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 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. (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) 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) 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. (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-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 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 H▇▇▇▇▇'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. (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 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. (1i) Before any holder The date of Preferred Shares conversion of this Note (the “Conversion Date”), as applicable, shall be entitled the earliest of (A) the Optional Conversion Date if this Note is converted pursuant to convert Section 1(a), (B) the same into Ordinary Shares such holder Mandatory Conversion Date if this Note is converted pursuant to Section 1(c), or (C) the closing date of the Change of Control if this Note is converted pursuant to Section 1(b). On or before the Conversion Date, the Holder shall surrender the certificate or certificates therefor this Note for conversion at the Office and shall give written place designated in any applicable notice or to the Company of if not so designated. In connection with surrendering this Note, the election to convert the same (or any part thereof) and Holder shall deliver a notice which shall state therein the Holder’s name or the names of any nominee for its nominees in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. If required by the Company, the Note surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of surrender, in form satisfactory to the Company, duly executed by the Holder or its attorney duly authorized in writing. 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 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 Preferred Sharesthe Holder, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderits nominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock, to which such holder the Holder shall be entitled, together with cash in lieu of any fraction of a share. In connection with the conversion of this Note, the Holder shall execute and deliver to the Company any documentation reasonably required by the Company. The Company shall not be required to issue or deliver the capital stock into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company any such documentation. (ii) Upon any conversion of this Note, no adjustments to the conversion price shall be made for any declared or accrued but unpaid dividends on the capital stock delivered upon conversion. (iii) Immediately upon the Conversion Date, this Note shall no longer be deemed to be outstanding and all rights of the Holder with respect to this Note shall immediately cease and terminate, except only the right of the Holder to receive the shares of Company capital stock to which it is entitled as aforesaida result of the conversion on the Conversion Date and/or the payment of cash, as applicable. Such conversion Notwithstanding the foregoing, in the event that a Change of Control is not consummated on or about the date set for such closing, this Note shall be deemed to have been made immediately prior continue 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(sremain outstanding. (iv) 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 The Company shall not be obligated required to issue pay any certificate(s) representing tax which may be payable in respect of any transfer involved in the Ordinary Shares issued upon issuance and delivery of shares of Company capital stock in a name other than that of the Holder, and no such conversion, issuance or delivery shall be made unless and until the holder of person or entity requesting such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory issuance has paid to the Company the amount of any such tax or has established, to indemnify the Company from any loss incurred by it in connection with such certificates. (2) A conversion of Preferred Shares pursuant to one satisfaction of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing Company, 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. (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. (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. (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. 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 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 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 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 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 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 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 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 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. (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 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. (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. (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 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 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. (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 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. (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) 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. (1i) Before any In order for a holder of Designated Preferred Shares shall be entitled Stock to convert the same such Designated Preferred Stock into Ordinary Shares New Common Stock, such holder shall surrender the certificate or certificates therefor for such Designated Preferred Stock, at the Office and shall give office of the transfer agent for the Designated 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 shares of the election to convert the same (Designated Preferred Stock represented by such certificate or any part thereof) and certificates. Such notice shall state therein the such holder's name or names of any nominee for in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are New 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 New 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 Designated 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 New 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 Designated Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Designated Preferred Stock, such number of shares of its duly authorized New Common Stock as aforesaid. Such shall from time to time be sufficient to effect the conversion of all outstanding shares of Designated Preferred Stock. (iii) Upon any such conversion, no adjustment to the Series A Conversion Price or Series B Conversion Price shall be made for any declared but unpaid dividends on the Designated Preferred Stock surrendered for conversion or on the New Common Stock delivered upon conversion. (iv) All Designated 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 of such surrender Conversion Date, except only the right of the shares holders thereof to receive New Common Stock in exchange therefor and payment of any dividends declared but unpaid thereon. Any Designated Preferred Shares Stock so converted shall be retired and cancelled and shall not be reissued. (v) The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of New Common Stock upon conversion of Designated Preferred Stock pursuant to this Section 4. The Corporation shall not, however, be converted, or on 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 New Common Stock in a name other than that in which the Designated 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 bas 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 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. 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 Any holder of shares of Series B Preferred Shares Stock, Series C Preferred Stock or Series M Preferred Stock shall be entitled to convert the same into Ordinary Shares such holder shall surrender shares of Common Stock, by surrendering the certificate or certificates therefor therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the Series B Preferred Stock, Series C Preferred Stock or Series M Preferred Stock, as applicable, and shall give by giving 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 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 shares of Series B Preferred SharesStock, Series C Preferred Stock or Series M Preferred Stock, or subject to the transfer restrictions contained in these Articles to the a 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 Preferred Shares Stock, Series C Preferred Stock or Series M 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 an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, other than in a QIPOPublic Offering as set forth in Section C.3.a.(ii) above, the conversion may, at the option of any holder tendering Series B Preferred Shares Stock, Series C Preferred Stock or Series M 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 B Preferred Shares Stock, Series C Preferred Stock or Series M Preferred 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 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. (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. (1i) Before Promptly after the Conversion Date (and in any holder of Preferred Shares event within three (3) Business Days), the Corporation shall be entitled to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice to the Company of the election to convert the same (or any part thereofA) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Class A Shares to which such holder shall is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Dividends on the Convertible Preference Shares that are being converted into Class A Shares; provided, that any accrued and unpaid Dividends not paid to such holder pursuant to the foregoing clause (B) shall, subject to SECTION 5(b), be entitled as aforesaidconverted into a number of duly authorized, validly issued, fully paid and nonassessable Class A Shares equal to the number determined by dividing (x) the aggregate amount of such accrued and unpaid Dividends on the Convertible Preference Shares that are being converted by (y) the then current Conversion Price. Such conversion shall will be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be convertedConversion Date, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares 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 Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any accrued and unpaid Dividends thereon) shall cease and terminate with respect to such date. shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with a QIPOany sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering Preferred Shares any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares 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 Preferred such Convertible Preference Shares shall not be deemed to have converted such Preferred Shares occurred until immediately prior to the closing of such sale of securities. In the event that the certificate(ssale, transfer or other disposition. (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 any certificate(s) representing the Ordinary All Class A 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 the Convertible Preference Shares pursuant to one of will, upon issuance by the events described in Article 9(a)(2) shall Corporation, be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from duly 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 validly issued, fully paid and the right to receive a certificate for such Ordinary Sharesnonassessable.

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. (1i) Before Promptly after the Conversion Date (and in any holder of Preferred Shares event within three (3) Business Days), the Corporation shall be entitled to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice to the Company of the election to convert the same (or any part thereofA) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Class A Shares to which such holder shall be is entitled as aforesaidin exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion shall will be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be convertedConversion Date, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares 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 Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such date. shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with a QIPOany sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering Preferred Shares any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares 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 Preferred such Convertible Preference Shares shall not be deemed to have converted such Preferred Shares occurred until immediately prior to the closing of such sale of securities. In the event that the certificate(ssale, transfer or other disposition. (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 any certificate(s) representing the Ordinary All Class A 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 the Convertible Preference Shares pursuant to one of will, upon issuance by the events described in Article 9(a)(2) shall Corporation, be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from duly 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 validly issued, fully paid and the right to receive a certificate for such Ordinary Sharesnonassessable.

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 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 Holder shall be entitled to ----------------------- convert the same into Ordinary Shares such holder this Note, Holder shall surrender the certificate or certificates therefor this Note, duly endorsed, at the Office and shall give Company's principal corporate office, together with written notice to the Company of the Holder's election to convert the same (or any part thereof) same, and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Series A Preferred Stock are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesHolder, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderHolder, a certificate or certificates for the number of shares of Ordinary Shares Series A Preferred Stock to which such holder Holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Note to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Series A Preferred Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Series A Preferred Stock as of such date. If this Note is converted in part, this Note must be converted for a number of whole shares of Series A Preferred Stock and Holder shall be entitled to receive a new Note covering the remaining principal amount in respect of which this Note has not been converted. Upon such surrender of this Note, the Company will issue a certificate or certificates in the name of Holder for the largest number of whole shares of Series A Preferred Stock to which Holder shall be entitled and, if this Note is converted in whole, in lieu of any fractional share of Series A Preferred Stock to which Holder shall be entitled, cash equal to the remaining amount due hereunder. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act of 1933, the conversion may, at the option of any holder tendering Preferred Shares for conversionHolder, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) person or persons entitled to receive the Ordinary Shares shares of Series A Preferred Stock or Common Stock, as applicable, issuable upon such conversion of the Preferred Shares this Note shall not be deemed to have converted such Preferred Shares this Note until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. (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. No fractional shares of Ordinary Shares shall be issued upon conversion of any Preference Shares. In lieu of any fractional share to which the holder would otherwise be entitled (1) after aggregating all shares into which the applicable series of Preference Shares held by the such holder could be converted), and Company shall pay cash equal in such fraction multiplied by the then fair market value of the Ordinary Shares, as determined by the Board. Before any holder of Preferred the Preference Shares shall be entitled to convert the same into full Ordinary Shares Shares, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company or of any transfer agent for such Preference Shares to be converted, and shall give written notice to the Company of the election at such office that he elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedsame. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred the Preference Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled entitled, together with a check payable to the holder in the amount of any cash amounts payable as aforesaidthe result of a conversion into fractional Ordinary Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Preference Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled case of conversion pursuant to Article 16(e)(i), on the effective date of the offering as provided in Article 16(e)(i) above, and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of on such date. If the ; provided, that if any such conversion is made in connection with any transaction that would, if completed, constitute a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter liquidation of the sale Company for purposes of securities pursuant to such offeringArticle 142 hereof, or in which event connection with any public offering of the person(s) entitled to receive the Ordinary Shares issuable upon Company’s securities, then such conversion of the Preferred Shares shall not may be deemed to have converted such Preferred Shares until immediately prior to made contingent upon, and effective only as of, the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen transaction or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesoffering. (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 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. 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. (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. (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 ▇▇▇▇▇▇'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 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 H▇▇▇▇▇'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 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. 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. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such shares of Common Stock, the holder shall surrender the certificate or certificates therefor certificate(s) therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the Preferred Stock and shall give written notice to this corporation at such office that the Company of the election holder elects to convert the same (or any part thereofexcept that no such written notice of election to convert shall be necessary in the event of an automatic conversion pursuant to Section 4(b) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedhereof). The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates Stock certificate(s) for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified converted (except that in the notice case of an automatic conversion pursuant to Section 4(b)(i) hereof such conversion shall be deemed to have been fulfilled made immediately prior to the closing of the offering referred to in Section 4(b)(i)) or in the case of an automatic conversion pursuant to Section 4(b)(ii) hereof, immediately prior to the close of business on the date of the election referred to in Section 4(b)(ii) and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, an underwritten public offering of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering such Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) any persons entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. (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. (1) Before any The holder of any shares of Preferred Shares shall be entitled to convert Stock may exercise the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice conversion right specified in subsection (a) above by surrendering to the Company Corporation or any transfer agent of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which Corporation the certificate or certificates for shares of Ordinary Shares are the share to be issued. The Company shallconverted, as soon as practicable thereafter unless such accompanied by written notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for specifying the number of shares to be converted. Upon the occurrence of Ordinary Shares the event specified in subsection (b) above, the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to which the Corporation or its transfer agent; provided that the Corporation shall not be obligated to issue to any such holder shall be entitled as aforesaidcertificates evidencing the shares of Common Stock issuable upon such conversion unless certificates evidencing the shares of Preferred Stock are either delivered to the Corporation or any transfer agent of the Corporation. Such conversion Conversion shall be deemed to have been effected on the date when delivery of notice of an election to convert and certificates for shares is made immediately prior to the close of business or on the date of the occurrence of the event specified in subsection (b) above, as the case may be, and such date is referred to herein as the “Conversion Date.” Subject to the provisions of subsection(f)(vii) below, as promptly as practicable thereafter (and after surrender of the certificate or certificates representing shares of Preferred Shares Stock to the Corporation or any transfer agent of the Corporation in the case of conversions pursuant to subsection (b) above), the Corporation shall issue and deliver to or upon the written order of such holder a certificate or check or cash with respect to any fractional interest in a share of Common Stock as provided in subsection (e) below. Subject to the provisions of subsection (f)(vii) below, the person in whose name the certificate or certificates for Common Stock are to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion 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 become a holder of whether record of such Common Stock on the certificates representing such applicable Conversion Date. Upon conversion of only a portion of the number of 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 covered by a certificate representing shares of Preferred Stock surrendered for such Ordinary Sharesconversion (in the case of conversion pursuant to subsection (a) above), the Corporation shall issue and deliver to or upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Preferred Stock representing the unconverted portion of the certificate so surrendered.

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. (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. (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. (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 ▇▇▇▇▇▇'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 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 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. (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) 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. No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. All shares of Common Stock (1including fractions) issuable upon conversion of shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated for the purpose of determining whether the conversion would result in the issuance of any fractional share. If, after aggregation, the conversion would result in the issuance of a fractional share of Common Stock, the Company shall, in lieu of issuing any fractional shares to which the holder would otherwise be entitled, pay a sum of cash equal to the then fair market value of such fractional share as determined in good faith by the Board of Directors of the Company. Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder full shares of Common Stock, and to receive certificates therefor, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company or of any transfer agent for the Preferred Stock, and shall give written notice to the Company of the election at such office that he elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shallsame; provided, as soon as practicable thereafter unless such notice states however, that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case event of an automatic conversion shall take effect on such other date or when such conditions have been fulfilledpursuant to paragraph 4(b) above, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the outstanding shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion Stock shall be treated for all purposes as converted automatically without any further action by the record holder or holders of such Ordinary Shares as of shares and whether or not the certificates representing such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior shares are surrendered to the closing of such sale of securities. In the event Company or its transfer agent; provided further, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common Stock issuable upon such conversionautomatic conversion unless either the certificates evidencing such shares of Preferred Stock are delivered to the Company or its transfer agent as provided above, unless or the holder of such Preferred Shares notifies the Company in writing or its transfer agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. (2) A conversion . The Company shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Preferred 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, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have taken place automatically regardless been made immediately prior to the close of whether business on the certificates representing date of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares have been tendered of Common Stock on such date; provided, however, that if the conversion is in connection with an underwritten offer of securities registered pursuant to the Company but from and after Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion any such certificates of the Preferred Stock shall not tendered to the Company shall be deemed to evidence solely have converted such Preferred Stock until immediately prior to the Ordinary Shares received upon closing of the sale of such conversion and the right to receive a certificate for such Ordinary Sharessecurities.

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

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. (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. 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. (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. (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. (1In the event of optional conversion of Series B Junior Participating Preferred Stock pursuant to Section 8(A) Before any holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares hereof, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or any transfer agent of such stock, and shall give written notice to the Company secretary of the Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares Units of Ordinary Shares Series A Junior Participating Preferred Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledpractical thereafter, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates certificate(s) for the number of shares Units of Ordinary Shares Series A Junior Participating Preferred Stock to which such holder shall be entitled as aforesaidentitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the such date of such surrender of the shares of Preferred Shares Units to be converted, or on any later date or when any conditions specified in the notice have been fulfilled converted and the person or persons entitled to receive the Ordinary Shares Units of Series A Junior Participating Preferred Stock issuable upon such on the conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares Units of Series A Junior Participating Preferred Stock as of such date. If In the event of the automatic conversion is in connection with a QIPOof Units of Series B Junior Participating Preferred Stock pursuant to Section 8(B) hereof, the outstanding certificates representing the Units of Series B Junior Participating Preferred Stock so converted shall be deemed to represent, immediately upon such conversion mayand without further action, at the option appropriate number of any holder tendering Units of Series A Junior Participating Preferred Shares for Stock issuable upon such conversion; and, be conditioned upon tender to the closing with the underwriter Corporation of the sale original certificate(s) representing such converted Units of securities pursuant to such offeringSeries B Junior Participating Preferred Stock, in which event the person(s) holder thereof shall be entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the new certificate(s) representing the appropriate number of Units of Series A Junior Participating Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued Stock issuable upon such conversion, unless the holder . Any Units of such Series B Junior Participating Preferred Shares notifies the Company in writing that such certificate(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 Stock cancelled pursuant to one of the events described in Article 9(a)(2this Section 8(E) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered restored to the Company status of authorized 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 Sharesunissued Units of Series B Junior Participating Preferred Stock.

Mechanics of Conversion. (1) Before any holder Holder of Preferred Shares this Note shall be entitled to convert receive the same Common Stock into Ordinary Shares which this Note has been converted, such holder Holder shall surrender the certificate or certificates therefor this Note duly endorsed at the Office and Company's principal corporate office and, if such conversion is being made pursuant to Paragraph 3.1, shall give written notice to the Company Company, at its principal corporate office, of the election to convert this Note, further stating therein the same (or any part thereof) amount of the principal and shall state therein interest to be converted and the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares the Common Stock are to be issued. The Company shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledsurrender of this Note, issue and deliver at such office to such holder of Preferred SharesHolder at the address specified by such Holder, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderHolder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock, together with any other securities and property, to which such holder person or persons shall be entitled as aforesaid. Such Except as otherwise provided in Paragraph 3.2, such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice which this Note shall have been fulfilled surrendered for conversion and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion Common Stock shall be treated for all purposes as the record holder or holders of such Ordinary Shares Common Stock as of such date. If the conversion pursuant to Paragraph 3.1 is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Shares for conversionthe Holder of this Note, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares Holder shall not be deemed to have converted such Preferred Shares this Note until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to Upon any partial conversion of this Note, the Company, then the Company shall not be obligated to at its expense, will forthwith issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory deliver to the Company Holder a new Note in a principal amount equal to indemnify the Company 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. 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) 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 Each holder of that desires to convert Preferred Shares shall be entitled to convert the same into Ordinary Shares such holder pursuant to Article 7.1 shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company, and shall give written notice to the Company of the election at such office that such holder elects to convert the same (or any part thereof) and shall state therein the name or names number of any nominee for such holder in which Preferred Shares being converted. Thereupon the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, promptly issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be is entitled as aforesaidupon conversion. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of certificate representing the Preferred Shares to be converted, or on any later date or when any conditions specified in and at that time the notice have been fulfilled rights of such Preferred Shares shall cease, and the person or persons Person entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of on such 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 securitiestime. 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 of 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 Article 7.2, then the holders of the events described in Article 9(a)(2) Preferred Shares shall be deemed to have taken place automatically regardless surrendered their certificates as aforesaid, and the certificates representing such Preferred Shares shall thereupon represent solely the right to receive the Ordinary Shares into which the Preferred Shares represented by such certificates shall have been converted upon the tender (or deemed tender) of whether such certificates to the Company, and the record holder of such Preferred Shares shall be treated for all purposes as the record holder of such Ordinary Shares effective upon the date of such conversion. Upon the occurrence of such conversion of the Preferred Shares, the holders thereof shall surrender the certificates representing such shares have been tendered to at the Company but from and after such conversion any such certificates not tendered to office of the Company Company. Thereupon, there shall be deemed issued and delivered to evidence solely such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, certificates for the number of shares of Ordinary Shares received upon into which the Preferred Shares surrendered were convertible on the date of such conversion and the right to receive a certificate for such Ordinary Sharesconversion.

Mechanics of Conversion. (1) Before any holder of Series Preferred Shares shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefore, duly endorsed, at the Office office of the Corporation or of any transfer agent for such stock, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same and (or any part thereofsubject to compliance with applicable federal and state securities laws) and shall state therein the name or names of any nominee for in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. In addition, in the event of an automatic conversion of the Series A Preferred, Series B Preferred, Series C Preferred or Series E Preferred pursuant to the provisions of Section 4(b), the holder shall also deliver an irrevocable proxy, in a form reasonably acceptable to the Corporation, transferring the voting rights with respect to the shares of Common Stock to be issued in such conversion to the Board of Directors of the Corporation. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidentitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the certificate representing the shares of Series Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPOan underwritten offering of securities pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of Series Preferred Shares for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Series Preferred Shares shall not be deemed to have converted such Series Preferred Shares until immediately prior to the closing of such sale of securities. In Notwithstanding the foregoing, in the event that the certificate(s) representing the any certificate for Series Preferred Shares to be converted as aforesaid are not delivered pursuant to the Company, then the Company terms of Section 7(b) shall not be obligated to issue any certificate(s) representing have been surrendered as of the Ordinary Shares issued upon such date fixed for conversion, unless the each holder of such shares of Series Preferred Shares notifies shall thereafter be treated for all purposes as the Company in writing that 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 record holder of the events described in Article 9(a)(2) shall be deemed number of shares of Common Stock issuable 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 holder upon such conversion and the right to receive a certificate for such Ordinary Sharesconversion.

Mechanics of Conversion. (1i) Before any holder of Preferred Shares shall be entitled to convert On the same into Ordinary Shares such holder shall surrender second Business Day immediately succeeding the certificate or certificates therefor at the Office and shall give written notice to Conversion Date, 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 each holder of Convertible 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 Shares the number of shares of Ordinary Subordinate Voting Shares to which such holder shall be is entitled as aforesaidin exchange for the certificates or DRS statement formerly representing Convertible Preferred Shares. 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 Subordinate Voting Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Subordinate Voting Shares as on such Conversion Date. In case fewer than all the Convertible Preferred Shares represented by any certificate or DRS statement are to be converted, a new certificate or DRS statement shall be issued representing the unconverted Convertible Preferred Shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates DRS statement for Subordinate Voting Shares or Convertible Preferred Shares are registered 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 Subordinate Voting Shares upon conversion or due upon the issuance of a new certificate or DRS statement for any Convertible Preferred Shares not converted other than any such date. If tax due because Subordinate Voting Shares or a certificate DRS statement for Convertible Preferred Shares are issued in a name other than the conversion is in connection with a QIPOname of the converting holder, which shall be paid by the converting holder. (ii) From and after the Conversion Date, 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 Convertible Preferred Shares to be converted as aforesaid are not delivered to the Companyon such Conversion Date will no longer be outstanding, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless and all rights and privileges of the holder thereof as a holder of such Convertible 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 except the right to receive a certificate for from the Company the Subordinate Voting Shares upon conversion) shall cease and terminate with respect to such Ordinary Sharesshares. (iii) All Subordinate Voting Shares issued upon conversion of the Convertible Preferred Shares will, upon issuance by the Company, be duly and validly issued, as fully paid and non-assessable Subordinate Voting Shares in the capital of the Company.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of Series A Convertible 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 a fair and reasonable conversion price to be determined by the Board of Directors solely for calculating payments due for fractional shares. No shares of Common Stock will be issued in respect of accrued or declared and unpaid dividends on the Series A Convertible Preferred Stock; however, except in the case of an Automatic Conversion on Public Offering as set forth in subparagraph 6.2 above, the Corporation shall remain liable after conversion of any Series A Convertible Preferred Stock for cumulative unpaid dividends accrued on such Series A Convertible Preferred Stock prior to the time of conversion. Before any holder of Series A Convertible Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder full shares of Common Stock, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office and office of the Corporation and, except for the automatic conversion pursuant to subparagraph 6.2 above, shall give written notice (the "Conversion 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 fulfilled, issue and deliver at such office or cause to be issued and delivered to such holder of Series A Convertible Preferred SharesStock, at such office or subject to at such other place as the transfer restrictions contained holder shall specify in these Articles to the nominee or nominees of such holderConversion Notice, a certificate or certificates for the number of shares of Ordinary Shares Common Stock, to which such holder he shall be entitled as aforesaid, registered in the name of such holder or in such other name as the holder shall specify in the aforementioned written notice. Such Except as set forth in subparagraph 6.2 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 Series A Convertible 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. (1) Before any holder of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred Shares or Series F Preferred shall be entitled to convert the same into Ordinary Shares such holder shares of Common as provided in paragraph IV.E(2)(a), he shall surrender the certificate or certificates therefor therefor, duly endorsed (or, if the holder notifies the Corporation that such certificate(s) have been lost, stolen or destroyed, an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates), at the Office office of the Corporation and shall give written notice to the Company of the election Corporation at such office that he elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedsame. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, Series F Preferred a certificate or certificates for the number of shares of Ordinary Shares Common to which such holder he shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred Shares or Series F 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 issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event of an automatic conversion pursuant to paragraph IV.E(2)(b), the outstanding shares of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred and Series F Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation; provided, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common issuable upon such conversion, automatic conversion unless the certificates evidencing such shares of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or Series F Preferred are either delivered to the Corporation as provided above, or the holder of such Preferred Shares notifies the Company in writing Corporation that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. (2) A . 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 Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or Series F Preferred, a certificate or certificates for the number of shares of Common to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Preferred Shares pursuant to one of the events described in Article 9(a)(2) Common. 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 and after such conversion any such certificates not tendered to the Company shall be deemed contingent upon the closing of a Qualified Offering, and the person or persons entitled to evidence solely receive the Ordinary Shares received shares of Common 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 on such date.

Mechanics of Conversion. (1) Before any Each holder of Series A Preferred Shares shall be entitled who desires to convert the same into Ordinary Shares such holder shares of Common Stock pursuant to this Section 4 shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company or any transfer agent for the Series A Preferred, and shall give written notice to the Company of the election at such office that such holder elects to convert the same (or any part thereof) and same. Such notice shall state therein the name or names number of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to Series A Preferred being converted. Thereupon, the Company shall promptly (which shall be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any no later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, than three (3) business days) issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be is entitled and pay (i) in cash or, to the extent sufficient funds are not then legally available therefor, in Common Stock (at the Common Stock’s Fair Market Value calculated as aforesaidof the date of such conversion), any declared and unpaid dividends on the shares of Series A Preferred being converted, and (ii) in cash (at the Common Stock’s Fair Market Value calculated as of the date of conversion) the value of any fractional share of Common Stock otherwise issuable to any holder of Series A Series Preferred. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series A Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If The “Fair Market Value” of the Common Stock as of the date of the conversion is in connection with a QIPOshall be determined as follows: [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the conversion mayMARKED BY BRACKETS, at the option of any holder tendering Preferred Shares for conversionHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesAS AMENDED. (2i) A conversion of Preferred Shares pursuant to one of If traded on a securities exchange or through the events described in Article 9(a)(2) NASDAQ Global Market, NYSE or other national stock exchange quotation system, the 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. (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) Upon any such conversion, no adjustment to the Series A Conversion Price shall be made for any declared but unpaid dividends on the Series A Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion. (v) The Corporation shall pay any later date and all issue and other similar taxes that may be payable in respect of any issuance or when delivery of shares of Common Stock upon conversion of shares of Series A Preferred Stock pursuant to this Section 5. The Corporation shall not, however, be required to pay any conditions specified tax which may be payable in respect of any 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. (1) Conversion of Preference Shares to Ordinary Class Shares. No fractional Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares shall be issued upon conversion of the Preference 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 Conversion Price. Before any holder of Preferred Preference Shares shall be entitled to convert the same into full Series A Ordinary Shares, Series B1 Ordinary Shares such holder or Series B2 Ordinary Shares, it shall surrender the certificate or certificates therefor therefor, if any, at the Office office of the Company or of any transfer agent for the Preference Shares, and shall give written notice to the Company of the election at such office that it elects to convert the same (or any part thereof) and shall state therein the name or names such number of any nominee for Preference Shares, as specified in such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuednotice. 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, Preference Shares a certificate or certificates for the number of shares of Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares to which such holder it shall be entitled as aforesaidaforesaid or, in lieu thereof, evidence that such number of Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares has been recorded in the Register as held by such holder, and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 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 and the person or persons entitled to receive the Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Series A Ordinary Shares, Series B1 Ordinary Shares as of or Series B2 Ordinary Shares 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 Convertible Preferred Shares shall be entitled to convert the same such stock into Ordinary shares of Class B Common Shares and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor for the Convertible Preferred Shares to be converted, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Convertible Preferred Shares, 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 issuedsame. The Company Corporation shall, as soon as practicable thereafter unless within 10 days 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 fulfilleddelivery, issue and deliver at such office to such holder of the Convertible Preferred Shares, Shares (or subject to any other person specified in the transfer restrictions contained in these Articles to the nominee or nominees of notice delivered by such holder, ) a certificate or certificates for the number of shares of Ordinary Class B Common Shares to which such holder shall be entitled as aforesaidaforesaid and a check payable to the holder for any cash amounts payable as the result of a conversion into fractional shares of Class B Common 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 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 Person or persons entitled to receive the Ordinary shares of Class B Common Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary shares of Class B Common Shares as of on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of In case any holder tendering Preferred Shares certificate for conversion, be conditioned upon the closing with the underwriter shares 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 Convertible Preferred Shares shall not be deemed surrendered for conversion of only a part of the shares represented thereby, the Corporation shall deliver within 10 days at such office to have converted such or upon the written order of the holder thereof, a certificate or certificates for the number of shares of Convertible Preferred Shares until immediately prior to the closing of represented by such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid surrendered certificate which are not delivered to being converted. Notwithstanding the Companyforegoing, 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.14

Mechanics of Conversion. (1) Before In the case of a Voluntary Conversion, before any holder of Series A Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company In the case of a Mandatory Conversion, the Corporation shall give written notice to the holder of Series A Preferred Stock at the address indicated in the Corporation’s stock ledger, not sooner than the earlier to occur of (i) the Redemption Expiration Date or (ii) the date on which the Corporation receives the written, irrevocable decision of the holder of Series A Preferred Stock not to require a Redemption pursuant to Section 6, of the satisfaction of the conditions for a Mandatory Conversion and promptly after receipt of such notice, the holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series A Preferred Stock. In either case, the Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series A Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidaforesaid (or, if consistent with the Corporation’s practice of issuing shares of Common Stock, non-certificated shares of Common Stock represented by book-entry on the records of the Corporation or the Corporation’s transfer agent). Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. (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 shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor thereof, duly endorsed, at the Office office of the Corporation or of any transfer agent for such stock, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued; provided, however, that in the event of an automatic conversion pursuant to Section 3(b), the outstanding shares of Series A Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; and provided, further, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Series A Preferred are either delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificate. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in after delivery of the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledSeries A Preferred certificates, issue and deliver at such office to such holder of Series A Preferred Shares, or subject to the transfer restrictions contained in these Articles to the its nominee or nominees of such holdernominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the . The person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. (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 Series D Preferred Stock. If upon conversion of shares of Series D Preferred Stock held by a registered holder which are being converted, such registered holder would, but for the provisions of this Section 2(b), receive a fraction of a share of Common Stock thereon, then in lieu of any such fractional share to which such holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price. Before any holder of Series D Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares full shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor,duly endorsed, at the Office office of the Corporation or of any transfer agent for the Series D Preferred Stock, and shall give written notice (the "Conversion Notice") to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein such holder's name or the name or names of any nominee for its nominees in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is thereafter, but in any event within three business days of the date of its receipt of the original Conversion Notice and the certificate or certificates representing the shares of Series D Preferred Stock to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledconverted, issue and deliver at such office or cause to be issued and delivered to such holder of Series D Preferred Shares, Stock or subject to the transfer restrictions contained in these Articles to the its nominee or nominees of such holdernominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidentitled, together with cash in lieu of any fraction of a share. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of that the shares of Preferred Shares to be convertedCorporation first receives the Conversion Notice, by telecopier or on any later date or when any conditions specified in the notice have been fulfilled otherwise, and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If Upon the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering shares of Series D Preferred Shares for conversionStock, such shares shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior restored to the closing status of such sale authorized but unissued shares of securities. In Series D Preferred Stock and may be reissued by the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue Corporation at any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatestime. (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 D2 Preferred Shares Stock in certificated form 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 Series D2 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. Before any holder of Series D2 Preferred Stock in book-entry form shall be entitled to convert the same into shares of Common Stock, he shall comply with the procedures of the depositary for the shares of Series D2 Preferred Stock held by such Holder. 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 D2 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 full number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. In case any Series D2 Preferred Stock share certificate shall be surrendered for partial conversion, the Corporation shall execute and deliver to the Holder of the Series D2 Preferred Stock so surrendered, without charge to such Holder, a new share certificate in an aggregate Adjusted Stated Value equal to the unconverted portion of the surrendered certificate. 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 Preferred Shares to be converted, or on any later date or when any conditions specified requirements set forth in the notice this Section 6(d) have been fulfilled satisfied, 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 such Series D2 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 Series D2 Preferred Shares Stock shall not be deemed to have converted such Series D2 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 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. (1) Before any holder shares of Preferred Shares shall be entitled converted pursuant to convert Section (i)(i) or (i)(2) of this Article Third into shares of Common Stock, the same into Ordinary Shares such holder thereof shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Shares, and shall (a) if being converted at the election of the holder pursuant to Section (i)(i) of this Article Third, such holder must give written notice by mail, postage prepaid, to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued, or (b) if being converted automatically pursuant to Section (i)(ii) of this Article Third, the Corporation must give written notice by mail, postage prepaid, to the holder at the last known address as reflected on the Corporation's records of such conversion and requesting the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderholder if so directed, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to before the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. (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 into Ordinary Shares full shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Series B Preferred Stock and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein same. In the name or names event of any nominee for such holder in which an automatic conversion, the certificate or certificates for outstanding shares of Ordinary Shares Series B Preferred Stock shall be converted automatically without any further action by the holders of Series B Preferred Stock and whether or not the certificates representing such shares are surrendered to be issuedthe Corporation or its transfer agent. The Company Corporation shall not be obligated to issue certificates evidencing Common Stock issuable upon automatic conversion unless and until the certificates representing the Series B Preferred Stock are surrendered to the Corporation or its transfer agent. No fractional shares of Common Stock shall be issued upon conversion of the Series B Preferred Stock. The Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in after surrender of the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledcertificates for the Series B Preferred Stock, issue and deliver at such the office of the Corporation to such holder of Series B Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, Stock (i) a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidaforesaid and, if applicable, (ii) cash or a check payable to the holder equal to any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to at the close time of business on the date of such surrender of the shares of Series B Preferred Shares Stock to be convertedconverted or, or on any later date or when any conditions specified in the notice have been fulfilled case of an automatic conversion, as provided in Section A.6(b), and the person or persons entitled to receive the Ordinary Shares Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of Common Stock at such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatestime. (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.