Common use of Trigger Event Clause in Contracts

Trigger Event. Subject to Section 2(e)(vii)(2), prior to a Qualified IPO or Deemed Liquidation, in the event that any holder of shares of Preferred Stock does not participate in a Qualified Financing (as defined below) by purchasing in the aggregate, in such Qualified Financing and within the time period specified by the Corporation (provided that the Corporation has sent to each holder of Preferred Stock at least 10 days written notice of, and the opportunity to purchase its Pro Rata Amount (as defined below) of, the Qualified Financing), such holder’s Pro Rata Amount, then the Applicable Portion (as defined below) of the shares of Preferred Stock held by such holder shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at the applicable Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing, effective upon, subject to, and concurrently with, the consummation of the Qualified Financing and in accordance with the following order: (A) first, the shares of Series C Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion shall be converted into shares of Common Stock at the Series C Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series C Preferred Stock held by such holder is less than such holder’s Applicable Portion, then (B) second, the shares of Series B Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTH, shall be converted into shares of Common Stock at the Series B Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series B Preferred Stock held by such holder is less than such holder’s Applicable Portion less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTH, then (C) third, the shares of Series A Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) and Section 2(e)(vii)(1)(B) of this Article FOURTH, shall be converted into shares of Common Stock at the Series A Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series A Preferred Stock held by such holder is less than such holder’s Applicable Portion less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) and Section 2(e)(vii)(1)(B) of this Article FOURTH, then (D) fourth, the shares of Seed Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Section 2(e)(vii)(1)(A), Section 2(e)(vii)(1)(B) and Section 2(e)(vii)(1)(C) of this Article FOURTH, shall be converted into and exchanged for shares of Common Stock at the Seed Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing. No fractional shares of Common Stock to which any stockholder would otherwise be entitled resulting from such conversion and exchange shall be issued, but in lieu thereof, each stockholder of the Corporation who otherwise would be entitled to a fraction of a share of Common Stock upon such conversion, reclassification and exchange (except those stockholders who have agreed to waive such payment) shall be entitled to receive a cash payment equal to the product of such fractional interest multiplied by the Common Stock’s fair market value as determined in good faith by the Board of Directors of the Corporation as of the date of such conversion and exchange. For purposes of determining the number of shares of Preferred Stock owned by a holder, and for determining the number of Offered Securities (as defined below) a holder of Preferred Stock has purchased in a Qualified Financing, all shares of Preferred Stock held by Affiliates (as defined below) of such holder shall be aggregated with such holder’s shares and all Offered Securities purchased by Affiliates of such holder shall be aggregated with the Offered Securities purchased by such holder (provided that no shares or securities shall be attributed to more than one entity or person within any such group of affiliated entities or persons). Notwithstanding the foregoing, the provisions of this Section 2(e)(vii)(1) of this Article FOURTH shall not apply to any shares of Preferred Stock held by the ▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇ Foundation at the time of a Qualified Financing.

Trigger Event. Subject to Section 2(e)(vii)(2), prior to a Qualified IPO or Deemed Liquidation, in In the event that any holder of shares of Designated Preferred Stock does not participate in who is also a Qualified Financing holder of Outstanding Convertible Notes (as defined below) by purchasing in issued pursuant to the aggregate, in such Qualified Financing Third Amended and within the time period specified by the Corporation (provided that the Corporation has sent to each holder of Preferred Stock Restated Note Purchase Agreement at least 10 days written notice of, and the opportunity to purchase its Pro Rata Amount any closing thereunder (as defined below) of(each, a “Note Holder”) does not purchase (together with its Affiliates, as defined in the Qualified Financing), Third Amended and Restated Note Purchase Agreement) 100% of such holderNote Holder’s Pro Rata Amount, then the Applicable Portion Fourth Subsequent Loan Amount or Fifth Subsequent Loan Amount (as defined belowin the Third Amended and Restated Note Purchase Agreement) at a Fourth Subsequent Closing or Fifth Subsequent Closing (as defined in the Third Amended and Restated Note Purchase Agreement), then each share of the shares of Designated Preferred Stock held by such holder Note Holder shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at the applicable Preferred Conversion Price in effect conversion ratio determined pursuant to Section B.2(a) of this Article Fifth immediately prior to (1) in the consummation case of such Qualified Financing, effective upon, subject to, and concurrently withthe Fourth Subsequent Closing, the consummation of the Qualified Financing and Fourth Subsequent Closing or (2) in accordance with the following order: (A) firstcase of the Fifth Subsequent Closing, the shares of Series C Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion shall be converted into shares of Common Stock at the Series C Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number Fifth Subsequent Closing, as applicable, effective upon (1) in the case of shares of Series C Preferred Stock held by such holder is less than such holder’s Applicable Portion, then (B) secondthe Fourth Subsequent Closing, the shares close of Series B Preferred Stock held by such holder business on the first businesses day after the Fourth Subsequent Closing Date (as defined in an amount equal to such holder’s Applicable Portion, less the number Third Amended and Restated Note Purchase Agreement) or (2) in the case of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTH, shall be converted into shares of Common Stock at the Series B Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series B Preferred Stock held by such holder is less than such holder’s Applicable Portion less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTH, then (C) thirdFifth Subsequent Closing, the shares close of Series A Preferred Stock held by such holder business on the first business day after the Fifth Subsequent Closing Date (as defined in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) Third Amended and Section 2(e)(vii)(1)(B) of this Article FOURTH, shall be converted into shares of Common Stock at the Series A Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series A Preferred Stock held by such holder is less than such holder’s Applicable Portion less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) and Section 2(e)(vii)(1)(B) of this Article FOURTH, then (D) fourth, the shares of Seed Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Section 2(e)(vii)(1)(ARestated Note Purchase Agreement), Section 2(e)(vii)(1)(B) and Section 2(e)(vii)(1)(C) of this Article FOURTH, shall be converted into and exchanged for shares of Common Stock at the Seed Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing. No fractional shares of Common Stock to which any stockholder would otherwise be entitled resulting from such conversion and exchange shall be issued, but in lieu thereof, each stockholder of the Corporation who otherwise would be entitled to a fraction of a share of Common Stock upon such conversion, reclassification and exchange (except those stockholders who have agreed to waive such payment) shall be entitled to receive a cash payment equal to the product of such fractional interest multiplied by the Common Stock’s fair market value as determined in good faith by the Board of Directors of the Corporation as of the date of such conversion and exchangeapplicable. For purposes of determining this Section B.2(f), the number of shares of Designated Preferred Stock owned held by a holder, and for determining the number of Offered Securities (as defined below) a holder of Preferred Stock has purchased in a Qualified Financing, Note Holder shall include all shares of Designated Preferred Stock held by Affiliates (as defined belowin the Third Amended and Restated Note Purchase Agreement) of such holder shall be aggregated with such holder’s shares and all Offered Securities purchased by Affiliates . The conversion of such holder shall be aggregated with the Offered Securities purchased by such holder (provided that no shares or securities shall be attributed Designated Preferred pursuant to more than one entity or person within any such group of affiliated entities or persons). Notwithstanding the foregoing, the provisions of this Section 2(e)(vii)(1B.2(f) of this Article FOURTH shall not apply is referred to any shares of Preferred Stock held by the ▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇ Foundation at the time of as a Qualified Financing“Special Mandatory Conversion”.

Trigger Event. Subject to Section 2(e)(vii)(2), prior Prior to a Qualified IPO or Deemed Liquidation, in the event that any holder of shares of Preferred Stock does not participate in a Qualified Financing (as defined below) by purchasing in the aggregate, in such Qualified Financing and within the time period specified by the Corporation (provided that the Corporation has sent to each holder of Preferred Stock at least 10 days written notice of, and the opportunity to purchase its Pro Rata Amount (as defined below) of, the Qualified Financing), such holder’s Pro Rata Amount, then the Applicable Portion (as defined below) of the shares of Preferred Stock held by such holder shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at the applicable Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing, effective upon, subject to, and concurrently with, the consummation of the Qualified Financing and in accordance with the following order: (A) first, the shares of Series C B Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion shall be converted into shares of Common Stock at the Series C Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series C Preferred Stock held by such holder is less than such holder’s Applicable Portion, then (B) second, the shares of Series B Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTH, shall be converted into shares of Common Stock at the Series B Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series B Preferred Stock held by such holder is less than such holder’s Applicable Portion less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTHPortion, then (CB) thirdsecond, the shares of Series A Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) and Section 2(e)(vii)(1)(B) of this Article FOURTH, shall be converted into shares of Common Stock at the Series A Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series A Preferred Stock held by such holder is less than such holder’s Applicable Portion less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) and Section 2(e)(vii)(1)(B) of this Article FOURTH, then (DC) fourththird, the shares of Seed Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Section Sections 2(e)(vii)(1)(A), Section 2(e)(vii)(1)(B) and Section 2(e)(vii)(1)(C2(e)(vii)(1)(B) of this Article FOURTH, shall be converted into and exchanged for shares of Common Stock at the Seed Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing. No fractional shares of Common Stock to which any stockholder would otherwise be entitled resulting from such conversion and exchange shall be issued, but in lieu thereof, each stockholder of the Corporation who otherwise would be entitled to a fraction of a share of Common Stock upon such conversion, reclassification and exchange (except those stockholders who have agreed to waive such payment) shall be entitled to receive a cash payment equal to the product of such fractional interest multiplied by the Common Stock’s fair market value as determined in good faith by the Board of Directors of the Corporation as of the date of such conversion and exchange. For purposes of determining the number of shares of Preferred Stock owned by a holder, and for determining the number of Offered Securities (as defined below) a holder of Preferred Stock has purchased in a Qualified Financing, all shares of Preferred Stock held by Affiliates (as defined below) of such holder shall be aggregated with such holder’s shares and all Offered Securities purchased by Affiliates of such holder shall be aggregated with the Offered Securities purchased by such holder (provided that no shares or securities shall be attributed to more than one entity or person within any such group of affiliated entities or persons). Notwithstanding the foregoing, the provisions of this Section 2(e)(vii)(1) of this Article FOURTH shall not apply Such conversion is referred to any shares of Preferred Stock held by the ▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇ Foundation at the time of herein as a Qualified Financing“Special Mandatory Conversion.”

Trigger Event. Subject to Section 2(e)(vii)(2), prior to a Qualified IPO or Deemed Liquidation, in In the event that any holder of shares of Designated Preferred Stock does not participate in who is also a Qualified Financing holder of 2008 Convertible Notes (as defined below) by purchasing in issued pursuant to the aggregate, in such Qualified Financing Amended and within the time period specified by the Corporation (provided that the Corporation has sent to each holder of Preferred Stock at least 10 days written notice of, and the opportunity to purchase its Pro Rata Amount Restated Note Purchase Agreement (as defined below) of(each, a “Note Holder”) does not purchase (together with its Affiliates, as defined in the Qualified FinancingAmended and Restated Note Purchase Agreement) 100% of such Note Holder’s Subsequent Loan Amount or Additional Subsequent Loan Amount (each as defined in the Amended and Restated Note Purchase Agreement) at a Subsequent Closing or Additional Subsequent Closing (each, as defined in the Amended and Restated Note Purchase Agreement), such holder’s Pro Rata Amountas applicable, then the Applicable Portion (as defined below) each share of the shares of Designated Preferred Stock held by such holder Note Holder shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at the applicable Preferred Conversion Price in effect conversion ratio determined pursuant to Section B.2(a) of this Article Fifth immediately prior to (1) in the consummation case of such Qualified Financing, effective upon, subject to, and concurrently withthe Subsequent Closing, the consummation of the Qualified Financing and Subsequent Closing, or (2) in accordance with the following order: (A) firstcase of the Additional Subsequent Closing, the shares close of Series C Preferred Stock held by such holder business on July 24, 2009, as applicable, effective upon (1) in an amount equal to such holder’s Applicable Portion shall be converted into shares the case of Common Stock at the Series C Preferred Conversion Price in effect immediately prior to Subsequent Closing, the consummation of such Qualified Financing; provided that if the aggregate number Subsequent Closing, or (2) in the case of shares of Series C Preferred Stock held by such holder is less than such holder’s Applicable Portion, then (B) secondthe Additional Subsequent Closing, the shares close of Series B Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portionbusiness on July 24, less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTH2009, shall be converted into shares of Common Stock at the Series B Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series B Preferred Stock held by such holder is less than such holder’s Applicable Portion less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTH, then (C) third, the shares of Series A Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) and Section 2(e)(vii)(1)(B) of this Article FOURTH, shall be converted into shares of Common Stock at the Series A Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series A Preferred Stock held by such holder is less than such holder’s Applicable Portion less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) and Section 2(e)(vii)(1)(B) of this Article FOURTH, then (D) fourth, the shares of Seed Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Section 2(e)(vii)(1)(A), Section 2(e)(vii)(1)(B) and Section 2(e)(vii)(1)(C) of this Article FOURTH, shall be converted into and exchanged for shares of Common Stock at the Seed Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing. No fractional shares of Common Stock to which any stockholder would otherwise be entitled resulting from such conversion and exchange shall be issued, but in lieu thereof, each stockholder of the Corporation who otherwise would be entitled to a fraction of a share of Common Stock upon such conversion, reclassification and exchange (except those stockholders who have agreed to waive such payment) shall be entitled to receive a cash payment equal to the product of such fractional interest multiplied by the Common Stock’s fair market value as determined in good faith by the Board of Directors of the Corporation as of the date of such conversion and exchangeapplicable. For purposes of determining this Section B.2(f), the number of shares of Designated Preferred Stock owned held by a holder, and for determining the number of Offered Securities (as defined below) a holder of Preferred Stock has purchased in a Qualified Financing, Note Holder shall include all shares of Designated Preferred Stock held by Affiliates (as defined belowin the Amended and Restated Note Purchase Agreement) of such holder shall be aggregated with such holder’s shares and all Offered Securities purchased by Affiliates . The conversion of such holder shall be aggregated with the Offered Securities purchased by such holder (provided that no shares or securities shall be attributed Designated Preferred pursuant to more than one entity or person within any such group of affiliated entities or persons). Notwithstanding the foregoing, the provisions of this Section 2(e)(vii)(1B.2(f) of this Article FOURTH shall not apply is referred to any shares of Preferred Stock held by the ▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇ Foundation at the time of as a Qualified Financing“Special Mandatory Conversion”.

Trigger Event. Subject to Section 2(e)(vii)(2), prior to a Qualified IPO or Deemed Liquidation, in In the event that any holder of shares of Designated Preferred Stock does not participate in who is also a Qualified Financing holder of 2008 Convertible Notes (as defined below) by purchasing in issued pursuant to the aggregate, in such Qualified Financing Second Amended and within the time period specified by the Corporation (provided that the Corporation has sent to each holder of Preferred Stock at least 10 days written notice of, and the opportunity to purchase its Pro Rata Amount Restated Note Purchase Agreement (as defined below) of(each, a “Note Holder”) does not purchase (together with its Affiliates, as defined in the Qualified FinancingSecond Amended and Restated Note Purchase Agreement) 100% of such Note Holder’s Subsequent Loan Amount, Additional Subsequent Loan Amount or Third Subsequent Loan Amount (each as defined in the Second Amended and Restated Note Purchase Agreement) at a Subsequent Closing, Additional Subsequent Closing or Third Subsequent Closing (each, as defined in the Second Amended and Restated Note Purchase Agreement), such holder’s Pro Rata Amountas applicable, then the Applicable Portion (as defined below) each share of the shares of Designated Preferred Stock held by such holder Note Holder shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at the applicable Preferred Conversion Price in effect conversion ratio determined pursuant to Section B.2(a) of this Article Fifth immediately prior to (1) in the consummation case of such Qualified Financing, effective upon, subject to, and concurrently withthe Subsequent Closing, the consummation of the Qualified Financing and Subsequent Closing, (2) in accordance with the following order: (A) firstcase of the Additional Subsequent Closing, the shares close of Series C Preferred Stock held by such holder business on July 24, 2009 or (3) in an amount equal to such holder’s Applicable Portion shall be converted into shares the case of Common Stock at the Series C Preferred Conversion Price Third Subsequent Closing, the close of business on January 22, 2010, as applicable, effective upon (1) in effect immediately prior to the case of the Subsequent Closing, the consummation of such Qualified Financing; provided that if the aggregate number Subsequent Closing, (2) in the case of shares of Series C Preferred Stock held by such holder is less than such holder’s Applicable Portion, then (B) secondthe Additional Subsequent Closing, the shares close of Series B Preferred Stock held by such holder business on July 24, 2009 or (3) in an amount equal to such holder’s Applicable Portion, less the number case of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTH, shall be converted into shares of Common Stock at the Series B Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series B Preferred Stock held by such holder is less than such holder’s Applicable Portion less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTH, then (C) thirdThird Subsequent Closing, the shares close of Series A Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portionbusiness on February 1, less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) and Section 2(e)(vii)(1)(B) of this Article FOURTH2010, shall be converted into shares of Common Stock at the Series A Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series A Preferred Stock held by such holder is less than such holder’s Applicable Portion less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) and Section 2(e)(vii)(1)(B) of this Article FOURTH, then (D) fourth, the shares of Seed Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Section 2(e)(vii)(1)(A), Section 2(e)(vii)(1)(B) and Section 2(e)(vii)(1)(C) of this Article FOURTH, shall be converted into and exchanged for shares of Common Stock at the Seed Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing. No fractional shares of Common Stock to which any stockholder would otherwise be entitled resulting from such conversion and exchange shall be issued, but in lieu thereof, each stockholder of the Corporation who otherwise would be entitled to a fraction of a share of Common Stock upon such conversion, reclassification and exchange (except those stockholders who have agreed to waive such payment) shall be entitled to receive a cash payment equal to the product of such fractional interest multiplied by the Common Stock’s fair market value as determined in good faith by the Board of Directors of the Corporation as of the date of such conversion and exchangeapplicable. For purposes of determining this Section B.2(f), the number of shares of Designated Preferred Stock owned held by a holder, and for determining the number of Offered Securities (as defined below) a holder of Preferred Stock has purchased in a Qualified Financing, Note Holder shall include all shares of Designated Preferred Stock held by Affiliates (as defined belowin the Second Amended and Restated Note Purchase Agreement) of such holder shall be aggregated with such holder’s shares and all Offered Securities purchased by Affiliates . The conversion of such holder shall be aggregated with the Offered Securities purchased by such holder (provided that no shares or securities shall be attributed Designated Preferred pursuant to more than one entity or person within any such group of affiliated entities or persons). Notwithstanding the foregoing, the provisions of this Section 2(e)(vii)(1B.2(f) of this Article FOURTH shall not apply is referred to any shares of Preferred Stock held by the ▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇ Foundation at the time of as a Qualified Financing“Special Mandatory Conversion”.

Trigger Event. Subject to Section 2(e)(vii)(2), prior to a Qualified IPO or Deemed Liquidation, in 2.4.1. In the event that any holder of shares of Preferred Stock does not participate in a Qualified Financing by December 31, 2014, the Milestone (as defined below) has not been achieved (a “Trigger Event”), then the Company agrees that the investment hereunder shall, retroactively at such time, be treated as if it was made at a Company pre-money valuation as at the Closing, on a Fully-Diluted Basis, of $80,000,000 (the “Trigger Valuation”), with the result being the increase (for no additional consideration) of the number of Purchased Shares and Warrants issued and granted to the Investors, retroactive to the Closing, to the numbers thereof as set forth on the Trigger Valuation sheet on the Capitalization Table. Such adjustment will, inter alia, be accomplished, upon such Trigger Event (unless otherwise required by purchasing the Lead Investor) (i) by (a) the issuance of Trigger Shares to the Investors and/or (b) a reduction (but, for the avoidance of doubt, in no such event any increase) of the Conversion Price applicable to the Initial Preferred E Shares, as set forth in the aggregateAmended Articles, to the Trigger Price, and (ii) in the case of the Warrant Shares, an increase in the Base Number under the Warrants to the number of Warrant Shares as set forth on the Trigger Valuation sheet on the Capitalization Table (which Warrant Share increase will be accompanied by a reduction of the Warrant Price, as set forth in the Warrants, and a reduction (but, for the avoidance of doubt, in no such Qualified Financing event any increase) of the Conversion Price applicable to the Warrant Shares, as set forth in the Amended Articles, to a price which is 20% more than the Conversion Price of the Preferred E Shares as adjusted in the context of such Trigger Event). The Company hereby represents and within warrants that, at the time period specified Trigger Valuation, (x) the Price Per Share would have been $171.946 (the “Trigger Price”) and (y) the Company’s post-Closing capitalization on a Fully-Diluted Basis would have been as set out in the Trigger Valuation sheet on the Capitalization Table. 2.4.2. All additional Preferred E Shares issued (if issued) pursuant to this Section 2.4 shall be issued free and clear of any and all Encumbrances, and shall collectively be referred herein as “Trigger Shares”. The Trigger Shares shall be issued without the payment of any additional consideration by the Corporation (provided that the Corporation has sent Investors and shall be deemed to each holder of Preferred Stock at least 10 days written notice ofbe Purchased Shares, and the opportunity Investment Amount shall be deemed to purchase its Pro Rata Amount (as defined below) of, be allocated between the Qualified Financing), such holder’s Pro Rata Amount, then Trigger Shares and all Preferred E Shares issued to the Applicable Portion (as defined below) of the shares of Preferred Stock held by such holder shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock Investors at the applicable Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing, effective upon, subject to, and concurrently with, the consummation of the Qualified Financing and in accordance with the following order: (A) first, the shares of Series C Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion shall be converted into shares of Common Stock at the Series C Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series C Preferred Stock held by such holder is less than such holder’s Applicable Portion, then (B) second, the shares of Series B Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTH, shall be converted into shares of Common Stock at the Series B Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series B Preferred Stock held by such holder is less than such holder’s Applicable Portion less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTH, then (C) third, the shares of Series A Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) and Section 2(e)(vii)(1)(B) of this Article FOURTH, shall be converted into shares of Common Stock at the Series A Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series A Preferred Stock held by such holder is less than such holder’s Applicable Portion less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) and Section 2(e)(vii)(1)(B) of this Article FOURTH, then (D) fourth, the shares of Seed Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Section 2(e)(vii)(1)(A), Section 2(e)(vii)(1)(B) and Section 2(e)(vii)(1)(C) of this Article FOURTH, shall be converted into and exchanged for shares of Common Stock at the Seed Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing. No fractional shares of Common Stock to which any stockholder would otherwise be entitled resulting from such conversion and exchange shall be issued, but in lieu thereof, each stockholder of the Corporation who otherwise would be entitled to a fraction of a share of Common Stock upon such conversion, reclassification and exchange (except those stockholders who have agreed to waive such payment) shall be entitled to receive a cash payment equal to the product of such fractional interest multiplied by the Common Stock’s fair market value as determined in good faith by the Board of Directors of the Corporation as of the date of such conversion and exchange. For purposes of determining the number of shares of Preferred Stock owned by a holder, and for determining the number of Offered Securities (as defined below) a holder of Preferred Stock has purchased in a Qualified Financing, all shares of Preferred Stock held by Affiliates (as defined below) of such holder shall be aggregated with such holder’s shares and all Offered Securities purchased by Affiliates of such holder shall be aggregated with the Offered Securities purchased by such holder (provided that no shares or securities shall be attributed to more than one entity or person within any such group of affiliated entities or persons). Notwithstanding the foregoing, the provisions of this Section 2(e)(vii)(1) of this Article FOURTH shall not apply to any shares of Preferred Stock held by the ▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇ Foundation at the time of a Qualified FinancingClosing.

Trigger Event. Subject to Section 2(e)(vii)(2), prior to a Qualified IPO or Deemed Liquidation, in In the event that any holder of shares of Designated Preferred Stock does not participate in who is also a Qualified Financing holder of Outstanding Convertible Notes (as defined below) by purchasing in issued pursuant to the aggregate, in such Qualified Financing Fourth Amended and within the time period specified by the Corporation (provided that the Corporation has sent to each holder of Preferred Stock at least 10 days written notice of, and the opportunity to purchase its Pro Rata Amount Restated Note Purchase Agreement (as defined below) ofat any closing thereunder (each, a “Note Holder”) does not purchase (together with its Affiliates, as defined in the Qualified FinancingFourth Amended and Restated Note Purchase Agreement) 100% of such Note Holder’s Sixth Subsequent Loan Amount or Seventh Subsequent Loan Amount (each as defined in the Fourth Amended and Restated Note Purchase Agreement) at a Sixth Subsequent Closing or Seventh Subsequent Closing (each as defined in the Fourth Amended and Restated Note Purchase Agreement), such holder’s Pro Rata Amount, then the Applicable Portion (as defined below) each share of the shares of Designated Preferred Stock held by such holder Note Holder shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at the applicable Preferred Conversion Price in effect conversion ratio determined pursuant to Section B.2(a) of this Article Fifth immediately prior to (1) in the consummation case of such Qualified Financing, effective upon, subject to, and concurrently withthe Sixth Subsequent Closing, the consummation of the Qualified Financing and Sixth Subsequent Closing or (2) in accordance with the following order: (A) firstcase of the Seventh Subsequent Closing, the shares of Series C Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion shall be converted into shares of Common Stock at the Series C Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number Seventh Subsequent Closing, as applicable, effective upon (1) in the case of shares of Series C Preferred Stock held by such holder is less than such holder’s Applicable Portion, then (B) secondthe Sixth Subsequent Closing, the shares close of Series B Preferred Stock held by such holder business on the first businesses day after the Sixth Subsequent Closing Date (as defined in an amount equal to such holder’s Applicable Portion, less the number Fourth Amended and Restated Note Purchase Agreement) or (2) in the case of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTH, shall be converted into shares of Common Stock at the Series B Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series B Preferred Stock held by such holder is less than such holder’s Applicable Portion less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTH, then (C) thirdSeventh Subsequent Closing, the shares close of Series A Preferred Stock held by such holder business on the first business day after the Seventh Subsequent Closing Date (as defined in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) Fourth Amended and Section 2(e)(vii)(1)(B) of this Article FOURTH, shall be converted into shares of Common Stock at the Series A Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series A Preferred Stock held by such holder is less than such holder’s Applicable Portion less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) and Section 2(e)(vii)(1)(B) of this Article FOURTH, then (D) fourth, the shares of Seed Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Section 2(e)(vii)(1)(ARestated Note Purchase Agreement), Section 2(e)(vii)(1)(B) and Section 2(e)(vii)(1)(C) of this Article FOURTH, shall be converted into and exchanged for shares of Common Stock at the Seed Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing. No fractional shares of Common Stock to which any stockholder would otherwise be entitled resulting from such conversion and exchange shall be issued, but in lieu thereof, each stockholder of the Corporation who otherwise would be entitled to a fraction of a share of Common Stock upon such conversion, reclassification and exchange (except those stockholders who have agreed to waive such payment) shall be entitled to receive a cash payment equal to the product of such fractional interest multiplied by the Common Stock’s fair market value as determined in good faith by the Board of Directors of the Corporation as of the date of such conversion and exchangeapplicable. For purposes of determining this Section B.2(f), the number of shares of Designated Preferred Stock owned held by a holder, and for determining the number of Offered Securities (as defined below) a holder of Preferred Stock has purchased in a Qualified Financing, Note Holder shall include all shares of Designated Preferred Stock held by Affiliates (as defined belowin the Fourth Amended and Restated Note Purchase Agreement) of such holder shall be aggregated with such holder’s shares and all Offered Securities purchased by Affiliates . The conversion of such holder shall be aggregated with the Offered Securities purchased by such holder (provided that no shares or securities shall be attributed Designated Preferred pursuant to more than one entity or person within any such group of affiliated entities or persons). Notwithstanding the foregoing, the provisions of this Section 2(e)(vii)(1B.2(f) of this Article FOURTH shall not apply is referred to any shares of Preferred Stock held by the ▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇ Foundation at the time of as a Qualified Financing“Special Mandatory Conversion.”

Trigger Event. Subject to Section 2(e)(vii)(2)In the event that, prior to a Qualified IPO or Deemed Liquidationthe close of business on September 30, in the event that any holder of shares of Preferred Stock does not participate in a Qualified Financing (as defined below) by purchasing in the aggregate, in such Qualified Financing and within the time period specified by the Corporation (provided that the Corporation has sent to each holder of Preferred Stock at least 10 days written notice of, and the opportunity to purchase its Pro Rata Amount (as defined below) of, the Qualified Financing), such holder’s Pro Rata Amount, then the Applicable Portion (as defined below) of the shares of Preferred Stock held by such holder shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at the applicable Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing, effective upon, subject to, and concurrently with2015, the consummation of the Qualified Financing and Company's initial public offering of its shares in accordance the United States (an "IPO") reflecting a Company pre-money valuation of at least $150 million, has not occurred (a "Trigger Event"), then the Company agrees that the Investment hereunder shall, at such time, be treated as if it was made at a Company pre-money valuation as at the Closing, on a Fully-Diluted Basis, of $75,000,000 (the "Trigger Valuation"), with the following order: result being (Awithout derogating from any other rights of the Investors) first, the shares increase of Series C Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion shall be converted into shares of Common Stock at the Series C Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series C Preferred Stock held by such holder is less than such holder’s Applicable Portion, then (B) second, the shares of Series B Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant Investors Shares and Warrants issued and granted to Section 2(e)(vii)(1)(A) the Investors, and the increase of this Article FOURTHthe ESOP Increase, shall all retroactive to the Closing, to the numbers thereof as set forth on the Trigger Valuation sheet on the Capitalization Table. Such adjustment will, inter alia, be converted into shares of Common Stock accomplished at such time (at the Series B Preferred Company's discretion, with the consent of the Lead Investor, not to be unreasonably withheld) (1) in the case of the Investors Shares, (i) by a reduction of the Conversion Price in effect immediately prior Prices applicable to the consummation Preferred A Shares, as set forth in the Amended AOA, or (ii) by both the issuance of additional Preferred A Shares to each Investor (pro rata to such Qualified Financing; provided that if the aggregate Investor's number of shares Investors Shares), and the decrease of Series B Preferred Stock held by the Price Per Share retroactive to the Closing, to reflect such holder is less than such holder’s Applicable Portion less Trigger Valuation, and (2) in the case of the Warrant Shares, both (i) an increase in the Base Number (as defined in the Warrants) as of the Closing to the number of shares converted pursuant to Section 2(e)(vii)(1)(AWarrant Shares as set forth on the Trigger Valuation sheet on the Capitalization Table and (ii) a reduction of this Article FOURTHthe Warrant Price, then (C) thirdas set forth in the Warrants, with the intent that, as a result of such adjustments, the shares aggregate exercise price of Series A Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portionthe Warrants shall remain the same. The Company hereby represents and warrants that, less at the number of shares converted pursuant to Section 2(e)(vii)(1)(ATrigger Valuation, (a) the Price Per Share would have been US$5.28 (the "Trigger Price") and Section 2(e)(vii)(1)(B(b) of this Article FOURTH, shall be converted into shares of Common Stock at the Series A Preferred Conversion Price Company's post-Closing capitalization on a fully-diluted basis would have been as set out in effect immediately prior to the consummation of such Qualified Financing; provided that if Trigger Valuation sheet on the aggregate number of shares of Series A Preferred Stock held by such holder is less than such holder’s Applicable Portion less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) and Section 2(e)(vii)(1)(B) of this Article FOURTH, then (D) fourth, the shares of Seed Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Section 2(e)(vii)(1)(A), Section 2(e)(vii)(1)(B) and Section 2(e)(vii)(1)(C) of this Article FOURTH, shall be converted into and exchanged for shares of Common Stock at the Seed Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing. No fractional shares of Common Stock to which any stockholder would otherwise be entitled resulting from such conversion and exchange shall be issued, but in lieu thereof, each stockholder of the Corporation who otherwise would be entitled to a fraction of a share of Common Stock upon such conversion, reclassification and exchange (except those stockholders who have agreed to waive such payment) shall be entitled to receive a cash payment equal to the product of such fractional interest multiplied by the Common Stock’s fair market value as determined in good faith by the Board of Directors of the Corporation as of the date of such conversion and exchange. For purposes of determining the number of shares of Preferred Stock owned by a holder, and for determining the number of Offered Securities (as defined below) a holder of Preferred Stock has purchased in a Qualified Financing, all shares of Preferred Stock held by Affiliates (as defined below) of such holder shall be aggregated with such holder’s shares and all Offered Securities purchased by Affiliates of such holder shall be aggregated with the Offered Securities purchased by such holder (provided that no shares or securities shall be attributed to more than one entity or person within any such group of affiliated entities or persons). Notwithstanding the foregoing, the provisions of this Section 2(e)(vii)(1) of this Article FOURTH shall not apply to any shares of Preferred Stock held by the ▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇ Foundation at the time of a Qualified FinancingCapitalization Table.