Common use of Mechanics of Conversion Clause in Contracts

Mechanics of Conversion. (1) Before any holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice to the Company of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1a) Before Not later than three (3) Trading Days after any holder of Preferred Shares Conversion Date, the Maker or its designated transfer agent, as applicable, shall be entitled to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office issue and shall give written notice deliver to the Depository Trust Company of (“DTC”) account on the election to convert Holder’s behalf via the same Deposit Withdrawal Agent Commission System (or any part thereof“DWAC”) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled Conversion Notice, registered in which case conversion shall take effect on such other date the name of the Holder or when such conditions have been fulfilledits designee, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder the Holder shall be entitled as aforesaidentitled. Such conversion In the alternative, not later than three (3) Trading Days after any Conversion Date, the Maker shall deliver to the applicable Holder by express courier a certificate or certificates which shall be deemed to have been made immediately prior free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of this Note (the “Delivery Date”). Notwithstanding the foregoing to the close of business contrary, the Maker or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on the date Holder’s behalf via DWAC (or certificates free of restrictive legends) if such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPOsale and the Holder has complied with the applicable prospectus delivery requirements (as evidenced by documentation furnished to and reasonably satisfactory to the Maker) or such shares may be sold pursuant to Rule 144 (without restriction as to volume). If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the conversion mayHolder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, at the option of any holder tendering Preferred Shares for to rescind such conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until their respective positions immediately prior to the closing delivery of such sale notice of securities. In revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered date notice of rescission is given to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesMaker.

Mechanics of Conversion. (1) Before any holder of Series B-1 Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock pursuant to this Section 5, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed in blank, at the Office office of the Corporation or of any transfer agent for the Series B-1 Preferred Stock, and shall give written notice by mail, postage prepaid, to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names (so long as such certificate is in the name of any nominee for such the holder or an affiliate of the holder) in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series B-1 Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B-1 Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Series B-1 Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares Common Stock issuable upon such conversion of the Series B-1 Preferred Shares Stock shall not be deemed to have converted such Series B-1 Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of Flash Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board. For such purpose, all shares of Flash Preferred held by each holder of Flash Preferred shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Flash Preferred Shares shall be entitled to convert the same into Ordinary Shares full shares of Common Stock, and to receive certificates therefor, such holder shall either (A) surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Flash Preferred or (B) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shallsame; provided, as soon as practicable thereafter unless such notice states however, that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of an Automatic Conversion Event, the outstanding shares of Flash Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as converted automatically without any further action by the record holder or holders of such Ordinary Shares as of shares and whether or not the certificates representing such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior shares are surrendered to the closing of such sale of securities. In the event Corporation or its transfer agent; provided further, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common Stock issuable upon such conversionAutomatic Conversion Event unless either the certificates evidencing such shares of Flash Preferred are delivered to the Corporation or its transfer agent as provided above, unless or the holder of such Preferred Shares notifies the Company in writing Corporation or its transfer agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Flash Preferred shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Flash Preferred shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Flash Preferred, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares full shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed for transfer or with duly executed stock transfer powers sufficient to permit transfer attached, at the Office office of the Corporation or of any transfer agent for the Preferred Stock (or such holder shall notify the Corporation or any transfer agent that such certificates have been lost, stolen or destroyed and shall execute an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith), and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein such holder’s name or the name or names of any nominee for such holder’s nominees in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. No fractional shares of Common Stock shall be issued upon conversion of the Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price. The Company Corporation shall promptly pay in cash or, to the extent sufficient funds are not then legally available therefor, in Common Stock (at the Common Stock’s fair market value determined by the Board as of the date of such conversion), any declared and unpaid dividends on the shares of Preferred Stock being converted. The Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the such holder’s nominee or nominees of such holdernominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share. Such Except as set forth in the second paragraph of Section 3(c), such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the certificates for the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such shares of Common Stock, the holder shall surrender the certificate or certificates therefor certificate(s) therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the Preferred Stock and shall give written notice to this corporation at such office that the Company of the election holder elects to convert the same (or any part thereofexcept that no such written notice of election to convert shall be necessary in the event of an automatic conversion pursuant to Section 4(b) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedhereof). The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates Stock certificate(s) for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified converted (except that in the notice case of an automatic conversion pursuant to Section 4(b)(i) hereof such conversion shall be deemed to have been fulfilled made immediately prior to the closing of the offering referred to in Section 4(b)(i)) or in the case of an automatic conversion pursuant to Section 4(b)(ii) hereof, immediately prior to the close of business on the date of the election referred to in Section 4(b)(ii) and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPOan underwritten public offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering such Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) any persons entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder full shares of Common Stock, and to receive certificates therefor, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company of the election Corporation at such office that he elects to convert the same (or any part thereof) and shall state therein same; provided, however, that on the name or names date of any nominee for such holder in which an Automatic Conversion Event, the certificate or certificates for outstanding shares of Ordinary Shares Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided further, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such Automatic Conversion Event unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Stock shall be deemed to be issuedthe holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder. The Company Corporation shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any later date delivery, or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on after such other date or when such conditions have been fulfilledagreement and indemnification, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderStock, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder he shall be entitled as aforesaidaforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If ; provided, however, that if the conversion is in connection with a QIPO, an underwritten offer of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares Common Stock issuable upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such the sale of such securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any Each holder of Series A Preferred, Series B Preferred Shares shall be entitled or Series C Preferred who desires to convert the same into Ordinary Shares such holder shares of Common Stock pursuant to this Section 4 shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred, and shall give written notice to the Company of the election at such office that such holder elects to convert the same (or any part thereof) and same. Such notice shall state therein the name or names number of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedSeries A Preferred, Series B Preferred and Series C Preferred being converted. The Thereupon, the Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, promptly issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder is entitled and shall be entitled promptly pay (i) in cash or, to the extent sufficient funds are not then legally available therefor, in Common Stock (at the Common Stock's fair market value determined by the Board of Directors as aforesaidof the date of such conversion), any declared and unpaid dividends on the shares of Series A Preferred, Series B Preferred and Series C Preferred being converted and (ii) in cash (at the Common Stock's fair market value determined by the Board of Directors as of the date of conversion) the value of any fractional share of Common Stock otherwise issuable to any holder of Series A Preferred, Series B Preferred and Series C Preferred, as applicable. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series A Preferred, Series B Preferred Shares and Series C Preferred to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act of 1933, the conversion may, at the option of any holder tendering Series A Preferred, Series B Preferred Shares or Series C Preferred for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Series A Preferred, Series B Preferred Shares or Series C Preferred shall not be deemed to have converted such Series A Preferred, Series B Preferred Shares or Series C Preferred until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder full shares of Common Stock, and to receive certificates therefor, he shall either surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock, or notify the Corporation or its transfer agent that such certificate or certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificate or certificates, and shall give written notice to the Company of the election Corporation at such office that he elects to convert the same (or any part thereof) and shall state therein same; provided, however, that on the name or names date of any nominee for such holder in which an Automatic Conversion Event, the certificate or certificates for outstanding shares of Ordinary Shares Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided further, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such Automatic Conversion Event unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Stock shall be deemed to be issuedthe holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder. The Company Corporation shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any later date delivery, or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on after such other date or when such conditions have been fulfilledagreement and indemnification, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderStock, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder he shall be entitled as aforesaidaforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If ; provided, however, that if the conversion is in connection with a QIPO, an underwritten offer of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares Common Stock issuable upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such the sale of such securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon any conversion of the principal indebtedness evidenced by the provisions of this Note. In lieu of any fractional shares to which Payee would otherwise be entitled, S2C shall pay Payee cash in the amount equal to the Conversion Price for such fractional shares. Before any holder of Preferred Shares Payee shall be entitled to convert the same indebtedness evidenced by the provisions of this Note into Ordinary Shares such holder shares of Common Stock and to receive certificates therefore, Payee shall surrender the certificate or certificates therefor original copy of this Note, duly endorsed and cancelled, at the Office and office of S2C. S2C shall give written notice not be obligated to issue certificates evidencing the Company of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are Common Stock issuable upon mandatory conversion (described directly below) unless the original endorsed and cancelled original copy of this Note is either delivered to be issuedS2C, as specified above, or Payee notifies S2C that such original copy of this Note has been lost, stolen or destroyed and executes an agreement satisfactory to S2C to indemnify S2C from any loss incurred by S2C in connection with such original copy of this Note. The Company S2C shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any delivery of an original copy of this Note, or such agreement and indemnification but in no case later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on than 60 (60) days from such other date or when such conditions have been fulfilleddelivery, issue and deliver or cause to be issued and delivered at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderPayee, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder Payee shall be entitled and a check payable to Payee in the amount of any cash amounts payable as aforesaida result of the conversion into fractional shares of Common Stock. Such In the case of any mandatory conversion pursuant to this Note, such conversion shall be deemed to have been made immediately prior to the close of business on upon the date of that the S2C’s stock transfer agent is notified in writing that such surrender of transfer is to take place; however, such written notification will be provided to S2C’s stock transfer agent no later than sixty (60) days after the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in event causing the notice have been fulfilled and the conversion. The person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon any such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled converted and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any 6.3.1 In order for a holder of Preferred Shares shall be entitled to convert the same shares of Series B Preferred Stock into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor for such shares of Series B Preferred Stock at the Office and shall give office of the transfer agent for such shares (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to the Company convert all or any number of the election to convert shares of the same (Series B Preferred Stock represented by such certificate or any part thereof) and certificates. Such notice shall state therein the such holder's name or the names of any nominee for the nominees in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his or her or its attorney-in-fact duly authorized in writing. The Company date of receipt of such certificates and notice by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) shall be the conversion date (the "Conversion Date"). The Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in after the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledConversion Date, issue and deliver at such office to such holder of shares of Series B Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee his or nominees of such holderher or its nominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidentitled, together with cash in lieu of any fraction of a share. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If Other than as set forth in Section 7 below, if the conversion is in connection with a QIPOan underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended (the "Securities Act"), the conversion may, at the option of any holder tendering shares of Series B Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, offering in which event the person(s) person entitled to receive the Ordinary Shares Common Stock issuable upon such conversion of the shares of Series B Preferred Shares Stock shall not be deemed to have converted such shares of Series B Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office headquarters of the Corporation or of any transfer agent for the Corporation and shall give written notice to the Company of Corporation at such office that the election holder elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issuedissued (except that no such written notice of election to convert shall be necessary in the event of an automatic conversion pursuant to Section 4(b) hereof). The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder he shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified converted (except that in the notice case of an automatic conversion pursuant to Section 4(b) hereof such conversion shall be deemed to have been fulfilled made immediately prior to the effectiveness of the written consent or the closing of the offering referred to in Section 4(b)) and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If Upon the conversion is occurrence of either of the events specified in connection with a QIPOSection 4(b) above, the conversion may, at outstanding shares of Preferred Stock shall be converted automatically without any further action by the option holders of any holder tendering Preferred Shares for conversion, be conditioned upon such shares and whether or not the closing with the underwriter of the sale of securities pursuant to certificates representing such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior shares are surrendered to the closing of such sale of securities. In the event Corporation or its transfer agent; provided, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common Stock issuable upon such conversion, conversion unless the certificates evidencing such shares of Preferred Stock are either delivered to the Corporation or its transfer agent as provided above, or the holder of such Preferred Shares notifies the Company in writing Corporation or its transfer agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Series A ----------------------- Preferred Shares Stock or Series B Preferred Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the particular series of Preferred Stock, and shall give written notice by mail, postage prepaid, to the Company this corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series A Preferred SharesStock and/or Series B Preferred Stock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Shares Stock and/or Series B Preferred Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offer of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A Preferred Shares Stock and/or Series B Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares Common Stock issuable upon such conversion of the Series A Preferred Shares Stock and/or Series B Preferred Stock shall not be deemed to have converted such Series A Preferred Shares Stock and/or Series B Preferred Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares shall be entitled to convert the same receive certificates representing Common Shares into Ordinary which Preferred Shares are converted pursuant to this Section 4.03 (if any), such holder shall surrender the certificate or certificates therefor (if any), duly endorsed, at the Office principal office of the LLC or of any transfer agent for the Preferred Shares (or such holder notifies the LLC that such certificates have been lost, stolen or destroyed and such holder executes an agreement to indemnify the LLC from any loss incurred by it in connection with such certificates), and shall give written notice to the Company LLC at such office of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Common Shares (if any) are to be issued. The Company LLC shall, as soon as practicable thereafter unless such notice states that and in no event later than ten (10) days after (x) if Preferred Shares are certificated, the delivery date of said certificates to the LLC, or (y) if Preferred Shares are not certificated, the effective conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledof said Preferred Shares: (i) if Common Shares are certificated, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Common Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close ; (ii) pay in cash such amount as provided in Section 4.03(f) in lieu of business any fraction of a Common Share otherwise issuable upon such conversion; and (iii) pay any unpaid distributions on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the . The person or persons entitled to receive the Ordinary Common Shares issuable upon such conversion pursuant to this Section 4.03 shall be treated for all purposes as the record holder or holders of such Ordinary Common Shares as of the effective date of such dateconversion. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, offering in which event the person(s) entitled to receive the Ordinary Common Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any The holder of any Preferred Shares shall be entitled Units may exercise the conversion rights described in this Section 9.1 as to convert the same into Ordinary Shares all of such holder shall surrender the certificate Preferred Units or certificates therefor at the Office and shall give written notice any part thereof by delivering to the Company during regular business hours, at the office of any transfer agent of the election to convert Company for the same Preferred Units, or at the principal office of the Company or at such other place as may be designated by the Company, (or i) if any part thereof) and shall state therein the name or names of any nominee for such holder in which Preferred Units are certificated, the certificate or certificates for shares the Preferred Units to be converted, duly endorsed for transfer to the Company or accompanied by a written instrument or instruments of Ordinary Shares transfer, accompanied by written notice stating that the holder elects to convert all or a number of such Units represented by the certificate or certificates or (ii) if such Preferred Units are uncertificated, a written notice stating that the holder elects to convert all or a number of such Preferred Units held by such holder. Any such notice referenced in the foregoing clauses (i) or (ii) shall also state such holder’s name or the names of the nominees in which such holder wishes the Class A Common Units (and, if such Preferred Units are certificated, the certificates representing such Class A Common Units) to be issued. The Company shallConversion shall be deemed to have been effected on the date when such delivery is made, and such date is referred to herein as soon the “Conversion Date.” As promptly as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion Company shall take effect on such other date or when such conditions have been fulfilled, issue and deliver to such holder, (x) if such converted Preferred Units were certificated immediately prior to conversion, at such office to such holder of Preferred Shares, or subject to other place designated by the transfer restrictions contained in these Articles to the nominee or nominees of such holderCompany, a certificate or certificates for the full number of shares of Ordinary Shares Class A Common Units to which such holder shall be is entitled (y) if such converted Preferred Units were uncertificated immediately prior to conversion, at such office or other place designated by the Company, a membership transfer ledger (or similar official Company records) or a certificate signed by an Officer evidencing the issuance to such holder of the full number of Class A Common Units to which such holder is entitled, and (z) a check for cash with respect to any fractional Common Unit as aforesaidprovided in Section 9.1(c) below. Such conversion The holder of such converted Preferred Units shall be deemed to have been made become a holder of record of such converted Preferred Units on the applicable Conversion Date, and the books and records of the Company shall be updated to reflect the same. If such converted Preferred Units were certificated immediately prior to the close conversion, then upon conversion of business on the date of such surrender only a portion of the shares number of Series A Preferred Shares to be convertedUnits, Series B Preferred Units or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated Series C Preferred Units represented by a certificate surrendered for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPOconversion, the conversion mayCompany shall issue and deliver to the holder of the certificate so surrendered for conversion, at the option expense of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then a new certificate covering the Company shall not be obligated to issue any certificate(s) number of Series A Preferred Units, Series B Preferred Units or Series C Preferred Units, as applicable, representing the Ordinary Shares issued upon such conversion, unless unconverted portion of the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatescertificate so surrendered.

Mechanics of Conversion. (1) Before any holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this Corporation or of any transfer agent for the Preferred, and shall give written notice to the Company this Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesPreferred, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Shares for conversion, unless otherwise designated by the holder, will be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for such Preferred Stock, and shall give written notice to the Company this corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any Each holder of Series D Preferred Shares shall be entitled Stock that desires to convert the same into Ordinary Shares such holder shares of Common Stock shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office and shall give principal office of the Company or of any transfer agent for the Series D Preferred Stock or Common Stock, accompanied by written notice to the Company of the election that such holder elects to convert the same (or any part thereof) and shall state stating therein the number of shares of Series D Preferred Stock being converted, and setting forth the name or names of any nominee for in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issuedissued if such name or names shall be different than that of such holder. The Thereupon, the Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office on not later than the fifth Business Day thereafter (unless such conversion is in connection with an underwritten public offering of Common Stock, in which event concurrently with such conversion) to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of on such holder's written order, (i) a certificate or certificates for the number of validly issued, fully paid and nonassessable full shares of Ordinary Shares Common Stock to which such holder shall be is entitled as aforesaidand (ii) if less than the full number of shares of Series D Preferred Stock evidenced by the surrendered certificate or certificates are being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares converted. Such Each conversion shall be deemed to have been made effected immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be convertedconverted so that the rights of the holder thereof as to the shares being converted shall cease at such time except for the right to receive shares of Common Stock and if the holder of the shares being so converted shall have elected to receive dividends subsequent to such conversion, or on any later date or when any conditions specified all accrued and unpaid dividends in the notice have been fulfilled accordance herewith, and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock at such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatestime.

Mechanics of Conversion. (1) Before any holder of Series A ----------------------- Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice by mail, postage prepaid, to the Company this corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series A Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offer of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares Common Stock issuable upon such conversion of the Series A Preferred Shares Stock, shall not be deemed to have converted such Series A Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1i) Before any holder of Preferred Shares shall be entitled In order to convert shares of Series A Preferred Stock into shares of Common Stock in accordance with this Section 5, the same into Ordinary Shares holder shall (A) in the event of a conversion pursuant to Subsection 5(a)(i)(B) or Subsection 5(b) (an “Elective Conversion”), provide written notice to the Company that such holder shall elects to convert all or any number of the shares represented by such certificate or certificates and the date of conversion which notice, if notice is provided after , 2013, must be received by the Company at least sixty (60) days prior to the date selected by the holder for conversion (the “Conversion Notice”), (B) surrender the certificate or certificates therefor for such shares of Series A Preferred Stock at the Office and shall give written notice to office of the transfer agent (or at the principal office of the Company if the Company serves as its own transfer agent), and (C) state in writing such holder’s name or the names of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for nominees in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. If required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or his or its attorney duly authorized in writing. The conversion date shall be the date for conversion specified in the Conversion Notice in the case of an Elective Conversion or in any other case on the date of receipt of such certificates by the transfer agent or the Company following the occurrence of the event (other than an Elective Conversion) giving rise to conversion. The Company shall, as soon as practicable thereafter unless such notice states that after the conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilleddate, issue and deliver at such office to such holder of Preferred Sharesholder, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderhis nominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled entitled, together with cash in lieu of any fraction of a share and, except as aforesaid. Such conversion shall be deemed to have been made immediately provided in Section 2(c), cash in the amount of any Accrued Dividends (through the date one day prior to the close date the shares of business on the date of such surrender Series A Preferred Stock were converted) payable in respect of the shares of Series A Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities Stock converted pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesthis Section 5.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares full shares of Common Stock, and to receive certificates therefor, such holder shall either (A) surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Company of the election Corporation at such office that he elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shallsame; provided, as soon as practicable thereafter unless such notice states however, that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of an Automatic Conversion Event, the outstanding shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion Stock shall be treated for all purposes as converted automatically without any further action by the record holder or holders of such Ordinary Shares as of shares and whether or not the certificates representing such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior shares are surrendered to the closing of such sale of securities. In the event Corporation or its transfer agent; provided further, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common Stock issuable upon such conversionAutomatic Conversion Event unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, unless or the holder of such Preferred Shares notifies the Company in writing Corporation or its transfer agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company this Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Shares for conversion, unless otherwise designated by the holder, will be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he or she shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the Preferred Stock, and shall give a written notice to the Company this corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act of 1933, the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Series A Preferred Shares ----------------------- Stock or Series B Preferred Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the particular series of Preferred Stock, and shall give written notice by mail, postage prepaid, to the Company this corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series A Preferred SharesStock and/or Series B Preferred Stock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Shares Stock and/or Series B Preferred Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offer of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A Preferred Shares Stock and/or Series B Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares Common Stock issuable upon such conversion of the Series A Preferred Shares Stock and/or Series B Preferred Stock shall not be deemed to have converted such Series A Preferred Shares Stock and/or Series B Preferred Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) No fractional Common Units shall be issued upon conversion of Preferred Units. In lieu of any fractional Common Units to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then fair market value of a Common Unit as determined by the Board of Managers. For such purpose, all Preferred Units held by each Member holding Preferred Units shall be aggregated, and any resulting fractional Common Units shall be paid in cash. Before any holder of Member holding Preferred Shares Units shall be entitled to convert the same into Ordinary Shares such holder full Common Units, and to receive certificates therefor, he shall either (A) surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company or of any transfer agent for the Preferred Units or (B) notify the Company or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates, and shall give written notice to the Company of the election at such office that he elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shallsame; provided, as soon as practicable thereafter unless such notice states however, that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of an Automatic Conversion Event, the shares of outstanding Preferred Shares to be convertedUnits or series thereof, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion as applicable, shall be treated for all purposes as converted automatically without any further action by the record holder or holders of such Ordinary Shares as of such date. If Preferred Units and whether or not the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted certificates representing such Preferred Shares until immediately prior Units are surrendered to the closing of such sale of securities. In the event Company or its transfer agent; provided further, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued Common Units issuable upon such conversion, Automatic Conversion Event unless either the holder of certificates evidencing such Preferred Shares Units or series thereof, as applicable, are delivered to the Company or its transfer agent as provided above, or the Member holding such Preferred Units notifies the Company in writing or its transfer agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of Preferred Units shall be deemed to be the holder of record of the Common Units issuable upon such conversion, notwithstanding that the certificates representing such Preferred Units shall not have been surrendered at the office of the Company, that notice from the Company shall not have been received by any holder of record of Preferred Units, or that the certificates evidencing such Common Units shall not then be actually delivered to such holder. The Company shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such Member holding Preferred Units, a certificate or certificates for the number of Common Units to which such Member shall be entitled as aforesaid and a check payable to the Member in the amount of any cash amounts payable as the result of a conversion into fractional Common Units, plus any declared and unpaid Distributions on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Preferred Units to be converted, and the person or persons entitled to receive the Common Units issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Units on such date; provided, however, that if the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act or a merger, sale, financing, or liquidation of the Company or other event, the conversion may, at the option of any Member tendering Preferred Units for conversion, be conditioned upon the closing of such transaction or upon the occurrence of such event, in which case the person(s) entitled to receive the Common Units issuable upon such conversion of the Preferred Units shall not be deemed to have converted such Preferred Units until immediately prior to the closing of such transaction or the occurrence of such event.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such shares of Common Stock, the holder shall surrender the certificate or certificates therefor certificate(s) therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the Preferred Stock and shall give written notice to this corporation at such office that the Company of the election holder elects to convert the same (or any part thereofexcept that no such written notice of election to convert shall be necessary in the event of an automatic conversion pursuant to Section 4(b) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedhereof). The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates Stock certificate(s) for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified converted (except that in the notice case of an automatic conversion pursuant to Section 4(b)(i) hereof such conversion shall be deemed to have been fulfilled made immediately prior to the closing of the offering referred to in Section 4(b)(i)) or in the case of an automatic conversion pursuant to Section 4(b)(ii) hereof, immediately prior to the close of business on the date of the election referred to in Section 4(b)(ii) and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, an underwritten public offering of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering such Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) any persons entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then-fair market value of a share of Common Stock as determined by the Board. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock that the holder is holding and converting into Common Stock at the time of such conversion and the aggregate number of shares of Common Stock issuable upon such conversion. Before any holder of certificated Preferred Shares Stock (if any) shall be entitled to convert the same into Ordinary Shares full shares of Common Stock, such holder shall either (i) surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock or (ii) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shallsame; provided, as soon as practicable thereafter unless such notice states however, that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of an Automatic Conversion Event, such surrender of the outstanding shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion Stock shall be treated for all purposes as converted automatically without any further action by the record holder or holders of such Ordinary Shares as of shares and whether or not the certificates representing such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior shares are surrendered to the closing of such sale of securities. In the event Corporation or its transfer agent; provided further, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common Stock issuable upon such conversionAutomatic Conversion Event (if such shares are certificated), unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder of such Preferred Shares notifies the Company in writing Corporation or its transfer agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock (if such shares are certificated) shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Preferred Stock, or that the certificates evidencing such shares of Common Stock (if such shares are certificated) shall not then be actually delivered to such holder.

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

Mechanics of Conversion. (1) Before any holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice to the Company of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any *** conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1i) Before any holder of Preferred Shares In order to exercise its rights pursuant to this subsection 4.1, the Holder shall be entitled to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give deliver written notice to the Company in the form of EXHIBIT 2 to this Note stating that such Holder (A) owns this Note free and clear of any Liens and (B) elects to convert all or part of the election to convert the same (or outstanding Face Amount of this Note, plus any part thereof) and accrued but unpaid Interest in respect of such amount. Such notice shall state therein the name or names outstanding Face Amount of this Note, plus any nominee for accrued but unpaid Interest in respect of such holder in amount, which the certificate or certificates for shares of Ordinary Shares are Holder seeks to be issuedconvert. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified contained in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such the conversion date, unless such date is delayed while conversion is restricted pursuant to subsection 4.1(a)(ii) or subsection 4.1(a)(iii) (such later date, the "CONVERSION DATE") and the Holder shall be deemed to have been made immediately prior to own the close underlying Applicable Shares free and clear of business on the date all Liens as of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Applicable Shares at the close of business on the Conversion Date. As soon as practicable (but no later than three business days) after the Conversion Date, the Company shall issue and deliver to the Holder a certificate or certificates for the number of Applicable Shares to which the Holder is entitled and the Holder shall surrender this Note to the Company in exchange for delivery of such date. If certificates by the conversion is Company and, in connection the case of a partial redemption, a new Note with a QIPO, Face Amount equal to the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter unconverted portion of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares Note shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then Holder with the Company certificates. A notice of conversion by a Holder under this subsection 4.1(c)(i) shall not be obligated to issue irrevocable until the later of (x) 30 days after its delivery and (y) the Conversion Date set forth therein and thereafter shall be revocable at any certificate(s) representing time upon delivery by the Ordinary Shares issued upon such conversion, unless the holder Holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory a written notice of revocation to the Company if a certificate or certificates for the number of Applicable Shares to indemnify which the Company from any loss incurred by it Holder is entitled with respect to the conversion specified in connection with such certificatesnotice has not been issued and delivered to the Holder.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Class B Common Stock shall be entitled to convert the same voluntarily some or all shares of such holder’s Class B Common Stock into Ordinary Shares shares of Class A Common Stock pursuant to Section 2.3(e)(i) of this Article 2, such holder shall give signed written notice (the “Conversion Notice”) to the Secretary at the office of this corporation that such holder elects to convert the same, shall state therein the number of shares to be converted into shares of Class A Common Stock, and shall surrender the certificate or certificates therefor evidencing the shares of Class B Common Stock of which all or a portion are to be converted, at the Office office of this corporation (and shall give written notice to the Company of the election to convert the same accompanied by all transfer taxes (or any part proof of payment thereof) and shall state therein the name or names of any nominee for such holder in which ), if any); provided, however, that if the certificate or certificates for evidencing the shares of Ordinary Shares are to be issuedconverted have been lost, stolen, or destroyed, the holder may, in lieu of delivering such certificate or certificates, notify the Secretary that such certificate or certificates have been lost, stolen, or destroyed and execute and deliver an agreement satisfactory to this corporation (the “lost certificate agreement”) to indemnify this corporation from any loss incurred by it in connection with such certificate or certificates. The Company If requested by such holder, this corporation shall, as soon as practicable thereafter unless such notice states that conversion is thereafter, provide for the issuance and delivery to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, at the address for delivery indicated in the Conversion Notice, of a certificate or certificates for the number of shares of Ordinary Shares Class A Common Stock into which such holder has elected to convert the applicable shares of Class B Common Stock and to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to before the close of business on the later of (A) the date of such receipt by the Secretary of the Conversion Notice and (B) the date of either (i) the surrender to the Secretary of the certificate or certificates evidencing the shares of Preferred Shares Class B Common Stock to be convertedconverted or (ii) the delivery of the lost certificate agreement, as the case may be (the later of the dates under clause (A) or on any later date or when any conditions specified in clause (B), the notice have been fulfilled “Voluntary Conversion Date”), and the person or persons holder entitled to receive the Ordinary Shares issuable shares of Class A Common Stock upon such conversion shall be treated for all purposes as the record holder or of such shares of Class A Common Stock on such Voluntary Conversion Date. Notwithstanding anything to the contrary in this Section 2.3, upon the written agreement of the holders of a majority of the outstanding shares of Class B Common Stock and the corporation, this corporation may amend the procedures, or adopt other procedures, governing the voluntary conversion of the Class B Common Stock. Notwithstanding anything to the contrary in this Section 2.3, automatic conversion of the shares of Class B Common Stock pursuant to Section 2.3(e)(ii) or Section 2.3(e)(iii) of this Article 2 shall be effective without any further action on the part of the holder of such Ordinary Shares shares and shall be effective whether or not the certificates for such shares are surrendered to this corporation. Upon any conversion of shares of Class B Common Stock to Class A Common Stock, all rights of the holder (as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant immediately prior to such offeringconversion) of such shares of Class B Common Stock shall cease and the person, in which event the person(s) persons, entity or entities entitled to receive the Ordinary Shares issuable shares of Class A Common Stock upon such conversion shall be treated for all purposes as having become the record holder or record holders of the Preferred such shares of Class A Common Stock. Shares of Class B Common Stock that are converted into shares of Class A Common Stock as provided in this Section 2.3(e) shall be retired and may not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesreissued.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Conversion Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Conversion Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any but in no event later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthan ten (10) business days thereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, (i) a certificate or certificates for representing the sum of the number of shares of Ordinary Shares Conversion Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; (ii) a certificate representing any shares of Preferred Stock which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which such holder shall be entitled as aforesaidwere not converted; and (iii) payment in cash of an amount equal to all declared dividends with respect to each share converted which have not been paid prior thereto (payable at the Corporation’s discretion with additional Common Stock). Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of the Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Conversion Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act or any other transaction affecting the Corporation, the conversion may, at the option of any holder tendering such Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offeringoffering or the closing of such other transaction, in which event the person(s) entitled to receive the Ordinary Shares issuable Conversion Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securitiessecurities or other transaction. In the event that the certificate(s) representing the The issuance of certificates for shares of Conversion Stock upon conversion of Preferred Shares to Stock shall be converted as aforesaid are not delivered made without charge to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder holders of such Preferred Shares notifies the Company Stock for any issuance tax in writing that such certificate(s) have been lost, stolen respect thereof or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss other cost incurred by it the Corporation in connection with such certificatesconversion and the related issuance of shares of Conversion Stock. The Corporation shall not close its books against the transfer of Preferred Stock or of Conversion Stock issued or issuable upon conversion of Preferred Stock in any manner which interferes with the timely conversion of Preferred Stock. The Corporation shall assist and cooperate with any holder of shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of shares hereunder (including, without limitation, making any filings required to be made by the Corporation).

Mechanics of Conversion. (1i) Before Promptly after the Conversion Date (and in any holder of Preferred Shares event within three (3) Business Days), the Corporation shall be entitled to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice to the Company of the election to convert the same (or any part thereofA) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Class A Shares to which such holder shall is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Dividends on the Convertible Preference Shares that are being converted into Class A Shares; provided, that any accrued and unpaid Dividends not paid to such holder pursuant to the foregoing clause (B) shall, subject to SECTION 5(b), be entitled as aforesaidconverted into a number of duly authorized, validly issued, fully paid and nonassessable Class A Shares equal to the number determined by dividing (x) the aggregate amount of such accrued and unpaid Dividends on the Convertible Preference Shares that are being converted by (y) the then current Conversion Price. Such conversion shall will be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be convertedConversion Date, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Class A Shares as on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of such datethe converting holder. If The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned or due upon the closing with issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the underwriter name of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesconverting holder.

Mechanics of Conversion. (1) Before any holder of Series D Preferred Shares Stock shall be entitled to voluntarily convert the same into Ordinary Shares such holder shares of Common Stock, he or she shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this Corporation or of any transfer agent for the Series D Preferred Stock, and shall give written notice to the Company this Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series D Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series D Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPO, an underwritten offering of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering Series D Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Series D Preferred Shares Stock shall not be deemed to have converted such Series D Preferred Shares Stock until immediately prior to the closing of such sale of securities. In If the event that conversion is in connection with Automatic Conversion provisions of subsection 6(b)(ii) above, such conversion shall be deemed to have been made on the certificate(s) representing conversion date described in the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon stockholder consent approving such conversion, unless and the holder persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such Preferred Shares notifies the Company in writing that shares of Common Stock as of such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesdate.

Mechanics of Conversion. (1) Before In order to effect the conversion of any holder Security into Conversion Shares, the Holder of Preferred Shares such Security shall surrender to the Trustee or its agent the Security to be entitled converted accompanied by a duly executed notice of conversion form set forth in the certificate representing such Security stating that such Holder elects to convert the same into Ordinary Shares such holder shall surrender the certificate all or certificates therefor at the Office and shall give written notice to the Company a specified portion of the election to convert principal amount at maturity of such Security in accordance with the same (or any part thereof) provisions hereof and shall state therein specifying the name or names of any nominee for such holder in which such Holder wishes the certificate or certificates for shares of Ordinary Conversion Shares are to be issued. The Company shallIf more than one Security shall be surrendered for conversion at one time by the same Holder, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares full Conversion Shares issuable upon conversion thereof shall be computed on the basis of Ordinary the aggregate Accreted Value of all of the Securities so surrendered by such Holder at such time. In case such notice shall specify a name or names other than that of such Holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of Conversion Shares in such name or names. Other than such taxes, the Company will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of Conversion Shares upon conversion of Securities. As promptly as practicable and in any event within ten Business Days after surrender of the Securities to be converted and the receipt of such notice of conversion relating thereto and, if applicable, payment of all transfer taxes (or the demonstration to the satisfaction of the Company that any such taxes have been paid), the Trustee or its agent will instruct the Company to deliver promptly to, or upon the written order of, the Holder of the Securities to be converted (i) certificates representing the number of validly issued, fully paid and nonassessable whole Conversion Shares to which such holder the Holder of the Securities being converted shall be entitled as aforesaidentitled, (ii) any cash owing in lieu of a fractional Conversion Share, determined in accordance with Section 11.04 and (iii) if fewer than all the Securities surrendered are being converted, a new Security or Securities, of like tenor, evidencing a principal amount at maturity equal to the principal amount at maturity of the Securities surrendered for conversion less the principal amount at maturity of the Securities being converted. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Securities to be converted, or on any later date or when any conditions specified in the notice have been fulfilled converted and the person making of any such required payment. Upon such conversion, the rights of the Holder thereof as to the Securities being converted shall cease except for the right to receive Conversion Shares (or persons such other consideration as provided herein) in accordance herewith, and the Person entitled to receive the Ordinary Conversion Shares issuable upon such conversion shall be treated for all purposes as having become the record holder or holders Holder of such Ordinary Conversion Shares as of at such datetime. If All Securities delivered for conversion to the conversion is in connection with a QIPO, the conversion may, Trustee or its agent shall be canceled by or at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter direction of the sale of securities pursuant to such offeringTrustee, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion shall thereafter dispose of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securitiessame. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the The Company shall not be obligated required to issue convert any certificate(s) representing Securities, and no surrender of Securities shall be effective for that purpose, while stock transfer books of the Ordinary Shares issued Company for the Common Stock are closed for any purposes (but not for any period in excess of 15 days), but the surrender of Securities for conversion during any period while such books are so closed shall become effective for conversion immediately upon such conversion, unless the holder reopening of such Preferred Shares notifies books, as if the Company conversion had been made on the date such books were reopened, and with the application of the Conversion Ratio in writing that effect at the date such certificate(s) have been lostbooks were reopened. The Holders of Securities are not entitled, stolen as such, to receive dividends or destroyed and executes an agreement satisfactory other distributions, receive notice of any meeting of the stockholders, consent to any action of the Company stockholders, receive notice of any other stockholder proceedings, or to indemnify any other rights as stockholders of the Company from any loss incurred by it in connection with such certificatesCompany.

Mechanics of Conversion. (1) Before any holder of Preferred Shares ----------------------- Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock as provided in paragraph 4(a), he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation and shall give written notice to the Company of the election Corporation at such office that he elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedsame. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, Stock a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder he shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event of an automatic conversion pursuant to paragraph 4(b), the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation; provided, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common Stock issuable upon such conversion, automatic conversion unless the certificates evidencing such shares of Preferred Stock are either delivered to the Corporation as provided above, or the holder of such Preferred Shares notifies the Company in writing Corporation that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of closing of the offering, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Holder shall be entitled to ----------------------- convert the same into Ordinary Shares such holder this Note, Holder shall surrender the certificate or certificates therefor this Note, duly endorsed, at the Office and shall give Company's principal corporate office, together with written notice to the Company of the Holder's election to convert the same (or any part thereof) same, and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Series A Preferred Stock are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesHolder, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderHolder, a certificate or certificates for the number of shares of Ordinary Shares Series A Preferred Stock to which such holder Holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Note to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Series A Preferred Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Series A Preferred Stock as of such date. If this Note is converted in part, this Note must be converted for a number of whole shares of Series A Preferred Stock and Holder shall be entitled to receive a new Note covering the remaining principal amount in respect of which this Note has not been converted. Upon such surrender of this Note, the Company will issue a certificate or certificates in the name of Holder for the largest number of whole shares of Series A Preferred Stock to which Holder shall be entitled and, if this Note is converted in whole, in lieu of any fractional share of Series A Preferred Stock to which Holder shall be entitled, cash equal to the remaining amount due hereunder. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act of 1933, the conversion may, at the option of any holder tendering Preferred Shares for conversionHolder, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) person or persons entitled to receive the Ordinary Shares shares of Series A Preferred Stock or Common Stock, as applicable, issuable upon such conversion of the Preferred Shares this Note shall not be deemed to have converted such Preferred Shares this Note until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock pursuant to Section 4.3(A) above, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, or an affidavit of loss in a form reasonably acceptable to the Corporation, at the Office office of the Corporation or of any transfer agent for such Preferred Stock, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date; provided, however, that on the date of an Automatic Conversion Event, the outstanding shares of Preferred Stock to be converted in such Automatic Conversion Event shall be converted automatically without any further action by the holders of such date. If shares and each holder of record of shares of Preferred Stock shall be deemed on such date to be the conversion is in connection with a QIPO, the conversion may, at the option holder of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter record of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares Common Stock issuable upon such conversion conversion, whether or not (i) the certificates representing such shares are surrendered to the Corporation or its transfer agent, (ii) notice from the Corporation shall have been received by any holder of record of shares of Preferred Stock, or (iii) the Preferred Shares certificates evidencing such shares of Common Stock shall not then be deemed actually delivered to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event holder; provided further, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common Stock issuable upon such conversionAutomatic Conversion Event unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, unless or the holder of such Preferred Shares notifies the Company in writing Corporation or its transfer agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock ----------------------- shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office or to such other location as may be designated by the Corporation and the holders of the Preferred Stock, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be convertedconverted and a check for cash with respect to any fractional interest in a share of the Common Stock as provided in Section 4(h), or on any later date or when any conditions specified in the notice have been fulfilled below, and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such datedate (the "Conversion Date"). If the conversion is in connection with (i) an underwritten offering of securities registered pursuant to the Securities Act of 1933, or (ii) a QIPODeemed Liquidation Event described in Article IV, Section (B)(2)(e)(i), the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offeringoffering or the closing of a Deemed Liquidation Event, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen securities or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesDeemed Liquidation Event.

Mechanics of Conversion. Conversion of shares of Series A Preferred Stock may be effected by delivering certificates evidencing such shares, together with written notice of conversion and proper assignment of such certificates to the Corporation or in blank to the office of any transfer agent for the shares of Series A Preferred Stock or to any other office or agency maintained by the Corporation for that purpose (1the “Transfer Agent”) Before and otherwise in accordance with reasonable conversion procedures established by the Corporation. Holders of shares of Series A Preferred Stock at the close of business on a record date for any holder payment of declared Preferred Shares Dividends shall be entitled to convert receive the same into Ordinary Shares Preferred Dividends so declared on such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice to the Company of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless Series A Preferred Stock on the corresponding dividend payment date notwithstanding the conversion of such notice states that conversion is to be effective on any later shares of Series A Preferred Stock following such record date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office prior to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaiddividend payment date. Such Each conversion shall be deemed to have been made effected immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be convertedconverted (except that if such conversion is in connection with an underwritten public offering of Common Stock, or on any later date or when any conditions specified in the notice then such conversion shall be deemed to have been fulfilled effected upon such surrender) so that the rights of the holder thereof as to the shares being converted shall cease at such time except for the right to receive shares of Common Stock and all accrued and unpaid dividends in accordance herewith, and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock at such time. As promptly as practicable after the surrender of the Series A Preferred Stock, the Corporation shall issue and deliver to such holder certificates for the number of shares of Common Stock issuable upon the conversion of such date. If the conversion is shares in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing accordance with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesprovisions hereof.

Mechanics of Conversion. No fractional shares of Ordinary Shares shall be issued upon conversion of any Preference Shares. In lieu of any fractional share to which the holder would otherwise be entitled (1) after aggregating all shares into which the applicable Series A Preference Shares or Series B Preference Shares held by such holder could be converted), the Company shall pay cash equal to such fraction multiplied by the then fair market value of the Ordinary Shares, as determined by the Board. Before any holder of Preferred the Preference Shares shall be entitled to convert the same into full Ordinary Shares Shares, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company or of any transfer agent for such Preference Shares to be converted, and shall give written notice to the Company of the election at such office that he elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedsame. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred the Preference Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled entitled, together with a check payable to the holder in the amount of any cash amounts payable as aforesaidthe result of a conversion into fractional Ordinary Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Preference Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled case of conversion pursuant to Article 16(d)(i), on the effective date of the offering as provided in Article 16(d) (i) above, and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of on such date. If the ; provided, that if any such conversion is made in connection with any transaction that would, if completed, constitute a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter liquidation of the sale Company for purposes of securities pursuant to such offeringArticle 142 hereof, or in which event connection with any public offering of the person(s) entitled to receive the Ordinary Shares issuable upon Company’s securities, then such conversion of the Preferred Shares shall not may be deemed to have converted such Preferred Shares until immediately prior to made contingent upon, and effective only as of, the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen transaction or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesoffering.

Mechanics of Conversion. (1) Before any holder of Junior Preferred Shares shall be entitled to convert the same into Ordinary Shares full shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed for transfer or with duly executed stock transfer powers sufficient to permit transfer attached, at the Office office of the Corporation or of any transfer agent for the Junior Preferred (or such holder shall notify the Corporation or any transfer agent that such certificates have been lost, stolen or destroyed and shall execute an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith), and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein such holder’s name or the name or names of any nominee for such holder’s nominees in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. No fractional shares of Common Stock shall be issued upon conversion of the Junior Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price. The Company Corporation shall promptly pay in cash or, to the extent sufficient funds are not then legally available therefor, in Common Stock (at the Common Stock’s fair market value determined by the Board of Directors as of the date of such conversion), any declared and unpaid dividends on the shares of Junior Preferred being converted. The Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesJunior Preferred, or subject to the transfer restrictions contained in these Articles to the such holder’s nominee or nominees of such holdernominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share. Such Except as set forth in the second paragraph of Section 3(c), such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the certificates for the shares of Junior Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined in good faith by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such full shares of Common Stock, and to receive certificates therefor, the holder shall either (A) surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Company of Corporation at such office that the election holder elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedsame. The Company Corporation shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any later date delivery, or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on after such other date or when such conditions have been fulfilledagreement and indemnification, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderStock, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such the holder shall be entitled as aforesaidaforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of Series B Pre- ferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price. Shares of Common Stock issued upon conversion of shares of Series B Preferred shall be accompanied by the same number of Rights (1as defined in the Rights Agreement) which may be issuable pursuant to the terms of the Rights Agreement, as it may be amended through the date of such issuance, or any other stock purchase rights or other similar dividends which have previously been declared with respect to the Common Stock. Before any holder of Series B Preferred Shares shall be entitled to convert the same into Ordinary Shares full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Series B Preferred; provided, however, that in the event of conversion at the option of the Corporation, the outstanding shares of Series B Preferred shall be converted automatically without any further action by the holders of such shares and shall give written notice whether or not the certificates representing such shares are surrendered to the Company of the election to convert the same (Corporation or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedits transfer agent. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date after delivery of a certificate or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledcertificates representing outstanding shares of Series B Preferred submitted for conversion, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderSeries B Preferred, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidaforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Shares to be converted, or on any later date or when any conditions specified in the case of conversion at the option of the Corporation, on the record date for conversion, which shall not be earlier than the date notice have been fulfilled of such conversion is received by holders of Series B Preferred, and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. No fractional shares of Ordinary Shares shall be issued upon conversion of any Preference Shares. In lieu of any fractional share to which the holder would otherwise be entitled (1) after aggregating all shares into which the applicable series of Preference Shares held by the such holder could be converted), and Company shall pay cash equal in such fraction multiplied by the then fair market value of the Ordinary Shares, as determined by the Board. Before any holder of Preferred the Preference Shares shall be entitled to convert the same into full Ordinary Shares Shares, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company or of any transfer agent for such Preference Shares to be converted, and shall give written notice to the Company of the election at such office that he elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedsame. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred the Preference Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled entitled, together with a check payable to the holder in the amount of any cash amounts payable as aforesaidthe result of a conversion into fractional Ordinary Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Preference Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled case of conversion pursuant to Article 16(e)(i), on the effective date of the offering as provided in Article 16(e)(i) above, and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of on such date. If the ; provided, that if any such conversion is made in connection with any transaction that would, if completed, constitute a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter liquidation of the sale Company for purposes of securities pursuant to such offeringArticle 142 hereof, or in which event connection with any public offering of the person(s) entitled to receive the Ordinary Shares issuable upon Company’s securities, then such conversion of the Preferred Shares shall not may be deemed to have converted such Preferred Shares until immediately prior to made contingent upon, and effective only as of, the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen transaction or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesoffering.

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

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this Company or of any transfer agent for the Preferred Stock, and shall give written notice to the this Company at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The This Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In If the conversion is in connection with a Change of Control Transaction, the conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing of the Change of Control Transaction, in which event that (i) the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company holder shall not be obligated deemed to issue any certificate(shave converted such Preferred Stock until immediately prior to the closing of such Change of Control Transaction and (ii) representing the Ordinary Shares issued upon such conversion, unless the holder shall be entitled to rescind such notice of such Preferred Shares notifies conversion for five days after the Company giving of any notice of a material change in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory terms pursuant to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesSection 2(d)(iv).

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the particular series of Preferred Stock, and shall give written notice to the Company this corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act of 1933, the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

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

Mechanics of Conversion. (1) Before any holder of Series D Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor for such shares, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Series D Preferred Stock, or notify the Corporation or its transfer agent that such Series D Preferred Stock certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein in the notice the name or names of any nominee for in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. The Company shallCorporation shall then, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledpracticable, issue and deliver at such office to such holder of Series D Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the such holder's nominee or nominees of such holdernominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidentitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series D Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date; provided, however, that in the event of automatic conversion pursuant to Section 4(b), such conversion shall be deemed to have been made upon the occurrence of the Automatic Conversion Event triggering such conversion without any further action by the holders of shares of Series D Preferred Stock, although the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Series D Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such Series D Preferred Stock certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. If the conversion is in connection with a QIPOan underwritten offering of securities pursuant to the Securities Act, the conversion may, at the option of any holder tendering shares of Series D Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Series D Preferred Shares Stock shall not be deemed to have converted such Series D Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to voluntarily convert such Preferred Stock into shares of Common Stock, the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for such series of Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of such series of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPO, an underwritten public offering of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering such Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) any persons entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In If the event that conversion is in connection with Automatic Conversion provisions of subsection 4(b)(ii) or 4(b)(iii) above, such conversion shall be deemed to have been made on the certificate(s) representing conversion date described in the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon stockholder consent approving such conversion, unless and the holder persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such Preferred Shares notifies the Company in writing that shares of Common Stock as of such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesdate.

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

Mechanics of Conversion. (1) Before any holder Holder of Preferred Shares this Note shall be entitled to convert receive the same Common Stock into Ordinary Shares which this Note has been converted, such holder Holder shall surrender the certificate or certificates therefor this Note duly endorsed at the Office and Company's principal corporate office and, if such conversion is being made pursuant to Paragraph 3.1, shall give written notice to the Company Company, at its principal corporate office, of the election to convert this Note, further stating therein the same (or any part thereof) amount of the principal and shall state therein interest to be converted and the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares the Common Stock are to be issued. The Company shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledsurrender of this Note, issue and deliver at such office to such holder of Preferred SharesHolder at the address specified by such Holder, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderHolder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock, together with any other securities and property, to which such holder person or persons shall be entitled as aforesaid. Such Except as otherwise provided in Paragraph 3.2, such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice which this Note shall have been fulfilled surrendered for conversion and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion Common Stock shall be treated for all purposes as the record holder or holders of such Ordinary Shares Common Stock as of such date. If the conversion pursuant to Paragraph 3.1 is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Shares for conversionthe Holder of this Note, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares Holder shall not be deemed to have converted such Preferred Shares this Note until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to Upon any partial conversion of this Note, the Company, then the Company shall not be obligated to at its expense, will forthwith issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory deliver to the Company Holder a new Note in a principal amount equal to indemnify the Company unconverted principal amount of the surrendered Note, such new Note to be dated and to bear interest from any loss incurred by it in connection with such certificatesthe date to which interest has been paid on the surrendered Note.

Mechanics of Conversion. No fractional shares of Common Stock ----------------------- shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled (1) after aggregating all shares of Preferred Stock held by such holder such that the maximum number of whole shares of Common Stock is issued to such holder upon conversion), the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock. Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same same; provided, however, that in the event of an automatic conversion pursuant to paragraph (or any part thereofb) and shall state therein hereof, the name or names of any nominee for such holder in which the certificate or certificates for outstanding shares of Ordinary Shares Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent, and provided further that the Corporation shall not be issuedobligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Preferred Stock are either delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Company Corporation shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any later date delivery, or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on after such other date or when such conditions have been fulfilledagreement and indemnification, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderStock, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such the holder shall be entitled as aforesaidaforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified or, in the notice have been fulfilled case of automatic conversion, on the date of closing of the offering or the date of written election to convert, and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company this corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act of 1933, the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company this corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (1) Before any holder the “Notice of Conversion”). Each Notice of Conversion shall specify the number of shares of Preferred Shares shall Stock to be entitled to convert converted, the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice number of shares of Preferred Stock owned prior to the Company conversion at issue, the number of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are Preferred Stock owned subsequent to be issued. The Company shall, as soon as practicable thereafter unless the conversion at issue and the date on which such notice states that conversion is to be effective on any later effected, which date or when any conditions may not be prior to the date the applicable Holder delivers by facsimile such Notice of Conversion to the Corporation (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the notice have been fulfilled Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion from be required. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Preferred Stock to the Corporation unless all of the shares of Preferred Stock represented thereby are so converted, in which case conversion such Holder shall take effect on deliver the certificate representing such other date or when such conditions have been fulfilledshares of Preferred Stock promptly following the Conversion Date at issue. As soon as practicable after the Conversion Date, the Corporation shall issue and deliver at such office to such holder of Preferred SharesHolder, or subject to the transfer restrictions contained in these Articles to the nominee his, her or nominees of such holderits nominees, a certificate or certificates for the number of full shares of Ordinary Shares to which Common Stock issuable on such holder shall be entitled conversion in accordance with the provisions hereof, together with cash as aforesaid. Such provided in Section 7(d) in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion shall be deemed to have been made immediately prior to (if applicable) and the close payment of business any declared but unpaid dividends on the date of such surrender of the shares of Preferred Shares to Stock converted. Such converted Preferred Stock shall be convertedretired and cancelled and may not be reissued as shares of such series, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to receive reduce the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders authorized number of such Ordinary Shares as shares of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesits preferred stock accordingly.

Mechanics of Conversion. Maker shall give the Holder twenty (120) Before any holder days' prior written notice (the "Company Notice") of Preferred Shares the occurrence of an Equity Financing, which notice shall be entitled to convert set forth the same into Ordinary Shares such holder shall surrender anticipated closing date of the certificate or certificates therefor Equity Financing and the Holder's conversion price with respect thereto. The Holder may exercise its right of conversion by (i) surrendering this Note duly endorsed at the Office office of Maker and shall give (ii) delivering written notice to Maker within ten (10) days of its receipt of the Company Notice, specifying the principal amount of this Note which the election Holder wishes to convert the same (or any part thereof) be converted and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Equity Securities are to be issued. The Company Maker shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in practical following the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledclosing of the Equity Financing, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, Holder a certificate or certificates for the number of shares of Ordinary Shares Equity Securities to which such holder the Holder shall be entitled as aforesaid, together with the payment in cash of all accrued but unpaid interest on this Note through the closing date of the Equity Financing; provided, however, that if the person in whose name such certificate or certificates are requested to be registered is other than the registered owner of this Note, Maker may require, prior to issuance of a certificate in the name of such other person, that it receive reasonable transfer documentation (including opinions) or other evidence that the issuance of certificates in such other name as requested does not and will not cause a violation of the Securities Act, any similar Federal statute at the time in effect or any applicable state securities laws. Such conversion shall be deemed to have been made immediately prior to the close of business on the closing date of such surrender of the shares of Preferred Shares to be convertedEquity Financing, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares as of such date. If less than the conversion entire outstanding principal amount of this Note is in connection with being converted, a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, new Note shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then Holder for the Company unconverted principal balance and shall not be obligated of a like tenor as to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesall terms as this Note.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this Corporation or of any transfer agent for such series, and shall give written notice to the Company this Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Series B-1 ----------------------- Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for such series of Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of such series of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPO, an underwritten offering of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering such Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesSEC.

Mechanics of Conversion. (1a) Before any holder Upon the occurrence of Preferred Shares shall be entitled to convert an event described in Section 9.1 or upon the same into Ordinary Shares such holder shall surrender occurrence of a Series A Triggering Event, the certificate or certificates therefor at the Office and Company shall give written notice to each holder of Series A Preferred Units and Series A Warrants (the “Series A Conversion Notice”) that such holder’s Series A Preferred Units and Series A Warrants (the “Series A Conversion Units”) shall be converted into Common Units (or other securities into which the Common Units are then convertible). Promptly thereafter each such holder shall surrender to the Company, at its principal office or at such other office or agency maintained by the Company of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the purpose, any certificate or certificates for shares of Ordinary Shares are to be issuedevidencing such Series A Conversion Units. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion Series A Conversion Notice shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder also contain a calculation of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares Common Units (or other securities into which the Common Units are then convertible) issuable upon such conversion. Notwithstanding the foregoing, the Company shall not be required to issue any Common Units (or other securities into which the Common Units are then convertible) to any Person other than the Person listed in the Company’s records as the holder of Ordinary Shares the Series A Conversion Units unless the Company has obtained reasonable assurance that such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under, the Securities Act, and all applicable state securities laws, including, if necessary in the reasonable judgment of the Company or its legal counsel, receipt of an opinion to which such holder shall effect from counsel reasonably satisfactory to the Company. In no event would such opinion be entitled as aforesaidrequired if the Common Units could, upon conversion, be resold pursuant to Rule 144 or Rule 144A under the Securities Act. Such conversion shall be deemed to have been made immediately prior to effected as of the close of business on the date of such surrender of an event described in Section 9.1 occurred or the shares of Preferred Shares to be convertedSeries A Triggering Event occurred, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares Common Units (or other securities into which the Common Units are then convertible) issuable upon such conversion shall be treated for all purposes as the record holder or holders of record of such Ordinary Shares Common Units (or other securities into which the Common Units are then convertible) as of the close of business on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Series E Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor for such shares, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Series E Preferred Stock, or notify the Corporation or its transfer agent that such Series E Preferred Stock certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein in the notice the name or names of any nominee for in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. The Company shallCorporation shall then, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledpracticable, issue and deliver at such office to such holder of Series E Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the such holder's nominee or nominees of such holdernominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidentitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series E Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for 57 all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date; provided, however, that in the event of automatic conversion pursuant to Section 4(b), such conversion shall be deemed to have been made upon the occurrence of the Automatic Conversion Event triggering such conversion without any further action by the holders of shares of Series E Preferred Stock, although the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Series E Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such Series E Preferred Stock certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. If the conversion is in connection with a QIPOan underwritten offering of securities pursuant to the Securities Act, the conversion may, at the option of any holder tendering shares of Series E Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Series E Preferred Shares Stock shall not be deemed to have converted such Series E Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to convert such Preferred Stock into shares of Common Stock, the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for such series of Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of such series of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten public offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering such Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) any persons entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Preferred Shares . On the second Business Day immediately succeeding the Conversion Date, the Corporation shall be entitled to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice to the Company of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for each Holder the number of shares of Ordinary Common Shares to which such holder shall be Holder is entitled in exchange for the certificates or DRS statement formerly representing Convertible Preferred Shares, accompanied by a written representation by the Holder in favor of the Corporation (and enforceable by the Corporation against such Holder) as aforesaidto the number of Common Shares then beneficially owned by the Holder (where “beneficial ownership” is calculated in accordance with NI 62-104 without giving effect to any applicable Conversion Cap). Such Any conversion shall pursuant to Section 1.07(a) or 1.07(c) will be deemed to have been made as of 5:00 p.m. (Toronto time) on the Conversion Date, while any conversion pursuant to Section 1.07(b) will be deemed to have been made as of immediately prior to the close of business on the date of such surrender consummation of the shares Change of Preferred Shares to be convertedControl Transaction, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons Person entitled to receive the Ordinary Common Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Common Shares as of on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securitiesConversion Date. In the event that the certificate(sCorporation elects to have all Convertible Preferred Shares convert pursuant to Section 1.07(b) and such Change of Control Transaction is not consummated in accordance with its terms, such conversion shall be of no force and effect. In case fewer than all the Convertible Preferred Shares represented by any certificate or DRS statement are to be converted, a new certificate or DRS statement shall be issued representing the unconverted Convertible Preferred Shares to be converted as aforesaid are not delivered without cost to the Companyholder thereof, then the Company shall not be obligated to except for any documentary, stamp or similar issue or transfer tax due because any certificate(s) representing the Ordinary certificates or DRS statement for Common Shares issued upon such conversion, unless the holder of such or Convertible Preferred Shares notifies are registered in a name other than the Company name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Common Shares upon conversion or due upon the issuance of a new certificate or DRS statement for any Convertible Preferred Shares not converted other than any such tax due because Common Shares or a certificate or DRS statement for Convertible Preferred Shares are issued in writing that such certificate(s) have been losta name other than the name of the converting Holder, stolen or destroyed and executes an agreement satisfactory to which shall be paid by the Company to indemnify the Company from any loss incurred by it in connection with such certificatesconverting Holder.

Mechanics of Conversion. (1i) Before any In order for a holder of Series A Preferred Shares shall be entitled Stock to voluntarily convert the same shares of Series A Preferred Stock into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor for such shares of Series A Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the Office and shall give office of the transfer agent for the Series A Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to the Company convert all or any number of the election to convert shares of the same (Series A Preferred Stock represented by such certificate or certificates and, if applicable, any part thereof) and event on which such conversion is contingent. Such notice shall state therein the such holder’s name or the names of any nominee for the nominees in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or such holder’s attorney duly authorized in writing. The Company close of business on the date of receipt by the transfer agent (or the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in after the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledConversion Time, (A) issue and deliver at such office to such holder of Series A Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder’s nominees, (1) a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed and (2) a certificate or certificates for the number of shares of Common Stock determined pursuant to have been made immediately prior to the close of business Section 4(d) and (B) pay all unpaid Series A Accruing Dividends and all other declared and unpaid dividends on the date of such surrender of the shares of Series A Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon Stock so converted (such conversion payment shall be treated for all purposes as the record holder or holders made in additional shares of such Ordinary Shares as of such date. If Common Stock at a per share price equal to the conversion is rate then in connection with a QIPO, effect for the conversion may, at the option of any holder tendering Series A Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesStock).

Mechanics of Conversion. (1) Before any holder of Preferred Shares shall be entitled In order to convert this Debenture (in whole or in part) into full shares of Common Stock, the same into Ordinary Shares such holder Holder shall surrender this Debenture, duly endorsed, by either overnight courier or 2-day courier, to the certificate or certificates therefor at principal office of the Office Company, and shall give written notice in the form of EXHIBIT 1 hereto (the "Conversion Notice") by facsimile (with the original of such notice forwarded with the foregoing courier) to the Company at such office that the Holder elects to convert the principal amount (plus accrued but unpaid interest and default payments) specified therein, which such notice and election shall be revocable by the Holder at any time prior to its receipt of the Common Stock upon conversion; PROVIDED, HOWEVER, that the Company shall not be obligated to issue certificates evidencing the shares of the Common Stock issuable upon such conversion unless either the Debenture evidencing the principal amount is delivered to the Company as provided above, or the Holder notifies the Company that such Debenture(s) have been lost, stolen or destroyed and promptly executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such lost, stolen or destroyed Debentures. The Company shall issue and deliver within T+3 after delivery to the Company of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shallConversion Notice, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder Holder of Preferred SharesDebenture(s) at the address of the Holder, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderits designee, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder the Holder shall be entitled as aforesaid, together with a calculation of the Conversion Rate and a Debenture or Debentures for the principal amount of Debentures not submitted for conversion. Such The date on which the Conversion Notice is given (the "Holder Conversion Date") shall be deemed to be the date the Company received by facsimile the Conversion Notice, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. In lieu of delivering physical certificates representing the Common Shares issuable upon conversion of Debentures or the Warrant Shares (as defined in the Purchase Agreement) deliverable upon exercise of Warrants (as defined in the Purchase Agreement), provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Shares and Warrant Shares issuable upon conversion or exercise to the Holder, by crediting the account of Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The conversions pursuant to Sections 5 and 6 shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the Holder Conversion Date. The person or persons entitled to receive the Ordinary Common Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Common Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option close of any holder tendering Preferred Shares for conversion, be conditioned upon business on the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesHolder Conversion Date.

Mechanics of Conversion. (1) Before any holder of Series B Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares full shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Series B Preferred Stock and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein same. In the name or names event of any nominee for such holder in which an automatic conversion, the certificate or certificates for outstanding shares of Ordinary Shares Series B Preferred Stock shall be converted automatically without any further action by the holders of Series B Preferred Stock and whether or not the certificates representing such shares are surrendered to be issuedthe Corporation or its transfer agent. The Company Corporation shall not be obligated to issue certificates evidencing Common Stock issuable upon automatic conversion unless and until the certificates representing the Series B Preferred Stock are surrendered to the Corporation or its transfer agent. No fractional shares of Common Stock shall be issued upon conversion of the Series B Preferred Stock. The Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in after surrender of the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledcertificates for the Series B Preferred Stock, issue and deliver at such the office of the Corporation to such holder of Series B Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, Stock (i) a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidaforesaid and, if applicable, (ii) cash or a check payable to the holder equal to any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to at the close time of business on the date of such surrender of the shares of Series B Preferred Shares Stock to be convertedconverted or, or on any later date or when any conditions specified in the notice have been fulfilled case of an automatic conversion, as provided in Section A.6(b), and the person or persons entitled to receive the Ordinary Shares Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of Common Stock at such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatestime.

Mechanics of Conversion. (1i) Before any In order for a holder of Series A Preferred Shares shall be entitled Stock to voluntarily convert the same shares of Series A Preferred Stock into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor for such shares of Series A Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the Office and shall give office of the transfer agent for the Series A Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to the Company convert all or any number of the election to convert shares of the same (Series A Preferred Stock represented by such certificate or certificates and, if applicable, any part thereof) and event on which such conversion is contingent. Such notice shall state therein the such holder’s name or the names of any nominee for the nominees in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The Company close of business on the date of receipt by the transfer agent of such certificates (or lost certificate affidavit and agreement) and notice (or by the Corporation if the Corporation serves as its own transfer agent) shall be the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in after the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledConversion Time, issue and deliver at such office to such holder of Series A Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee his, her or nominees of such holderits nominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be convertedentitled, or on any later date or when any conditions specified together with cash in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option lieu of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter fraction of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesa share.

Mechanics of Conversion. (1) Before any holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares such the holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company or of any transfer agent for the Preferred Shares, and shall give written notice by registered mail, postage prepaid, to the Company at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred 30 Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPOan underwritten public offering of securities, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1i) Before any holder As soon as reasonably practicable after the Conversion Date, or in the case of Preferred Shares shall be entitled to convert Regulated Shares, the same into Ordinary Shares such holder shall surrender date on which the certificate or certificates therefor at the Office and shall give written notice Holder thereof provides evidence to the Company that such Holder has obtained the approvals from the Insurance Regulatory Authorities required to be obtained by such Holder to Beneficially Own in excess of 9.9% of the election to convert Company’s outstanding Common Stock, (and in any event within four (4) Trading Days after either such date), the same (or any part thereof) and Company shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, Holder one or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or more certificates for the number of shares of Ordinary Shares Common Stock (or Reference Property, to the extent applicable) to which such holder shall be entitled as aforesaidHolder is entitled, together with, at the option of the Holder, a check or wire transfer of immediately available funds for payment of fractional shares and any payment required by SECTION 5(d)(ii) in exchange for the certificates representing the converted Preferred Shares (including any Regulated Shares). Such conversion shall will be deemed to have been made immediately prior on the Conversion Date, or in the case of Regulated Shares, the date on which the Holder thereof provides evidence to the close Company that such Holder has obtained the approvals from the Insurance Regulatory Authorities required to be obtained by such Holder to Beneficially Own in excess of business on the date of such surrender 9.9% of the shares of Preferred Shares to be convertedCompany’s outstanding Common Stock, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons Person entitled to receive the Ordinary Shares shares of Common Stock (or Reference Property, to the extent applicable) issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock (or Reference Property, to the extent applicable) on such date. If The delivery of the Common Stock upon conversion is in connection with a QIPO, the conversion mayof Preferred Shares (including any Regulated Shares) shall be made, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offeringapplicable Holder, in which event certificated form or by book-entry. Any such certificate or certificates shall be delivered by the person(s) entitled Company to receive the Ordinary Shares issuable upon such appropriate Holder on a book-entry basis or by mailing certificates evidencing the shares to the Holders at their respective addresses as set forth in the conversion of notice. In cases where fewer than all the Preferred Shares represented by any such certificate are to be converted, a new certificate shall not be deemed to have converted such issued representing the unconverted Preferred Shares until immediately prior (or Regulated Shares). The Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Common Stock (or Reference Property, to the closing extent applicable) upon conversion or due upon the issuance of such sale of securities. In the event that the certificate(s) representing the a new certificate for any Preferred Shares to be (or Regulated Shares) not converted as aforesaid are not delivered to the Company, then converting Holder; provided that the Company shall not be obligated required to issue pay any certificate(s) representing such amounts, and any such amounts shall be paid by the Ordinary Shares issued upon converting Holder, in the event that such conversion, unless the holder of such Common Stock or Preferred Shares notifies are issued in a name other than the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to name of the Company to indemnify the Company from any loss incurred by it in connection with such certificatesconverting Holder.

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

Mechanics of Conversion. (1Upon the occurrence of the event specified in Section 3(a) Before any holder of Preferred above, the outstanding Mandatory Merger Shares shall be entitled to convert converted into IPO Company Common Stock automatically without any further action by the same into Ordinary holders of such Mandatory Merger Shares and whether or not the certificates representing such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice shares are surrendered to the Company of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shallits transfer agent; provided, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledhowever, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the IPO Company shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of IPO Company Common Stock issuable upon such conversion, conversion unless the certificates evidencing such shares of Mandatory Merger Shares are either delivered to the Company or its transfer agent as provided below, or the holder of such Preferred Shares notifies the Company in writing or its transfer agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon surrender by any holder of the certificates formerly representing shares of Mandatory Merger Shares, or the delivery of the indemnification agreement described above, at the office of the Company or any transfer agent for such securities, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of IPO Company Common Stock into which the Mandatory Merger Shares surrendered were convertible on the date on which such automatic conversion occurred. Until surrendered as provided above, each certificate formerly representing shares of Mandatory Merger Shares shall be deemed for all corporate purposes to represent the number of shares of IPO Company Common Stock resulting from such automatic conversion.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price for such series of Preferred. Before any holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein same; provided, however, that in the name or names event of any nominee for such holder in which an automatic conversion pursuant to Section 4(b), the certificate or certificates for outstanding shares of Ordinary Shares Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; and provided, further, that the Corporation shall not be issuedobligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Preferred are either delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Company Corporation shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any later date delivery, or when any conditions specified such agreement and indemnification in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledof a lost certificate, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderPreferred, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidaforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled case of automatic conversion on the date of closing of the offering or the effective date of such written consent, and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.shares of

Mechanics of Conversion. (1) No fractional Common Shares shall be issued upon conversion of Series G Preferred Shares. In lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the closing price of the Common Shares on the Trading Day prior to such conversion. Before any holder of Preferred Shares Holder shall be entitled to convert the same into Ordinary Shares such holder full Common Shares, and to receive certificates therefor, the Holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company or of any Transfer Agent for the Series G Preferred Shares (to the extent not registered in the name of the Securities Depository or its nominee), and shall give written notice to the Company of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to that such holder of Preferred SharesHolder is converting the same; provided, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderhowever, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Common Shares issued issuable upon conversion unless either the certificates evidencing such conversion, unless the holder of such Series G Preferred Shares are delivered to the Company or its Transfer Agent as provided above, or the Holder notifies the Company in writing or its Transfer Agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. The Company shall, as soon as practicable after such delivery (which shall occur automatically for such Series G Preferred Shares represented by a certificate registered in the name of the Securities Depository or its nominee), or after such agreement and indemnification, issue and deliver at such office to such Holder, a certificate or certificates for the number of Common Shares to which such Holder shall be entitled as aforesaid (or the applicable book-entry account shall be created and/or noted as credited with such Common Shares) and a check payable to the Holder in the amount of any cash amounts payable as the result of a conversion into fractional Common Shares, plus any accrued and unpaid dividends on the converted Series G Preferred Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of Series G Preferred Shares to be converted, and the Person or Persons entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Shares on such date.

Mechanics of Conversion. (1) Before any holder of Series A Preferred Shares shall be entitled to convert the same into Ordinary Shares such holder shares of Common as provided in paragraph IV.D(2)(a), he shall surrender the certificate or certificates therefor therefor, duly endorsed (or, if the holder notifies the Corporation that such certificate(s) have been lost, stolen or destroyed, an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates), at the Office office of the Corporation and shall give written notice to the Company of the election Corporation at such office that he elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedsame. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series A Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common to which such holder he shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event of an automatic conversion pursuant to paragraph IV.D(2)(b), the outstanding shares of Series A Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation; provided, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common issuable upon such conversion, automatic conversion unless the certificates evidencing such shares of Series A Preferred are either delivered to the Corporation as provided above, or the holder of such Preferred Shares notifies the Company in writing Corporation that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series A Preferred, a certificate or certificates for the number of shares of Common to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common. Such conversion shall be deemed to have been made immediately prior to and shall be contingent upon the closing of a Qualified Offering, and the person or persons entitled to receive the shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common on such date.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock that the holder is holding and converting into Common Stock at the time of such conversion and the aggregate number of shares of Common Stock issuable upon such conversion. Before any holder of Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares full shares of Common Stock, and to receive certificates therefor, such holder shall either (i) surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock or (ii) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shallsame; provided, as soon as practicable thereafter unless such notice states however, that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of an Automatic Conversion Event, such surrender of the outstanding shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion Stock shall be treated for all purposes as converted automatically without any further action by the record holder or holders of such Ordinary Shares as of shares and whether or not the certificates representing such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior shares are surrendered to the closing of such sale of securities. In the event Corporation or its transfer agent; provided further, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common Stock issuable upon such conversionAutomatic Conversion Event unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, unless or the holder of such Preferred Shares notifies the Company in writing Corporation or its transfer agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder.

Mechanics of Conversion. (1) Before any holder of Series B Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares such holder full shares of Common Stock, and to receive certificates therefor, it shall either (A) surrender the subject Series B Preferred Stock certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Series B Preferred Stock or (B) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Company of the election Corporation at such office that he elects to convert the same (or any part thereof) and shall state therein same; provided, however, that on an Automatic Conversion Date, the name or names of any nominee for such holder in which the certificate or certificates for outstanding shares of Ordinary Shares Series B Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided further, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable in connection therewith unless either the certificates evidencing such shares of Series B Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. On an Automatic Conversion Date, each holder of record of shares of Series B Preferred Stock shall be deemed to be issuedthe holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Series B Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Series B Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder. The Company Corporation shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any later date delivery, or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on after such other date or when such conditions have been fulfilledagreement and indemnification, issue and deliver at such office to such holder of Series B Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderStock, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder he shall be entitled as aforesaidaforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock in accordance with Section 8, plus any declared and unpaid dividends on the converted Series B Preferred Stock. Such conversion A conversion, other than an Automatic Conversion, shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Shares Stock to be converted, converted (or on any such later date or when any conditions specified in requested by the notice have been fulfilled holder), and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If ; provided, however, that if the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, or a QIPOmerger, sale, financing, or liquidation of the Corporation or other event, the conversion may, at the option of any holder tendering Series B Preferred Shares Stock for conversion, be conditioned upon the closing with of such transaction or upon the underwriter occurrence of the sale of securities pursuant to such offeringevent, in which event case the person(s) entitled to receive the Ordinary Shares Common Stock issuable upon such conversion of the Series B Preferred Shares Stock shall not be deemed to have converted such Series B Preferred Shares Stock until immediately prior to the closing of such sale of securities. In transaction or the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder occurrence of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesevent.

Mechanics of Conversion. (1) Before any holder of Preferred Shares shall be entitled In order to convert Class A Senior Convertible Preferred Stock into full shares of Common Stock, the same into Ordinary Shares such holder Holder shall surrender the certificate of certificates therefore, duly endorsed, by either overnight courier or certificates therefor at 2-day courier, or in person to the Office office of the Company or of any transfer agent for its Common Stock, and shall give concurrent written notice to the Company of the election its decision to exercise its right to convert the same Class A Senior Convertible Preferred Stock, or part thereof by telecopying an executed and completed Notice of Conversion (or any part thereofa form of which is attached as Annex A) and to the Company; provided, however, that the Company shall state therein not be obligated to issue certificates evidencing the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock issuable upon such conversion unless either the certificates evidencing such shares of Class A Senior Convertible Preferred Stock are delivered to be issuedthe Company or its transfer agent as provided above, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to evidence such loss and to indemnify the Company from any loss incurred by it in connection with such certificates. The After delivery of the certificates evidencing such shares of Class A Senior Convertible Preferred Stock and executed Notice of Conversion by Holder as set forth herein, the Company shall, shall deliver as soon as reasonably practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder Holder at the address of Preferred Shares, or subject to the transfer restrictions contained in these Articles to Holder on the nominee or nominees books of such holderthe Company, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder the Holder shall be entitled as aforesaidaforesaid and, at the request of Holder, shall issue to Holder a new certificate of Class A Senior Convertible Preferred Stock containing the same date, provisions and stated amount of this Class A Senior Convertible Preferred Stock which shall not have been converted or paid. Such The date on which notice of conversion is given (the “Conversion Date”) shall be deemed to have been made immediately prior to the close of business on be the date set forth in such notice of such surrender of conversion provided that delivery and advance facsimile notice is made as provided above and that the shares of original certificates evidencing the Class A Senior Convertible Preferred Shares Stock to be convertedconverted are received by the transfer agent or the Company within five (5) business days thereafter, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, original certificates evidencing the conversion may, at the option of any holder tendering Class A Senior Convertible Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares Stock to be converted as aforesaid are is not delivered to received by the Company, then transfer agent or the Company within five (5) business days after the Conversion Date, the notice of conversion shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed deemed null and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesvoid.

Mechanics of Conversion. (1) Before any holder of Preferred Shares Stock shall be entitled to voluntarily convert the same into Ordinary Shares such holder shares of Common Stock, he or she shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of this corporation or of any transfer agent for the capital stock of this corporation, and shall give written notice to the Company this corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company This corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In If the event that conversion is in connection with the certificate(sautomatic conversion provisions of subsection 4(b)(ii) representing above, such conversion shall be deemed to have been made on the Preferred Shares to be converted as aforesaid are not delivered to conversion date described in the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon stockholder consent approving such conversion, unless and the holder persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such Preferred Shares notifies the Company in writing that shares of Common Stock as of such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesdate.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of the Preferred Stock. If upon conversion of shares of Preferred Stock held by a registered holder which are being converted, such register holder would, but for the provisions of this Section 3(b), receive a fraction of a share of Common Stock thereon, then in lieu of any such fractional share to which such holder would otherwise be entitled, the Corporation shall round up or down, as the case may be, to the nearest share. Before any holder of the Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares full shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or any transfer agent for the Preferred Stock, and shall give written notice by facsimile or otherwise (the "Conversion Notice") to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein such holder's name or the name or names of any nominee for its nominees in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on thereafter, but in any later event within five business days of the date or when any conditions specified in of its receipt of the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledConversion Notice and original Preferred Stock Certificate, issue and deliver at such office or cause to be issued and delivered to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the its nominee or nominees of such holdernominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidentitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of that the shares of Preferred Shares to be convertedCorporation receives the Conversion Notice by facsimile or otherwise, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares share of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If Upon the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering shares of Preferred Shares for conversionStock, such shares shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior restored to the closing status of such sale of securities. In authorized but unissued shares and may be reissued as a new series by the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue Corporation at any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatestime.

Mechanics of Conversion. To convert shares of 8% Preferred into shares of Common Stock, the holder shall give written notice to the Corporation (1which notice may be given by telefacsimile transmission) Before any that such holder of Preferred Shares shall be entitled elects to convert the same into Ordinary Shares shares and shall state therein date of the conversion, the number of shares to be converted and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. Promptly thereafter, the holder shall surrender the certificate or certificates therefor representing the shares of 8% Preferred to be converted, duly endorsed, at the Office and shall give written notice to the Company office of the election to convert the same (Corporation or any part thereof) and shall state therein the name or names of any nominee transfer agent for such shares, or at such other place designated by the Corporation; provided, that the holder in which shall not be required to deliver all certificates representing such shares if the certificate holder is waiting to receive all or part of the certificates for shares of Ordinary Shares are to be issuedfrom the Corporation. The Company Corporation shall, as soon as practicable thereafter unless immediately upon receipt of such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfillednotice, issue and deliver at such office to such holder of Preferred Shares, or subject to upon the transfer restrictions contained in these Articles to the nominee or nominees order of such holder, against delivery of the certificates representing the shares which have been converted, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled and such certificate or certificates shall not bear any restrictive legend; provided (A) the Common Stock evidenced thereby are sold pursuant to an effective registration statement under the Act, (B) the holder provides the Corporation with an opinion of counsel reasonably acceptable to the Corporation to the effect that a public sale of such shares may be made without registration under the Act, or (C) such holder provides the Corporation with reasonable assurance that such shares can be sold free of any limitations imposed by Rule 144, promulgated under the Act. The Corporation shall cause such issuance to be effected as aforesaidsoon as possible days and shall cause the transmission of the certificates by messenger or overnight delivery service to reach the address designated by such holder within three (3) business days after the receipt of such notice. Such Absent any circumstances substantially beyond the control of the Corporation, the Corporation shall immediately pay such holder in cash or by wire transfer in immediately available funds $500 per day as liquidated damages for each day such shares have not been delivered to the holder after the end of such three (3) business day period. The notice of conversion may be given by a holder via telefacsimile at any time during the day up to 5:00 p.m. New York, New York time and such conversion shall be deemed to have been made immediately prior to the close of business on the date of that such surrender of notice is transmitted to the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the Corporation. The person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock at the close of business on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of shares of Series A Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price. Before any holder of Series A Preferred Shares shall be entitled to convert the same into Ordinary Shares shares of Common Stock pursuant to Section 5(a), such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for shares of Series A Preferred, as the case may be (or affidavits stating that such certificates have been lost, stolen or destroyed), and shall give written notice by mail, postage prepaid, to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state stating therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which Series A Preferred being converted, and such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender receipt by the Corporation or its transfer agent of the shares of stock certificates for the Series A Preferred Shares to be converted, converted or on any later date or when any conditions specified in the notice an affidavit stating that such certificates have been fulfilled and the person lost, stolen or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securitiesdestroyed. In the event of a Forced Conversion pursuant to Section 5(b), the outstanding shares of Series A Preferred shall be converted automatically into shares of Common Stock without any further action by the holder of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or the transfer agent for the Series A Preferred; provided that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common Stock issuable upon such conversionForced Conversion or the payment set forth in Section 5(b)(iv) until the certificates evidencing such shares of Series A Preferred are either delivered to the Corporation or the transfer agent for the Series A Preferred as provided above, unless or the holder of such Preferred Shares notifies delivers to the Company in writing Corporation or the transfer agent an affidavit that such certificate(s) certificates have been lost, stolen or destroyed destroyed. The Corporation shall, as soon as practicable thereafter, issue and executes an agreement satisfactory deliver to such address as the Company holder may direct, a certificate or certificates for the number of shares of Common Stock to indemnify which such holder shall be entitled and the Company from any loss incurred by it applicable payment set forth in connection with such certificatesSection 5(b)(iv).

Mechanics of Conversion. (1) Before Upon the occurrence of any of the enumerated events set forth in the Section 7.1, the holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares such holder this Note shall surrender this Note (accompanied, if requested by the certificate or certificates therefor Maker, by a duly executed instrument of transfer), at the Office and shall give written notice to the Company office of the election to convert the same (or any part thereof) Maker, and shall state therein in writing the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company Maker shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred Sharesholder, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid; and in the event of conversion of only a part of the amount outstanding hereon, the Maker shall execute and deliver to or on the order of the holder hereof at said office, at the expense of the Maker, a new note (“New Note”) in an amount equal to the unconverted portion hereof, which New Note shall be dated and bear interest from the date to which interest shall have been paid on such converted portion. Such conversion shall be deemed to have been made immediately prior to the close of business on (i) the date of such surrender of the shares of Preferred Shares to be convertedthis Note as aforesaid, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPOan underwritten public offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Shares for conversionhereof, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) any persons entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the Preferred Shares this Note, shall not be deemed to have converted such Preferred Shares this Note, or portion hereof, until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1i) Before any holder of To convert Preferred Shares into Common Shares, the holder shall give written notice ("CONVERSION NOTICE") to the Corporation in the form of page 1 of Exhibit A hereto (which Conversion Notice will be entitled given by facsimile transmission no later than the Conversion Date and sent via overnight delivery no later than one Trading Day (as defined below) after the Conversion Date) stating that such holder elects to convert the same into Ordinary and shall state therein the number of Preferred Shares to be converted and the name or names in which such holder wishes the certificate or certificates for Common Shares to be issued (the date of such Conversion Notice shall be referred to herein as the "CONVERSION DATE"). Either simultaneously with the delivery of the Conversion Notice, or within one (1) Trading Day (as defined below) thereafter, the holder shall deliver (which also may be done by facsimile transmission) page 2 to Exhibit A hereto indicating the computation of the number of Common Shares to be received. As soon as possible after delivery of the Conversion Notice, such holder shall surrender the certificate or certificates therefor representing the Preferred Shares being converted, duly endorsed, at the Office and shall give written notice to the Company office of the election Corporation or, if identified in writing to convert all the same (or any part thereof) and shall state therein holders by the name or names Corporation, at the offices of any nominee transfer agent for such holder in which shares. In addition, if the certificate or certificates for shares of Ordinary Common Shares are to be issued. The Company shallissued in the name of a person other than the holder or an affiliate of the holder, the holder shall supply such additional documentation as the Corporation shall reasonably request, to establish that such transfer is in compliance with the Securities Act of 1933, as soon as practicable thereafter unless amended. If the Conversion Notice is delivered prior to the delivery to the holder by the Corporation of the Preferred Shares being converted, then the delivery of such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office Preferred Shares to such holder holder, and surrender to the Corporation of the certificates representing Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business occurred on the date of such surrender books of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled Corporation and the person or persons entitled holder shall have no obligation to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted surrender certificates representing such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesShares.

Mechanics of Conversion. (1) Before any holder of ----------------------- Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office or to such other location as may be designated by the Corporation and the holders of the Preferred Stock, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Stock to be convertedconverted and a check for cash with respect to any fractional interest in a share of the Common Stock as provided in Section 4(h), or on any later date or when any conditions specified in the notice have been fulfilled below, and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such datedate (the "Conversion Date"). If the conversion is in connection with (i) an underwritten offering of securities registered pursuant to the Securities Act of 1933, or (ii) a QIPODeemed Liquidation Event described in Article IV, Section (B)(2)(e)(i), the conversion may, at the option of any holder tendering Preferred Shares Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offeringoffering or the closing of a Deemed Liquidation Event, in which event the person(s) entitled to receive the Ordinary Shares issuable Common Stock upon such conversion of the such Preferred Shares Stock shall not be deemed to have converted such Preferred Shares Stock until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen securities or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesDeemed Liquidation Event.

Mechanics of Conversion. (1) Before any holder of Preferred Multiple Voting Shares shall be entitled to convert Multiple Voting Shares into Subordinate Voting Shares, the same into Ordinary Shares such holder thereof shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Company or of any transfer agent for Subordinate Voting Shares or the equivalent in any non- certificated inventory system (such as, for example, a Direct Registration System) administered by any applicable depository or transfer agent of the Company, and shall give written notice to the Company at its principal corporate office, of the election to convert the same (or any part thereofeach, a “Conversion Notice”) and the Subordinate Voting Shares resulting therefrom shall state therein be registered in the name of the registered holder of the Multiple Voting Shares converted or, subject to payment by the registered holder of any stock transfer or applicable taxes and compliance with any other reasonable requirements of the Company in respect of such transfer, in such name or names as such registered holder may direct in writing. Upon receipt of any nominee for such holder in which the notice and certificate or certificates for shares of Ordinary Shares are to be issued. The and, as applicable, compliance with such other requirements, the Company shallshall (or shall cause its transfer agent to), at its expense, as soon as practicable thereafter unless thereafter, remove or cause the removal of such notice states that holder from the register of holders in respect of the Multiple Voting Shares for which the conversion right is being exercised, add the holder (or any person or persons in whose name or names such converting holder shall have directed the resulting Subordinate Voting Shares to be effective on any later date registered) to the securities register of holders in respect of the resulting Subordinate Voting Shares, cancel or when any conditions specified in cause the notice have been fulfilled in which case conversion shall take effect on cancellation of the certificate or certificates representing such other date or when such conditions have been fulfilled, Multiple Voting Shares and issue and deliver at such office to such holder of Preferred Sharesholder, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates or the equivalent in any non-certificated inventory system (such as, for example, a Direct Registration System) administered by any applicable depository or transfer agent of the number Company, representing the Subordinate Voting Shares issued upon the conversion of shares of Ordinary Shares to which such holder shall be entitled as aforesaidMultiple Voting Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Multiple Voting Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Subordinate Voting Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Subordinate Voting Shares as of such date. If less than all of the conversion is in connection with a QIPOMultiple Voting Shares represented by any certificate are to be converted, the conversion may, at the option of any holder tendering Preferred Shares for conversion, shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) a new certificate representing the Preferred Multiple Voting Shares represented by the original certificate which are not to be converted. A Multiple Voting Share that is converted into Subordinate Voting Shares as aforesaid are not delivered to the Company, then the Company shall not provided for in this subsection 2(f)(viii) will automatically be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatescancelled.

Mechanics of Conversion. To convert shares of 5% Preferred into shares of Common Stock, the holder shall give written notice to the Corporation (1which notice may be given by facsimile transmission) Before any that such holder of Preferred Shares shall be entitled elects to convert the same into Ordinary Shares shares and shall state therein the date of the conversion, the number of shares to be converted and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. Promptly thereafter, the holder shall surrender the certificate or certificates therefor representing the shares to be converted, duly endorsed, at the Office and shall give written notice to the Company office of the election to convert the same (Corporation or any part thereof) and shall state therein the name or names of any nominee transfer agent for such shares, or at such other place designated by the Corporation; provided, that the holder in which shall not be required to deliver the certificate certificates representing such shares if the holder is waiting to receive all or part of such certificates for shares of Ordinary Shares are to be issuedfrom the Corporation. The Company Corporation shall, as soon as practicable thereafter unless immediately upon receipt of such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfillednotice, issue and deliver at such office to such holder of Preferred Shares, or subject to upon the transfer restrictions contained in these Articles to the nominee or nominees order of such holder, against delivery of the certificates representing the shares which have been converted, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidand such certificate or certificates shall not bear any restrictive legend; provided (A) the Common Stock evidenced thereby are sold pursuant to an effective registration statement under the Act, (B) the holder provides the Corporation with an opinion of counsel reasonably acceptable to the Corporation to the effect that a public sale of such shares may be made without registration under the Act, or (C) such holder provides the Corporation with reasonable assurance that such shares can be sold free of any limitations imposed by Rule 144, promulgated under the Act. Such The Corporation shall cause such issuance and delivery to be effected within five (5) business days and shall transmit the certificates by messenger or overnight delivery service to reach the address designated by such holder within five (5) business days after the receipt of such notice. The notice of conversion may be given by a holder at any time during the day up to 5:00 p.m., Lenexa, Kansas time, and such conversion shall be deemed to have been made immediately prior to the close of business on the date such notice of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the conversion is given (a "conversion date"). The person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock at the close of business on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred Shares or Series F Preferred shall be entitled to convert the same into Ordinary Shares such holder shares of Common as provided in paragraph IV.E(2)(a), he shall surrender the certificate or certificates therefor therefor, duly endorsed (or, if the holder notifies the Corporation that such certificate(s) have been lost, stolen or destroyed, an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates), at the Office office of the Corporation and shall give written notice to the Company of the election Corporation at such office that he elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issuedsame. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, Series F Preferred a certificate or certificates for the number of shares of Ordinary Shares Common to which such holder he shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred Shares or Series F Preferred to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event of an automatic conversion pursuant to paragraph IV.E(2)(b), the outstanding shares of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred and Series F Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation; provided, however, that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company Corporation shall not be obligated to issue any certificate(s) representing certificates evidencing the Ordinary Shares issued shares of Common issuable upon such conversion, automatic conversion unless the certificates evidencing such shares of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or Series F Preferred are either delivered to the Corporation as provided above, or the holder of such Preferred Shares notifies the Company in writing Corporation that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or Series F Preferred, a certificate or certificates for the number of shares of Common to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common. Such conversion shall be deemed to have been made immediately prior to and shall be contingent upon the closing of a Qualified Offering, and the person or persons entitled to receive the shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common on such date.

Mechanics of Conversion. (1i) Before any A holder of shares of Series D Preferred Shares Stock that elects to exercise its conversion rights pursuant to Section 5(a)(i) shall provide notice to the Corporation as follows: to exercise its conversion right pursuant to Section 5(a)(i), a holder of shares of Series D Preferred Stock to be entitled to convert the same into Ordinary Shares such holder converted shall surrender the certificate or certificates therefor representing such shares at the Office and shall give written notice to the Company office of the election to convert the same Corporation (or any part thereoftransfer agent of the Corporation previously designated by the Corporation to the holders of Series D Preferred Stock for this purpose) with a written notice of election to convert, completed and signed, specifying the number of shares to be converted. Such holder shall state therein also provide to the name or names of any nominee for Corporation confirmation, reasonably acceptable to the Corporation, that the holder has complied with prior notice and approval procedures applicable to such holder under the laws and regulations of all states relating to investments in which entities engaged in money transmission or the certificate or certificates for sale of checks, to the extent required in connection with such conversion. Unless the shares of Ordinary Shares issuable upon conversion pursuant to Section 5(a)(i) are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified issued in the notice have been fulfilled same name as the name in which case such shares of Series D Preferred Stock are registered, each share surrendered for conversion shall take effect on be accompanied by instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the holder thereof or such other date holder’s duly authorized attorney and an amount sufficient to pay any transfer or when similar tax in accordance with Section 5(b)(vi) (or evidence reasonably satisfactory to the Corporation that such conditions have tax has been fulfilledor will be timely paid). As promptly as practicable, and in any event within two (2) Business Days after the surrender by the holder of the certificates representing shares of Series D Preferred Stock as aforesaid, the Corporation shall issue and shall deliver at such office to such holder of Preferred Sharesor, or subject on the holder’s written order, to the transfer restrictions contained in these Articles to the nominee or nominees of such holder’s transferee, a certificate or certificates for representing the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such Common Stock issuable upon conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender shares and a check payable in an amount corresponding to any fractional interest in a share of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified Common Stock as provided in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesSection 5(b)(vii)).

Mechanics of Conversion. Provided the Purchaser has notified the Company of the Purchaser's intention to sell the Note Shares and the Note Shares are included in an effective registration statement or are otherwise exempt from registration when sold: (i) upon the conversion of the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel reasonably acceptable to the Purchaser following a request by the Purchaser) to assure that the Company's transfer agent shall issue shares of the Company's Common Stock in the name of the Purchaser (or its nominee) or such other persons as designated by the Purchaser in accordance with Section 9.1(b) hereof and in such denominations to be specified representing the number of Note Shares issuable upon such conversion; and (ii) the Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that after the Effectiveness Date (as defined in the respective Registration Rights Agreement) the Note Shares issued will be freely transferable subject to the prospectus delivery requirements of the Securities Act and the provisions of this Agreement, and will not contain a legend restricting the resale or transferability of the Note Shares. Purchaser will give notice of its decision to exercise its right to convert the Note or part thereof by telecopying or otherwise delivering an executed and completed notice of the number of shares to be converted to the Company (the "Notice of Conversion"). The Purchaser will not be required to surrender the Note until the Purchaser receives a credit to the account of the Purchaser's prime broker through the DWAC system (as defined below), representing the Note Shares or until the Note has been fully satisfied. Each date on which a Notice of Conversion is telecopied or delivered to the Company in accordance with the provisions hereof shall be deemed a "Conversion Date." Pursuant to the terms of the Notice of Conversion, the Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Before any holder business day of Preferred Shares shall be entitled to convert the same into Ordinary Shares such holder shall surrender date of the certificate or certificates therefor at the Office and shall give written notice delivery to the Company of the election to convert the same (or any part thereof) Notice of Conversion and shall state therein cause the name or names transfer agent to transmit the certificates representing the Conversion Shares to the Purchaser by crediting the account of any nominee for such holder in which the certificate or certificates for shares Purchaser's prime broker with the Depository Trust Company ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) business days after receipt by the Company of Ordinary Shares are to be issuedthe Notice of Conversion (the "Delivery Date"). The Company shall, as soon as practicable thereafter unless such notice states understands that conversion is to be effective on any later date or when any conditions specified a delay in the notice have been fulfilled delivery of the Note Shares in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office the form required pursuant to such holder of Preferred Shares, or subject Section 9 hereof beyond the Delivery Date could result in economic loss to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securitiesPurchaser. In the event that the certificate(s) representing Company fails to direct its transfer agent to deliver the Preferred Note Shares to be converted as aforesaid the Purchaser via the DWAC system within the time frame set forth in Section 9.1(b) above and the Note Shares are not delivered to the CompanyPurchaser by the Delivery Date, then as compensation to the Purchaser for such loss, the Company agrees to pay late payments to the Purchaser for late issuance of the Note Shares in the form required pursuant to Section 9 hereof upon conversion of the Note in the amount equal to the greater of: (i) $500 per business day after the Delivery Date; or (ii) the Purchaser's actual damages from such delayed delivery. Notwithstanding the foregoing, the Company will not owe the Purchaser any late payments if the delay in the delivery of the Note Shares beyond the Delivery Date is solely out of the control of the Company and the Company is actively trying to cure the cause of the delay. The Company shall not be obligated pay any payments incurred under this Section in immediately available funds upon demand and, in the case of actual damages, accompanied by reasonable documentation of the amount of such damages. Such documentation shall show the number of shares of Common Stock the Purchaser is forced to issue any certificate(spurchase (in an open market transaction) representing which the Ordinary Shares issued Purchaser anticipated receiving upon such conversion, unless and shall be calculated as the holder amount by which (A) the Purchaser's total purchase price (including customary brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Note, for which such Conversion Notice was not timely honored. Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum amount permitted by such law, any payments in excess of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to maximum shall be credited against amounts owed by the Company to indemnify a Purchaser and thus refunded to the Company from any loss incurred by it in connection with such certificatesCompany.

Mechanics of Conversion. (1) Before In the case of a Voluntary Conversion, before any holder of Series B Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company In the case of a Mandatory Conversion, the Corporation shall give written notice to the holder of Series B Preferred Stock at the address indicated in the Corporation’s stock ledger, of the satisfaction of the conditions for a Mandatory Conversion and promptly after receipt of such notice, the holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock. In either case, the Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series B Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidaforesaid (or, if consistent with the Corporation’s practice of issuing shares of Common Stock, non-certificated shares of Common Stock represented by book-entry on the records of the Corporation or the Corporation’s transfer agent). Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) No fractional shares of Class B Common shall be issued upon conversion of the Series B. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price. Before any holder of Preferred Shares Series B shall be entitled to convert the same into Ordinary Shares such holder full shares of Class B Common, and to receive certificates therefor, he shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Series B, and shall give written notice to the Company of the election Corporation at such office that he elects to convert the same (or any part thereofsame; provided, however, that in the event of an automatic conversion pursuant to paragraph 4(b) and shall state therein above, the name or names of any nominee for such holder in which the certificate or certificates for outstanding shares of Ordinary Shares Series B shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, that the Corporation shall not be issuedobligated to issue certificates evidencing the shares of Class B Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Company Corporation shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any later date delivery, or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on after such other date or when such conditions have been fulfilledagreement and indemnification, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderSeries B, a certificate or certificates for the number of shares of Ordinary Shares Class B Common to which such holder he shall be entitled as aforesaid. aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class B Common, plus any declared and unpaid dividends on the converted Series B. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Series B to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Class B Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Class B Common on such date. If ; provided, however, that if the conversion is in connection with any liquidation, dissolution or winding up of the Corporation (or deemed occurrence of such event pursuant to subsection 3(d) above) (a QIPO"Liquidation Event"), the conversion may, at the option of any holder tendering Preferred Shares Series B for conversion, be conditioned upon the closing with the underwriter consummation of the sale of securities pursuant to such offeringLiquidation Event, in which event the person(s) entitled to receive the Ordinary Shares Class B Common issuable upon such conversion of the Preferred Shares Series B shall not be deemed to have converted such Preferred Shares Series B until immediately prior to the closing consummation of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesLiquidation Event.

Mechanics of Conversion. (1) Before any Each holder of Series A Preferred Shares shall be entitled Stock that desires to convert the same into Ordinary Shares such holder shares of Common Stock shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office and shall give principal office of the Corporation or of any transfer agent for the Series A Preferred Stock or Common Stock, accompanied by written notice to the Company of the election Corporation that such holder elects to convert the same (or any part thereofand stating therein the number of shares of Series A Preferred Stock being converted and whether all declared and unpaid dividends in respect of such shares shall be included in the calculation set forth in Section 5(a) hereof, and shall state therein setting forth the name or names of any nominee for in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issuedissued if such name or names shall be different from that of such holder. The Company shallThereupon, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion Corporation shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office on the fifth succeeding Business Day after receipt of such certificate and notice (unless such conversion is in connection with an underwritten public offering of Common Stock, in which event concurrently with such conversion) to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of on such holder's written order, (i) a certificate or certificates for the number of validly issued, fully paid and nonassessable full shares of Ordinary Shares Common Stock to which such holder shall be is entitled as aforesaidand (ii) if less than the full number of shares of Series A Preferred Stock evidenced by the surrendered certificate or certificates being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares converted. Such Each conversion shall be deemed to have been made effected immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be convertedconverted (except that if such conversion is in connection with an underwritten public offering of Common Stock, or on any later date or when any conditions specified in the notice then such conversion shall be deemed to have been fulfilled effected upon such surrender) so that the rights of the holder thereof as to the shares being converted shall cease at such time except for (x) the right to receive shares of Common Stock and (y) if the holder of the shares being so converted shall have elected to receive dividends subsequent to such conversion, all accrued and unpaid dividends in accordance herewith, and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock at such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatestime.

Mechanics of Conversion. (1) Before In the case of a Voluntary Conversion, before any holder of Series A Preferred Shares Stock shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice to the Company Corporation at its principal corporate office, of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued. The Company In the case of a Mandatory Conversion, the Corporation shall give written notice to the holder of Series A Preferred Stock at the address indicated in the Corporation’s stock ledger, not sooner than the earlier to occur of (i) the Redemption Expiration Date or (ii) the date on which the Corporation receives the written, irrevocable decision of the holder of Series A Preferred Stock not to require a Redemption pursuant to Section 6, of the satisfaction of the conditions for a Mandatory Conversion and promptly after receipt of such notice, the holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series A Preferred Stock. In either case, the Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Series A Preferred SharesStock, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaidaforesaid (or, if consistent with the Corporation’s practice of issuing shares of Common Stock, non-certificated shares of Common Stock represented by book-entry on the records of the Corporation or the Corporation’s transfer agent). Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Shares Stock to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any holder of Series A Preferred Shares shall be entitled to convert the same into Ordinary Shares shares of Common Stock, such holder shall surrender the certificate or certificates therefor thereof, duly endorsed, at the Office office of the Corporation or of any transfer agent for such stock, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein the name or names of any nominee for in which such holder in which wishes the certificate or certificates for shares of Ordinary Shares are Common Stock to be issued; provided, however, that in the event of an automatic conversion pursuant to Section 3(b), the outstanding shares of Series A Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; and provided, further, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Series A Preferred are either delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificate. The Company Corporation shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in after delivery of the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledSeries A Preferred certificates, issue and deliver at such office to such holder of Series A Preferred Shares, or subject to the transfer restrictions contained in these Articles to the its nominee or nominees of such holdernominees, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the . The person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as shares of Common Stock on such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) No fractional shares of Common Stock shall be issued upon conversion of the Series B Preferred; the number of shares of Common Stock issuable upon conversion of the Series B Preferred shall be rounded down to the nearest whole number of shares of Common Stock. Before any holder of the Series B Preferred Shares shall be entitled to convert the same into Ordinary Shares full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office office of the Corporation or of any transfer agent for the Series B Preferred, and shall give written notice to the Company of the election Corporation at such office that such holder elects to convert the same (or any part thereof) and shall state therein same; PROVIDED, HOWEVER, that in the name or names event of any nominee for such holder in which a conversion pursuant to Section 4(b), the certificate or certificates for outstanding shares of Ordinary Shares the Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; and PROVIDED, FURTHER, that the Corporation shall not be issuedobligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of the Series B Preferred are either delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify it for losses incurred as a result of the loss of such certificates. The Company Corporation shall, as soon as practicable thereafter unless after such notice states that conversion is to be effective on any later date delivery, or when any conditions specified such agreement and indemnification in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledof a lost certificate, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderSeries B Preferred, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of the Series B Preferred Shares to be converted, or on any later date or when any conditions specified or, in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders case of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.automatic

Mechanics of Conversion. (1) Before the Holder converts any holder of Preferred Shares shall be entitled to convert the same Principal Amount hereof or accrued interest hereon into Ordinary Shares shares of Common Stock, such holder Holder shall surrender the certificate or certificates therefor this Note, duly endorsed, at the Office principal office of the Company and shall give written notice to the Company at such office of the its election to convert the same (all or any part thereof) and portion of the Conversion Amount into shares of Common Stock (the "Conversion Notice"). The Conversion Notice shall state therein (i) the Conversion Amount, and (ii) the name of the Holder or names the name(s) of any nominee for the nominee(s) of such holder Holder, and their respective addresses, in which the certificate or certificates for shares of Ordinary Shares are to Common Stock issuable upon such conversion shall be issued. The Company shallNote shall be accompanied by proper cancellation and satisfaction of payment thereof to the Company. The date when such written notice is received by the Company, as soon together with the cancellation and satisfaction of payment of the Note shall be the "Conversion Date." As promptly as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in after the notice have been fulfilled in which case conversion Conversion Date, the Company shall take effect on such other date or when such conditions have been fulfilled, issue and shall deliver at such office to such holder of Preferred Sharesthe Holder, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of on its written order, such holder, a certificate or certificates for the number of whole shares of Ordinary Shares Common Stock issuable upon the conversion of the Note in accordance with the provisions of this Section 3, rounded down to which the nearest whole share as provided in Section 3(d), in respect of any fraction of a share of Common Stock issuable upon such holder shall be entitled as aforesaidconversion. Such conversion shall be deemed to have been made effected immediately prior to the close of business on the date of Conversion Date, and at such surrender time the rights of the Holder as holder of the Note shall cease and the person(s) in whose name(s) any certificate(s) for shares of Preferred Shares to Common Stock shall be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as deemed to have become the record holder or holders of such Ordinary Shares record of the shares of Common Stock represented thereby. Following any conversion as of such date. If the conversion is in connection with a QIPOprovided herein, the conversion may, at Principal Amount of this Note shall be reduced in an amount equal to the option of any holder tendering Preferred Shares for conversion, portion so converted. Appropriate adjustments shall be conditioned upon made on the closing with the underwriter records of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Mechanics of Conversion. (1) Before any Each holder of whose Class E Preferred Shares shall be entitled are converted pursuant to convert the same into Ordinary Shares such holder Section 3.1 shall surrender the certificate or certificates therefor therefor, duly endorsed, at the Office and shall give written notice to the Company office of the election to convert Corporation or Cura-Can, as the same (case may be, or any part thereof) and shall state therein transfer agent for the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shallthe Corporation or Cura-Can, as soon the case may be. Thereupon, the Corporation or Cura-Can, as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion applicable, shall take effect on such other date or when such conditions have been fulfilled, promptly issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Common Shares or Cura-Can Shares, as applicable, to which such holder is entitled. Any conversion pursuant to Section 3.1 shall be entitled as aforesaid. Such conversion effected without any further action by the holders of the Class E Preferred Shares, and whether or not the certificates representing such shares are surrendered to the Corporation or Cura-Can or their respective transfer agent; provided, however, that neither the Corporation nor Cura-Can shall be deemed obliged to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred issue certificates evidencing Common Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Cura-Can Shares issuable upon such conversion shall be treated for all purposes as unless the record holder or holders of certificates evidencing such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Class E Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not either delivered to the CompanyCorporation or Cura-Can or their respective transfer agent, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless or the holder of such Preferred Shares notifies the Company in writing Corporation or Cura-Can or their respective transfer agent that such certificate(s) certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation or Cura-Can to indemnify the Company Corporation or Cura-Can from any loss incurred by it in connection with such certificates. Upon the conversion of any Class E Preferred Shares pursuant to this Article 3, all rights with respect to the Class E Preferred Shares will terminate and such shares shall cease to be outstanding Class E Preferred Shares, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor (or otherwise subject to the terms of this Section 3.2, to receive certificates for the number of Common Shares or Cura-Can into which such Class E Preferred Shares have been converted (which certificates shall be delivered to the holders of the Class E Preferred Shares so converted within ten (10) days of the later of: (i) the conversion thereof; and (ii) the date of surrender of certificate(s) representing the Class E Preferred Shares so converted).

Mechanics of Conversion. (1) Before any holder of Preferred Shares Holder shall be entitled to convert the same this Note, in whole or in part, into Ordinary Shares such holder shares of Common Stock, he shall surrender the certificate or certificates therefor this Note at the Office office of the Company, and shall give written notice in person, or by facsimile, mail, postage prepaid, to the Company at its principal corporate office, of the Xxxxxx's election to convert the same (or any part thereof) Note and shall state therein the portion of the principal amount of the Note to be converted and the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares Common Stock are to be issued, the address of such persons to beused for record purposes, and the address(s) to which the certificate(s) should be delivered if different from the record address. Such notice shalt be on the form attached to this Note as Exhibit 'A'. The Company shall, shall as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilledthereafter, issue and deliver at such office to such holder of Preferred SharesHolder, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holderHolder, a certificate or certificates for the number of shares of Ordinary Shares Common Stock to which such holder Holder shall be entitled as aforesaidaforesaid and, if less than the full principal amount of the note is converted, a new Note representing the uncoverted balance which remains outstanding. Any interest accrued but unpaid on the converted portion of the Note shall be paid upon conversion; any interest accrued but unpaid on the non-converted portion of the Note shall be paid in due course under the replacement Note. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares Note to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares shares of Common Stock as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.