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 the Series A Original Issue Price. 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 the Series B Original Issue Price. 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 the 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.

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 the Series A same pro rata ownership of the holders of Preferred Shares (on an as-converted to Common share basis) immediately prior to each such financing and, in the discretion of the board of directors of the Company, the Company may elect to adjust the Conversion Price as contemplated above or cause additional shares to be issued to the holders of Preferred 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 Share Original Issue Price. Each share Date, the board of Series B Preferred Stock shall be convertible, at the option directors of the holder thereofCompany shall engage an appraisal firm to determine the valuation of the Company (the "Appraised Valuation of the Company"), after which time the holders of the Preferred shares shall have the right to convert the Preferred shares into Common shares of the Company at any time and from time to time, and without the payment of additional consideration a Conversion Price determined by the holder thereofboard of directors of the Company to provide the holders of the Preferred shares with a 25% discount to the valuation of the Preferred shares as a percentage of the Company's valuation determined in the Appraised Valuation of the Company, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing provided; however, that the Series B Original Issue Price by the Series B Conversion Price (as defined below) in effect at shall not be adjusted to permit the time holders of conversion. The “Series B Conversion Price” shall initially be equal Preferred Shares to the Series B Original Issue Price. Each share of Series C Preferred Stock shall be convertible, at the option obtain greater than 25% of the holder thereof, at any time outstanding Common shares (on an as-converted basis and from time taking into account all outstanding warrants or convertible securities entitling the holders thereof 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 the 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 acquire 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 belowshares).

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 the $0.60. Such initial Series A Original Issue 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 the $1.10. Such initial Series B Original Issue 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 the Series C Original Issue Price$3.0069. 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.

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 “Series A initial Conversion Price will be the Original Purchase Price” shall initially be equal , so that prior to the Series A Original Issue Price. Each any adjustment from time to time under certain instances as hereinafter provided, each share of Series B A Preferred Stock shall be convertibleconvertible 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 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 be entitled, together with cash in lieu of any fraction of a share as hereinafter provided, and, if less than all of the shares represented by such certificate are converted, a certificate representing the shares of Series A Preferred Stock not converted. Such conversion shall be deemed to have been made as of 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 treated 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 the any 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 the Series B Original Issue Price. 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 the 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 tendering shares of Series A Preferred StockStock 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 B A Preferred StockStock 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 Series C Preferred Stock may be converted into all rights with respect thereto shall forthwith cease and terminate, except only the rights of the holder (i) to receive the shares of Common Stock, Stock to which such holder shall be subject entitled upon conversion thereof and to adjustment be deemed for all purposes as provided belowthe record holder of such Common Stock as of the automatic conversion date, and (ii) to receive the amount of cash payable in respect of any fractional share of Common Stock to which such holder shall be entitled.

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 the Series A Original Issue Price. 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 the Series B Original Issue Price. 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 the Series C Original Issue Price$0.0001 per share. 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. Notwithstanding the foregoing, no holder of Series B Preferred Stock shall be entitled to convert the Series B Preferred Stock on any conversion date, in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by such holder of Series B Preferred Stock and its affiliates on a given conversion date, and (ii) the number of shares of Common Stock issuable upon conversion of Series B Preferred Stock held by such shareholder with respect to which the determination of this limitation is being made on a conversion date, which would result in beneficial ownership by such Series B Preferred Stock holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock on such date. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined 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 B Preferred Stock holder shall not be limited to aggregate exercises which would result in the issuance of more than 4.99%. The restriction described in this paragraph may be waived, in whole or in part, upon sixty-one (61) days prior notice from the Holder to the Corporation to increase such. The holder of Series B Preferred Stock may decide whether to convert its or his Series B Preferred Stock to achieve an actual 4.99% or greater.

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 the Series A Original Issue Price. 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 the Series B Original Issue Price. 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 the Series C Original Issue Price. 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 the Series D Original Issue Price. Such initial Series A Conversion Price, Series B Conversion Price and 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 C D Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Notwithstanding anything to the contrary in this Section 4, shares of Preferred Stock shall not be convertible into shares of Common Stock prior to the Second Tranche Closing Date (as defined in that certain Series D Preferred Stock Purchase Agreement, dated May 11, 2017 (the “Series D Purchase Agreement”)) without the consent of the Corporation and holders of the Preferred Voting Threshold.