Tier Allocation definition

Tier Allocation means, with respect to any Conversion of Preferred Shares, an allocation of the Stated Value of the Preferred Shares being converted such that (a) fifty percent (50%) of such Stated Value is converted at the Tier 1 Fixed Conversion Price, (b) twenty-five percent (25%) of such Stated Value is converted at the Tier 2 Fixed Conversion Price, and (c) twenty-five percent (25%) of such Stated Value is converted at the Tier 3 Fixed Conversion Price.