Common use of Procedures for Mandatory Conversion Clause in Contracts

Procedures for Mandatory Conversion. In order to effectuate a conversion of this Note pursuant to Section 7.2, the Company shall submit a written election (the “Mandatory Conversion Notice”) to the Holder, as soon as practicable (but in any event within ten (10) Business Days) after the occurrence of the Mandatory Conversion Trigger Event (such period, the “Mandatory Conversion Notification Period”), that the Company intends to convert all but not less than all of the Principal Amount and Accrued Interest and Stub Period Interest (if applicable) of this Note and specifying that the Holder shall deliver, in accordance with such written election, to the Company (or the Depositary or the Company’s registered office provider if so required by the Company) the Conversion Documents. For the avoidance of doubt, if the Company does not submit a Mandatory Conversion Notice to the Holder pursuant to Section 7.2 within the Mandatory Conversion Notification Period, the Company shall not effect such conversion without again the occurrence of the Mandatory Conversion Trigger Event and the submission by the Company of a Mandatory Conversion Notice in such manner and by such time provided in this Section 7.3(b). The Holder shall have the right to elect to (i) convert this Note into Class A Ordinary Shares or ADSs in the event of conversion pursuant to Section 7.2 and (ii) receive any Stub Period Interest pursuant to this Section 7.3(b). The conversion of this Note hereunder shall be deemed effective on the fifth (5th) Business Day immediately following the date on which the Mandatory Conversion Notice is received by the Holder (such date, the “Mandatory Conversion Date”). Upon effectiveness of such conversion, the Company shall deliver, as promptly as practicable (but in any event within five (5) Business Days) after the later to occur of (x) the receipt by the Company of the Holder’s written election of whether this Note shall be converted into Class A Ordinary Shares or ADSs and (y) the delivery of the Conversion Documents, to the Holder (A) if the Holder elects to convert this Note 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 evidencing the Holder’s ownership of such Class A Ordinary Shares to which the Holder shall be entitled upon conversion of this Note as calculated pursuant to Section 7.2, and (B) if the Holder elects to convert this Note 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 this Note has been credited on the books of The Depository Trust Company to the brokerage account designated by the Holder (the date of such deliveries in either (A) or (B), the “Conversion Securities Delivery Date”) and (C) 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 accumulated and accrued interest in full. 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 Mandatory Conversion. In order to effectuate a conversion of this Note Series A-1 Preferred Shares pursuant to Section 7.2, the Company shall submit a written election (the “Mandatory Conversion Notice”) to the Holdereach holder, as soon as practicable (but in any event within ten (10) Business Days) after the occurrence of the Mandatory Conversion Trigger Event (such period, the “Mandatory Conversion Notification Period”), that the Company intends to convert all but not less than all of the Principal Amount issued and Accrued Interest and Stub Period Interest (if applicable) of this Note outstanding Series A-1 Preferred Shares and specifying that the Holder each holder shall deliver, in accordance with such written election, to the Company (or the Depositary or the Company’s registered office provider if so required by the Company) the Conversion Documents. For the avoidance of doubt, if the Company does not submit a Mandatory Conversion Notice to the Holder holders of Series A-1 Preferred Shares pursuant to Section 7.2 within the Mandatory Conversion Notification Period, the Company shall not effect such conversion without again the occurrence of the Mandatory Conversion Trigger Event and the submission by the Company of a Mandatory Conversion Notice in such manner and by such time provided in this Section 7.3(b). The Holder Each holder shall have the right to elect to (i) convert this Note the Series A-1 Preferred Shares into Class A Ordinary Shares or ADSs in the event of conversion pursuant to Section 7.2 and (ii) receive any Stub Period Interest accumulated and accrued dividends on the Series A-1 Preferred Shares pursuant to this Section 7.3(b)7.2. The conversion of this Note such Series A-1 Preferred Shares hereunder shall be deemed effective on the fifth (5th) Business Day immediately following the date on which the Mandatory Conversion Notice is received by the Holder holder (such date, the “Mandatory Conversion Date”). Upon effectiveness of such conversion, the Series A-1 Preferred Shares so converted shall be re-classified as Class A Ordinary Shares and the Company shall deliver, as promptly as practicable (but in any event within five (5) Business Days) after the later to occur of (x) the receipt by the Company of the Holdera holder’s written election of whether this Note the Series A-1 Preferred Shares shall be converted into Class A Ordinary Shares or ADSs and (y) the delivery of the Conversion Documents, to the Holder relevant holder (A) if the Holder such holder elects to convert this Note 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 evidencing the Holdersuch holder’s ownership of such Class A Ordinary Shares to which the Holder such holder shall be entitled upon conversion of this Note the applicable Series A-1 Preferred Shares as calculated pursuant to Section 7.2, and (B) if the Holder such holder elects to convert this Note 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 this Note the applicable Series A-1 Preferred Shares has been credited on the books of The Depository Trust Company to the brokerage account designated by the Holder such holder (the date of such deliveries in either (A) or (B), the “Conversion Securities Delivery Date”) and (C) if ). For the Company elects for any Stub Period Interest to, but excludingavoidance doubt, the Conversion Date, to be paid in cash, 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 cash amount in immediately available funds redemption of such accumulated and accrued interest in fullthe corresponding Series A-1 Preferred Shares or the issuance of new shares. 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 Mandatory Conversion. In order to effectuate a conversion of this Note Series A Preferred Shares pursuant to Section 7.2, the Company shall submit a written election (the “Mandatory Conversion Notice”) to the Holdereach holder, as soon as practicable (but in any event within ten (10) Business Days) after the later of (1) the occurrence of the Mandatory Conversion Trigger Event and (2) the first Dividend Payment Date (such period, the “Mandatory Conversion Notification Period”)), that the Company intends to convert all but not less than all of the Principal Amount issued and Accrued Interest and Stub Period Interest (if applicable) of this Note outstanding Series A Preferred Shares and specifying that the Holder each holder shall deliver, in accordance with such written election, to the Company (or the Depositary or the Company’s registered office provider if so required by the Company) the Conversion Documents. For the avoidance of doubt, if the Company does not submit a Mandatory Conversion Notice to the Holder holders of Series A Preferred Shares pursuant to Section 7.2 within the Mandatory Conversion Notification Period, the Company shall not effect such conversion without again the occurrence of the Mandatory Conversion Trigger Event and the submission by the Company of a Mandatory Conversion Notice in such manner and by such time provided in this Section 7.3(b). The Holder Each holder shall have the right to elect to (i) convert this Note the Series A Preferred Shares into Class A Ordinary Shares or ADSs in the event of conversion pursuant to Section 7.2 and (ii) receive any Stub Period Interest accumulated and accrued dividends on the Series A Preferred Shares pursuant to this Section 7.3(b)7.2. The conversion of this Note such Series A Preferred Shares hereunder shall be deemed effective on the fifth (5th) Business Day immediately following the date on which the Mandatory Conversion Notice is received by the Holder holder (such date, the “Mandatory Conversion Date”). Upon effectiveness of such conversion, the Series A Preferred Shares so converted shall be re-classified as Class A Ordinary Shares and the Company shall deliver, as promptly as practicable (but in any event within five (5) Business Days) after the later to occur of (x) the receipt by the Company of the Holdera holder’s written election of whether this Note the Series A Preferred Shares shall be converted into Class A Ordinary Shares or ADSs and (y) the delivery of the Conversion Documents, to the Holder relevant holder (A) if the Holder such holder elects to convert this Note 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 evidencing the Holdersuch holder’s ownership of such Class A Ordinary Shares to which the Holder such holder shall be entitled upon conversion of this Note the applicable Series A Preferred Shares as calculated pursuant to Section 7.2, and (B) if the Holder such holder elects to convert this Note 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 this Note the applicable Series A Preferred Shares has been credited on the books of The Depository Trust Company to the brokerage account designated by such holder. For the Holder (the date of such deliveries in either (A) or (B)avoidance doubt, the “Conversion Securities Delivery Date”) conversion of any Series A Preferred Shares into Class A Ordinary Shares or ADSs is a re-classification of shares and (C) if does not involve the Company elects for any Stub Period Interest to, but excluding, redemption of the Conversion Date, to be paid in cash, corresponding Series A Preferred Shares or the cash amount in immediately available funds issuance of such accumulated and accrued interest in fullnew shares. 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.