Common use of Conversion Ratio Clause in Contracts

Conversion Ratio. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series A Original Issue Price by the Series A Conversion Price (as defined below) in effect at the time of conversion. The “Series A Conversion Price” shall initially be equal to $0.60. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series B Original Issue Price by the Series B Conversion Price (as defined below) in effect at the time of conversion. The “Series B Conversion Price” shall initially be equal to $1.10. Such initial Series B Conversion Price, and the rate at which shares of Series B Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series C Original Issue Price by the Series C Conversion Price (as defined below) in effect at the time of conversion. The “Series C Conversion Price” shall initially be equal to $3.0069. Such initial Series C Conversion Price, and the rate at which shares of Series C Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series D Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series D Original Issue Price by the Series D Conversion Price (as defined below) in effect at the time of conversion. The “Series D Conversion Price” shall initially be equal to $4.4930. Such initial Series D Conversion Price, and the rate at which shares of Series D Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series D-1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series D-1 Original Issue Price by the Series D-1 Conversion Price (as defined below) in effect at the time of conversion. The “Series D-1 Conversion Price” shall initially be equal to $5.1503. Such initial Series D-1 Conversion Price, and the rate at which shares of Series D-1 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series E-1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series E-1 Original Issue Price by the Series E-1 Conversion Price (as defined below) in effect at the time of conversion. The “Series E-1 Conversion Price” shall initially be equal to $11.7323. Such initial Series E-1 Conversion Price, and the rate at which shares of Series E-1 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series E-2 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series E-2 Original Issue Price by the Series E-2 Conversion Price (as defined below) in effect at the time of conversion. The “Series E-2 Conversion Price” shall initially be equal to $13.6239. Such initial Series E-2 Conversion Price, and the rate at which shares of Series E-2 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. For purposes hereof, (a) the term “Conversion Price” means the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price, the Series D Conversion Price, the Series D-1 Conversion Price, the Series E-1 Conversion Price or the Series E-2 Conversion Price as applicable to the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock, respectively, and (b) the term “Original Issue Price” means the Series A Original Issue Price, the Series B Original Issue Price, the Series C Original Issue Price, the Series D Original Issue Price, the Series D-1 Original Issue Price, the Series E-1 Original Issue Price or the Series E-2 Original Issue Price as applicable to the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock.

Conversion Ratio. Each Preferred share of Series A Preferred Stock shall may be convertibleconverted, at the option of the holder thereofits holder, at any time and from time to time, and without the payment of additional consideration by the holder thereofits holder, into such number of fully paid and nonassessable non-assessable Common shares of Common Stock as is determined by dividing the Series A Original Issue Price by the Series A Conversion Price (as defined below) in effect at the time of conversion. The “Series A "Conversion Price” " shall initially be US$2.00. The Conversion Price will be adjusted in accordance with the provisions set out in these articles. In the event that the Company completes an equity financing resulting in a valuation of the Company of US$50,000,000 or greater within 18 months of the Preferred Shares Original Issue Date (the "Qualified Financing"), holders of the Preferred shares shall have the right to convert the Preferred shares into Common shares at a Conversion Price determined by the board of directors of the Company, in its sole discretion, that results in the Preferred shares converting at the lesser of (i) a 1:1 ratio, and (ii) a 25% discount to the valuation of the Preferred shares on the basis of the valuation ascribed to the Preferred Shares pursuant to the Qualified Financing. If the Company completes an equity financing other than a Qualified Financing within 18 months following the Preferred Share Original Issue Date, the Conversion Price of the Preferred Shares shall be adjusted by the board of directors of the Company such that the outstanding Preferred Shares shall be convertible into the number of Common Shares of the Company equal to $0.60. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series B Preferred Stock shall be convertible, at the option same pro rata ownership of the holder thereofholders of Preferred Shares (on an as-converted to Common share basis) immediately prior to each such financing and, at any time and from time to time, and without in the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series B Original Issue Price by the Series B Conversion Price (as defined below) in effect at the time of conversion. The “Series B Conversion Price” shall initially be equal to $1.10. Such initial Series B Conversion Price, and the rate at which shares of Series B Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series C Preferred Stock shall be convertible, at the option discretion of the holder thereof, at any time and from time to time, and without the payment board of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series C Original Issue Price by the Series C Conversion Price (as defined below) in effect at the time of conversion. The “Series C Conversion Price” shall initially be equal to $3.0069. Such initial Series C Conversion Price, and the rate at which shares of Series C Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series D Preferred Stock shall be convertible, at the option directors of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series D Original Issue Price by the Series D Conversion Price (as defined below) in effect at the time of conversion. The “Series D Conversion Price” shall initially be equal to $4.4930. Such initial Series D Conversion Price, and the rate at which shares of Series D Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series D-1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series D-1 Original Issue Price by the Series D-1 Conversion Price (as defined below) in effect at the time of conversion. The “Series D-1 Conversion Price” shall initially be equal to $5.1503. Such initial Series D-1 Conversion Price, and the rate at which shares of Series D-1 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series E-1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series E-1 Original Issue Price by the Series E-1 Conversion Price (as defined below) in effect at the time of conversion. The “Series E-1 Conversion Price” shall initially be equal to $11.7323. Such initial Series E-1 Conversion Price, and the rate at which shares of Series E-1 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series E-2 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series E-2 Original Issue Price by the Series E-2 Conversion Price (as defined below) in effect at the time of conversion. The “Series E-2 Conversion Price” shall initially be equal to $13.6239. Such initial Series E-2 Conversion Price, and the rate at which shares of Series E-2 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. For purposes hereof, (a) the term “Conversion Price” means the Series A Conversion PriceCompany, the Series B Conversion Price, Company may elect to adjust the Series C Conversion Price, the Series D Conversion Price, the Series D-1 Conversion Price, the Series E-1 Conversion Price or the Series E-2 Conversion Price as applicable contemplated above or cause additional shares to be issued to the Series A holders of Preferred Stock, Series B Shares in the same manner as Sections 27.2(8) through 27.2(10) contemplate. If the Company does not complete an equity financing within 18 months of the Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock, respectively, and (b) the term “Share Original Issue Price” means the Series A Original Issue PriceDate, the Series B Original Issue Priceboard of directors of the Company shall engage an appraisal firm to determine the valuation of the Company (the "Appraised Valuation of the Company"), after which time the Series C Original Issue Price, holders of the Series D Original Issue Price, Preferred shares shall have the Series D-1 Original Issue Price, right to convert the Series E-1 Original Issue Preferred shares into Common shares of the Company at a Conversion Price or determined by the Series E-2 Original Issue Price as applicable board of directors of the Company to provide the holders of the Preferred shares with a 25% discount to the Series A valuation of the Preferred Stockshares as a percentage of the Company's valuation determined in the Appraised Valuation of the Company, Series B provided; however, that the Conversion Price shall not be adjusted to permit the holders of Preferred Stock, Series C Shares to obtain greater than 25% of the outstanding Common shares (on an as-converted basis and taking into account all outstanding warrants or convertible securities entitling the holders thereof to acquire Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stockshares).

Conversion Ratio. Each (a) Upon conversion, each share of Series A Preferred Stock shall be convertible, at converted into the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by that results from dividing the Series A Original Issue Purchase Price by the Series A Conversion Price (as defined below) in effect at the time of conversion. (b) The initial Conversion Price will be the Original Purchase Price, so that prior to any adjustment from time to time under certain instances as hereinafter provided, each share of Series A Preferred Stock shall be convertible into one share of Common Stock. (c) In the case of optional conversion, before any holder of Series A Preferred Stock shall be entitled to convert the same into Common Stock, such holder shall surrender the certificate or certificates therefor (or an affidavit certifying that such certificate has been mutilated or apparently lost, destroyed or stolen along with an appropriate indemnity), duly endorsed, to the office of the corporation or any transfer agent for such Series A Preferred Stock and shall give written notice to the corporation at such office that it elects to convert the same. The “Series A Conversion Price” corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder, or to its nominee or nominees, certificates for the number of full shares of Common Stock to which it shall initially be equal to $0.60. Such initial Series A Conversion Priceentitled, and together with cash in lieu of any fraction of a share as hereinafter provided, and, if less than all of the rate at which shares represented by such certificate are converted, a certificate representing the shares of Series A Preferred Stock may be converted into shares of Common Stock, not converted. Such conversion shall be subject deemed to adjustment have been made as provided below. Each share of Series B Preferred the date of such surrender of the certificate for the stock to be converted, and the person or persons entitled to receive the Common Stock deliverable upon such conversion shall be convertibletreated for all purposes as the record holder or holders of such Common Stock on such date. If the conversion is in connection with an offer of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of Series A 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 deliverable upon such conversion of the Series A Preferred Stock shall not be deemed to have converted such Series A Preferred Stock until effective with the closing of such sale of securities. (d) In the case of automatic conversion, on and after the related conversion event, notwithstanding that any certificates for such shares of Series A Preferred Stock subject to such conversion shall not have been surrendered for conversion, the shares of Series A Preferred Stock evidenced thereby shall be deemed to be no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate, except only the rights of the holder thereof, at any time and from time (i) to time, and without receive the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock to which such holder shall be entitled upon conversion thereof and to be deemed for all purposes as is determined by dividing the Series B Original Issue Price by record holder of such Common Stock as of the Series B Conversion Price (as defined below) in effect at the time of conversion. The “Series B Conversion Price” shall initially be equal to $1.10. Such initial Series B Conversion Priceautomatic conversion date, and (ii) to receive the rate at which shares amount of Series B Preferred Stock may be converted into shares cash payable in respect of Common Stock, shall be subject to adjustment as provided below. Each any fractional share of Series C Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series C Original Issue Price by the Series C Conversion Price (as defined below) in effect at the time of conversion. The “Series C Conversion Price” shall initially be equal to $3.0069. Such initial Series C Conversion Price, and the rate at which shares of Series C Preferred Stock may be converted into shares of Common Stock, such holder shall be subject to adjustment as provided below. Each share of Series D Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series D Original Issue Price by the Series D Conversion Price (as defined below) in effect at the time of conversion. The “Series D Conversion Price” shall initially be equal to $4.4930. Such initial Series D Conversion Price, and the rate at which shares of Series D Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series D-1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series D-1 Original Issue Price by the Series D-1 Conversion Price (as defined below) in effect at the time of conversion. The “Series D-1 Conversion Price” shall initially be equal to $5.1503. Such initial Series D-1 Conversion Price, and the rate at which shares of Series D-1 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series E-1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series E-1 Original Issue Price by the Series E-1 Conversion Price (as defined below) in effect at the time of conversion. The “Series E-1 Conversion Price” shall initially be equal to $11.7323. Such initial Series E-1 Conversion Price, and the rate at which shares of Series E-1 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series E-2 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series E-2 Original Issue Price by the Series E-2 Conversion Price (as defined below) in effect at the time of conversion. The “Series E-2 Conversion Price” shall initially be equal to $13.6239. Such initial Series E-2 Conversion Price, and the rate at which shares of Series E-2 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. For purposes hereof, (a) the term “Conversion Price” means the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price, the Series D Conversion Price, the Series D-1 Conversion Price, the Series E-1 Conversion Price or the Series E-2 Conversion Price as applicable to the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock, respectively, and (b) the term “Original Issue Price” means the Series A Original Issue Price, the Series B Original Issue Price, the Series C Original Issue Price, the Series D Original Issue Price, the Series D-1 Original Issue Price, the Series E-1 Original Issue Price or the Series E-2 Original Issue Price as applicable to the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stockentitled.

Conversion Ratio. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series A Original Issue Price by the Series A Conversion Price (as defined below) in effect at the time of conversion. The “Series A Conversion Price” shall initially be equal to $0.60. Such initial the Series A Conversion Original Issue Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series B Original Issue Price by the Series B Conversion Price (as defined below) in effect at the time of conversion. The “Series B Conversion Price” shall initially be equal to $1.10. Such initial the Series B Conversion Original Issue Price, and the rate at which shares of Series B Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series C Original Issue Price by the Series C Conversion Price (as defined below) in effect at the time of conversion. The “Series C Conversion Price” shall initially be equal to $3.0069. Such initial the Series C Conversion Original Issue Price, and the rate at which shares of Series C Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series D Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series D Original Issue Price by the Series D Conversion Price (as defined below) in effect at the time of conversion. The “Series D Conversion Price” shall initially be equal to $4.4930the Series D Original Issue Price. Such initial Series D A Conversion Price, Series B Conversion Price, Series C Conversion Price, and Series D Conversion Price and the rate at which shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share Notwithstanding anything to the contrary in this Section 4, shares of Series D-1 Preferred Stock shall not be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, convertible into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing prior to the Series D-1 Original Issue Price by the Series D-1 Conversion Price Second Tranche Closing Date (as defined below) in effect at the time of conversion. The “Series D-1 Conversion Price” shall initially be equal to $5.1503. Such initial Series D-1 Conversion Price, and the rate at which shares of Series D-1 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series E-1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series E-1 Original Issue Price by the Series E-1 Conversion Price (as defined below) in effect at the time of conversion. The “Series E-1 Conversion Price” shall initially be equal to $11.7323. Such initial Series E-1 Conversion Price, and the rate at which shares of Series E-1 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series E-2 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series E-2 Original Issue Price by the Series E-2 Conversion Price (as defined below) in effect at the time of conversion. The “Series E-2 Conversion Price” shall initially be equal to $13.6239. Such initial Series E-2 Conversion Price, and the rate at which shares of Series E-2 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. For purposes hereof, (a) the term “Conversion Price” means the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price, the Series D Conversion Price, the Series D-1 Conversion Price, the Series E-1 Conversion Price or the Series E-2 Conversion Price as applicable to the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, that certain Series D Preferred StockStock Purchase Agreement, Series D-1 Preferred Stockdated May 11, Series E-1 Preferred Stock or Series E-2 Preferred Stock, respectively, and 2017 (b) the term “Original Issue Price” means the Series A Original Issue Price, the Series B Original Issue Price, the Series C Original Issue Price, the Series D Original Issue Price, Purchase Agreement”)) without the Series D-1 Original Issue Price, consent of the Series E-1 Original Issue Price or Corporation and holders of the Series E-2 Original Issue Price as applicable to the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred StockVoting Threshold.

Conversion Ratio. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series A Original Issue Price by the Series A Conversion Price (as defined below) in effect at the time of conversion. The “Series A Conversion Price” shall initially be equal to $0.60. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to timetime in whole or in part (until a Mandatory Conversion Time, as defined in Section 5.1 below), and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable non-assessable shares of Common Stock as is determined by dividing the Series B Original Issue Price by the Series B Conversion Price (as defined below) in effect at the time of conversion. The “Series B Conversion Price” shall initially be equal to $1.100.0001 per share. Such initial Series B Conversion Price, and the rate at which shares of Series B Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share Notwithstanding the foregoing, no holder of Series C B Preferred Stock shall be convertibleentitled to convert the Series B Preferred Stock on any conversion date, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such in connection with that number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series C Original Issue Price by the Series C Conversion Price (as defined below) which would be in effect at the time of conversion. The “Series C Conversion Price” shall initially be equal to $3.0069. Such initial Series C Conversion Price, and the rate at which shares of Series C Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series D Preferred Stock shall be convertible, at the option excess of the holder thereof, at any time and from time to time, and without sum of (i) the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined beneficially owned by dividing the such holder of Series D Original Issue Price by the Series D Conversion Price (as defined below) in effect at the time of conversion. The “Series D Conversion Price” shall initially be equal to $4.4930. Such initial Series D Conversion PriceB Preferred Stock and its affiliates on a given conversion date, and (ii) the rate at which shares of Series D Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series D-1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series D-1 Original Issue Price by the Series D-1 Conversion Price (as defined below) in effect at the time of conversion. The “Series D-1 Conversion Price” shall initially be equal to $5.1503. Such initial Series D-1 Conversion Price, and the rate at which shares issuable upon conversion of Series D-1 B Preferred Stock may be converted into shares held by such shareholder with respect to which the determination of Common Stockthis limitation is being made on a conversion date, shall be subject to adjustment as provided below. Each share of which would result in beneficial ownership by such Series E-1 B Preferred Stock shall be convertible, at the option holder and its affiliates of more than 4.99% of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable outstanding shares of Common Stock as is on such date. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined by dividing in accordance with Section 13(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”), and Rule 13d-3 thereunder. Subject to the foregoing, a Series E-1 Original Issue Price by B Preferred Stock holder shall not be limited to aggregate exercises which would result in the Series E-1 Conversion Price (as defined below) in effect at the time issuance of conversionmore than 4.99%. The “Series E-1 Conversion Price” shall initially restriction described in this paragraph may be equal waived, in whole or in part, upon sixty-one (61) days prior notice from the Holder to $11.7323the Corporation to increase such. Such initial Series E-1 Conversion Price, and the rate at which shares The holder of Series E-1 B Preferred Stock may be converted into shares of Common Stock, shall be subject decide whether to adjustment as provided below. Each share of Series E-2 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series E-2 Original Issue Price by the Series E-2 Conversion Price (as defined below) in effect at the time of conversion. The “Series E-2 Conversion Price” shall initially be equal to $13.6239. Such initial Series E-2 Conversion Price, and the rate at which shares of Series E-2 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. For purposes hereof, (a) the term “Conversion Price” means the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price, the Series D Conversion Price, the Series D-1 Conversion Price, the Series E-1 Conversion Price convert its or the Series E-2 Conversion Price as applicable to the Series A Preferred Stock, his Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E-1 Preferred Stock to achieve an actual 4.99% or Series E-2 Preferred Stock, respectively, and (b) the term “Original Issue Price” means the Series A Original Issue Price, the Series B Original Issue Price, the Series C Original Issue Price, the Series D Original Issue Price, the Series D-1 Original Issue Price, the Series E-1 Original Issue Price or the Series E-2 Original Issue Price as applicable to the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stockgreater.

Conversion Ratio. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series A Original Issue Price by the Series A Conversion Price (as defined below) in effect at the time of conversion. The “Series A Conversion Price” shall initially be equal to $0.60. Such initial the Series A Conversion Original Issue Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series B Original Issue Price by the Series B Conversion Price (as defined below) in effect at the time of conversion. The “Series B Conversion Price” shall initially be equal to $1.10. Such initial the Series B Conversion Original Issue Price, and the rate at which shares of Series B Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series C Original Issue Price by the Series C Conversion Price (as defined below) in effect at the time of conversion. The “Series C Conversion Price” shall initially be equal to $3.0069the Series C Original Issue Price. Such initial Series A Conversion Price, Series B Conversion Price and Series C Conversion Price, and the rate at which shares of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series D Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series D Original Issue Price by the Series D Conversion Price (as defined below) in effect at the time of conversion. The “Series D Conversion Price” shall initially be equal to $4.4930. Such initial Series D Conversion Price, and the rate at which shares of Series D Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series D-1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series D-1 Original Issue Price by the Series D-1 Conversion Price (as defined below) in effect at the time of conversion. The “Series D-1 Conversion Price” shall initially be equal to $5.1503. Such initial Series D-1 Conversion Price, and the rate at which shares of Series D-1 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series E-1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series E-1 Original Issue Price by the Series E-1 Conversion Price (as defined below) in effect at the time of conversion. The “Series E-1 Conversion Price” shall initially be equal to $11.7323. Such initial Series E-1 Conversion Price, and the rate at which shares of Series E-1 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series E-2 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series E-2 Original Issue Price by the Series E-2 Conversion Price (as defined below) in effect at the time of conversion. The “Series E-2 Conversion Price” shall initially be equal to $13.6239. Such initial Series E-2 Conversion Price, and the rate at which shares of Series E-2 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. For purposes hereof, (a) the term “Conversion Price” means the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price, the Series D Conversion Price, the Series D-1 Conversion Price, the Series E-1 Conversion Price or the Series E-2 Conversion Price as applicable to the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock, respectively, and (b) the term “Original Issue Price” means the Series A Original Issue Price, the Series B Original Issue Price, the Series C Original Issue Price, the Series D Original Issue Price, the Series D-1 Original Issue Price, the Series E-1 Original Issue Price or the Series E-2 Original Issue Price as applicable to the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock.