Class A Preferred Stock. Each share of Class A Preferred Stock shall be (1) mandatorily and automatically converted into shares of Common Stock on the date of achievement and consummation of the Qualified Public Offering Threshold2 or (2) convertible at any time at the option of the holder into shares of Common Stock, in each case, at a price of US$0.11 per share of Common Stock per US$1.00 of Liquidation Preference at the time of such conversion (including accumulated and unpaid dividends to the date of such conversion) (the “Class A Conversion Price”). In lieu of delivering fractions of shares of Common Stock, the Company shall have the option to pay a cash adjustment or the nearest whole number of shares of Common Stock in respect of such fractions. Notwithstanding the foregoing, shares of Class A Preferred Stock shall only be mandatorily converted upon notice from the Company to the holders thereof that all outstanding Notes have been (or shall be simultaneously) voluntarily or mandatorily converted into Common Stock. The conversion privileges set forth above shall include anti-dilution protection, including without limitation with respect to dividends paid on the Common Stock, issuances of any equity capital (whether preferred stock or Common Stock) at prices below the Class A Conversion Price (regardless whether such price is above or below the Market Price (as defined below)) as more fully set forth on Schedule 3, until such Class A Preferred Stock is converted to Common Stock but including any equity interest issued by the Company that triggers such conversion, and redemption, repurchase or other acquisition by the Company of Common Stock.
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