the event of a conversion pursuant to Section 7.1Corporation. The conversion of this Note such Shares hereunder shall be deemed effective as of the date of submission surrender of such written election and Series A Preferred Stock certificate or certificates or delivery of such affidavit of loss or cancellation of the Conversion Documents; provided, however, that in connection with a Reorganization Event whereby this Note is to be converted in accordance with Section 7.6(c), a conversion notice may be conditional Shares on the completion books and records of such Reorganization Eventthe registrar for the Shares if the Shares are not certificated. Upon the receipt by the Company Corporation of a written election and the delivery of the Conversion Documentsand, if applicable, the Company surrender of such certificate(s) and accompanying materials, the Corporation shall deliver, as promptly as practicable (but in any event within five ten (510) Business Days days thereafter), ) deliver to the Holder relevant holder (A)(ia) if the Holder elects to convert this Note a certificate in such holder’s name (or portion thereof) into Class A Ordinary Shares, (1) a certified copy of the Company’s register of members or an excerpt thereof reflecting the Holder’s ownership of such Class A Ordinary Shares to which the Holder shall be entitled upon conversion of this Note, and (2) a share certificate representing such Class A Ordinary Shares registered in the name of such holder’s designee as stated in the Holder written election) for the number of shares of Common Stock (including any fractional share) to which the Holder such holder shall be entitled upon conversion of the applicable portion of this Note Shares as calculated pursuant to Section 7.18.1 and, and if applicable (iib) if the Holder elects to convert this Note a certificate in such holder’s (or portion thereofthe name of such holder’s designee as stated in the written election) into ADSs, for the number of Shares of Series A Preferred Stock (1including any fractional share) a certified copy of the Company’s register of members or an excerpt thereof reflecting the Depositary’s ownership of the underlying Class A Ordinary Shares represented by the ADSs into which this Note is converted, and (2) evidence certificate or certificates delivered to the reasonable satisfaction of the Holder that the ADSs to which the Holder shall be entitled upon Corporation for conversion of the applicable portion of this Note have been credited on the books of The Depository Trust Company to the brokerage account(s) designated by the Holder; (B) if the Company elects for any Stub Period Interest to, but excluding, the Conversion Date, to be paid in cash, the cash amount in immediately available funds of such Stub Period Interest in full; and if applicable; and (C) a note in the form of this Note, representing the portion of the principal amount of this Note otherwise not elected to be converted pursuant to the written election, in which case this Note shall be cancelled and the Company shall record the outstanding principal amount equal to the unconverted portion of this Note on the register maintained for registration or transfer of the 2027 Convertible Notes (without payment of any service charge by the Holder). All Conversion Securities shares of capital stock issued hereunder by the Company Corporation shall be duly and validly issued, fully paid and non-assessablenonassessable, free and clear of all Taxestaxes, liens, charges and encumbrances with respect to the issuance thereof.