Common use of Automatic Conversion Clause in Contracts

Automatic Conversion. Upon and following the earlier to occur of (i) -------------------- receipt by the Corporation of the FCC Approval and (ii) October 31, 1999 and until the fourth anniversary of the earlier to occur of (i) and (ii), upon the earlier to occur of (1) an Initial Public Offering, the public offering price of which is at least $35,000,000 in the aggregate and (2) the listing of the Common Stock on the New York Stock Exchange, Inc. or the American Stock Exchange, Inc. or the trading of the Common Stock on the Nasdaq National Market ("NASDAQ"), if the Market Price (as hereinafter ------ defined) of the Common Stock shall on any day be at a level such that, if all the outstanding shares of Series C Preferred Stock were converted into the number of shares of Common Stock into which such Series C Preferred Stock is convertible pursuant to this Section 6, and such shares of Common Stock were then sold at the Market Price, the proceeds of such sale would exceed by at least 20% the amount determined by multiplying the number of outstanding shares of Series C Preferred Stock by the Conversion Price (which amount shall be subject to equitable adjustment wherever there shall occur a stock split, combination, reclassification or other similar event involving the Series C Preferred Stock), then all outstanding shares of Series C Preferred Stock shall be converted automatically into the number of shares of Common Stock into which such shares are convertible pursuant to this Section 6 as of immediately prior to the occurrence of such event, without further action by the Holders and whether or not the certificates representing such shares are surrendered to the Corporation or its Transfer Agent for the Common Stock, provided that all declared and unpaid dividends on such shares of Series C Preferred Stock shall first have been paid in full. The "Market Price" of the Common Stock shall be the average of the ------------ reported last sales prices on an exchange or on NASDAQ for the Common Stock on each of the twenty (20) preceding Trading Days on which a reported sale of the Common Stock took place. The Series C Preferred Stock shall not be automatically converted pursuant to this Section 6(c) prior to the earlier to occur of (i) receipt by the Corporation of the FCC Approval and (ii) October 31, 1999 or after the fourth anniversary of the earlier to occur of (i) and (ii)." SECOND, that in lieu of a meeting and vote of stockholders, the stockholders of the Corporation having not less than the minimum number of votes necessary to authorize such action have given written consent to, and duly adopted, said amendments in accordance with the provisions of Sections 228(a) and 242 of the General Corporation Law of the State of Delaware, and written notices to any non-consenting stockholders have been given in accordance with Section 228(e) of the General Corporation Law of the State of Delaware.

Automatic Conversion. Upon and following the earlier to occur of (i) -------------------- receipt by the Corporation of the FCC Approval and (ii) October 31, 1999 and until the fourth anniversary of the earlier to occur of (i) and (ii), upon the earlier to occur of (1) an Initial Public Offering, the public offering price of which is at least $35,000,000 in the aggregate and (2) the listing of the Common Stock on the New York Stock Exchange, Inc. or the American Stock Exchange, Inc. or the trading of the Common Stock on the Nasdaq National Market ("NASDAQ"), if the Market Price (as hereinafter ------ defined) of the Common Stock shall on any day be at a level such that, if all the outstanding shares of Series C B Preferred Stock were converted into the number of shares of Common Stock into which such Series C B Preferred Stock is convertible pursuant to this Section 6, and such shares of Common Stock were then sold at the Market Price, the proceeds of such sale would exceed by at least 20% the amount determined by multiplying the number of outstanding shares of Series C B Preferred Stock by the Conversion Price (which amount shall be subject to equitable adjustment wherever there shall occur a stock split, combination, reclassification or other similar event involving the Series C B Preferred Stock), then all outstanding shares of Series C B Preferred Stock shall be converted automatically into the number of shares of Common Stock into which such shares are convertible pursuant to this Section 6 as of immediately prior to the occurrence of such event, without further action by the Holders and whether or not the certificates representing such shares are surrendered to the Corporation or its Transfer Agent for the Common Stock, provided that all declared and unpaid dividends on such shares of Series C B Preferred Stock shall first have been paid in full. The "Market Price" of the Common Stock shall be the ------------ average of the ------------ reported last sales prices on an exchange or on NASDAQ for the Common Stock on each of the twenty (20) preceding Trading Days on an which a reported sale of the Common Stock took place. The Series C B Preferred Stock shall not be automatically converted pursuant to this Section 6(c) prior to the earlier to occur of (i) receipt by the Corporation of the FCC Approval and (ii) October 31, 1999 or after the fourth anniversary of the earlier to occur of (i) and (ii)." SECOND, that in lieu of a meeting and vote of stockholders, the stockholders of the Corporation having not less than the minimum number of votes necessary to authorize such action have given written consent to, and duly adopted, said amendments in accordance with the provisions of Sections 228(a) and 242 of the General Corporation Law of the State of Delaware, and written notices to any non-consenting stockholders have been given in accordance with Section 228(e) of the General Corporation Law of the State of Delaware."

Automatic Conversion. Upon and following In the earlier event that the Holder sells or -------------------- otherwise transfers the portion of this Note equal to occur the original principal amount of (i) -------------------- receipt by this Note to Xxxxx Associates pursuant to the Corporation terms of the FCC Approval and Xxxxx Agreement, (iia) October 31, 1999 and until the fourth anniversary of the earlier to occur of (i) and (ii), upon the earlier to occur of (1) an Initial Public Offering, the public offering price of which is at least $35,000,000 in the aggregate and (2) the listing of the Common Stock on the New York Stock Exchange, Inc. or the American Stock Exchange, Inc. or the trading of the Common Stock on the Nasdaq National Market ("NASDAQ"), if the Market Price (as hereinafter ------ defined) of the Common Stock this Note shall on any day automatically be at a level such that, if all the outstanding shares of Series C Preferred Stock were converted into the number of shares of Series A Preferred Stock of the Parent determined by dividing the principal amount of this Note so converted by the lesser of (i) $150 and (ii) 50 times the greater of $1 and the average of the closing prices of the Company's Common Stock into as quoted in the Nasdaq National Market or the principal exchange on which such Series C Preferred the Common Stock is listed for 10 trading days prior to the date of conversion, provided, however, that without the approval of the stockholders of Parent, this Note shall not be convertible pursuant to this Section 6, and such shares of Common Stock were then sold at the Market Price, the proceeds of such sale would exceed by at least 20% the amount determined by multiplying the number of outstanding into shares of Series C A Preferred Stock representing more than nineteen and ninety-nine one hundredths percent (19.99%) of the voting power of the Parent or nineteen and ninety-nine one hundredths percent (19.99%) of the outstanding Common Stock of the Parent, and (b) the Company shall immediately issue to the Holder a new Note in an original principal amount equal to all PIK Interest and all accrued and unpaid interest to the date of conversion that is unpaid on this Note. The conversion of this Note shall be effective automatically, without any further action by the Conversion Price (which amount Holder or Xxxxx Associates and whether or not this Note is surrendered to the Parent; provided that the Parent shall not be subject obligated to equitable adjustment wherever there shall occur a stock split, combination, reclassification or other similar event involving the Series C Preferred Stock), then all outstanding issue to Xxxxx Associates certificates evidencing shares of Series C A Preferred Stock issuable upon such conversion unless this Note is delivered to the Parent. From and after the date of conversion, this Note shall be converted automatically into deemed to have been paid in full and shall be canceled." The Loan Parties hereby acknowledge the convertible nature of the Convertible Notes. The Parent has duly authorized the issuance of Series A Preferred Stock upon conversion of each Convertible Note pursuant to its terms and shall at all times reserve and keep available out of its authorized but unissued shares of Series A Preferred Stock, solely for the purpose of issuance upon the conversion of any Convertible Notes, such number of shares of Common Stock into which such shares are convertible pursuant to this Section 6 as of immediately prior to the occurrence of such event, without further action by the Holders and whether or not the certificates representing such shares are surrendered to the Corporation or its Transfer Agent for the Common Stock, provided that all declared and unpaid dividends on such shares of Series C A Preferred Stock shall first have been paid in full. The "Market Price" issuable upon the conversion of the Common Stock shall be the average of the ------------ reported last sales prices on an exchange or on NASDAQ for the Common Stock on each of the twenty (20) preceding Trading Days on which a reported sale of the Common Stock took place. The Series C Preferred Stock shall not be automatically converted pursuant to this Section 6(c) prior to the earlier to occur of (i) receipt by the Corporation of the FCC Approval and (ii) October 31, 1999 or after the fourth anniversary of the earlier to occur of (i) and (ii)all outstanding Convertible Notes." SECOND, that in lieu of a meeting and vote of stockholders, the stockholders of the Corporation having not less than the minimum number of votes necessary to authorize such action have given written consent to, and duly adopted, said amendments in accordance with the provisions of Sections 228(a) and 242 of the General Corporation Law of the State of Delaware, and written notices to any non-consenting stockholders have been given in accordance with Section 228(e) of the General Corporation Law of the State of Delaware.

Automatic Conversion. Upon and The Conversion Amount shall automatically be converted into shares of Common Stock based on the then-effective applicable Conversion Price (an “Automatic Conversion”) on the fifth (5th) Trading Day immediately following the earlier to occur of first Trading Day after the Issuance Date (the “Automatic Conversion Date”) on which (i) -------------------- receipt by the Corporation Weighted Average Price of the FCC Approval Common Stock for each Trading Day during a consecutive twenty (20) Trading Day period (the “Automatic Conversion Measuring Period”) equals or exceeds $5.00 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the Subscription Date) and (ii) October 31no Equity Conditions Failure has occurred. The Company shall deliver within two (2) Trading Days following the end of such Automatic Conversion Measuring Period a written notice thereof by facsimile or electronic mail and overnight courier to all, 1999 and until the fourth anniversary but not less than all, of the earlier holders of Notes and the Transfer Agent (the “Automatic Conversion Notice” and the date the Holder and all the holders of the Other Notes receive such notice is referred to occur of as the “Automatic Conversion Notice Date”). The Automatic Conversion Notice shall (i) state (a) the Automatic Conversion Date, (b) the aggregate Conversion Amount of the Notes which shall be subject to Automatic Conversion from the Holder and all of the holders of the Other Notes pursuant to this Section 3(c)(v) (and analogous provisions under the Other Notes) and (ii), upon the earlier to occur of (1c) an Initial Public Offering, the public offering price of which is at least $35,000,000 in the aggregate and (2) the listing of the Common Stock on the New York Stock Exchange, Inc. or the American Stock Exchange, Inc. or the trading of the Common Stock on the Nasdaq National Market ("NASDAQ"), if the Market Price (as hereinafter ------ defined) of the Common Stock shall on any day be at a level such that, if all the outstanding shares of Series C Preferred Stock were converted into the number of shares of Common Stock into which to be issued to the Holder on the Automatic Conversion Date and (ii) certify that there has been no Equity Conditions Failure on any day during the period beginning on the first day of the Equity Conditions Measuring Period relating to the first date of the Automatic Conversion Measuring Period and ending on, and including, the Automatic Conversion Date. This Note and all of the outstanding Other Notes shall be converted automatically on the Automatic Conversion Date without any further action by the Holder and the holders of such Series C Preferred Stock is convertible pursuant Other Notes and whether or not this Note or the Other Notes are surrendered to the Company or its Transfer Agent. Upon the occurrence of such Automatic Conversion of this Note and the Other Notes, including, without limitation, the delivery of the applicable Conversion Shares, this Note will be deemed converted in full on the Automatic Conversion Date, and the Holder and the holders of the Other Notes shall be deemed to have surrendered such Notes to the Company. Notwithstanding anything to the contrary in this Section 63(c)(v), and such until the Automatic Conversion has occurred, the Conversion Amount subject to the Automatic Conversion may be converted, in whole or in part, by the Holder into shares of Common Stock were then sold at the Market Price, the proceeds of such sale would exceed by at least 20% the amount determined by multiplying the number of outstanding shares of Series C Preferred Stock pursuant to Sections 3(c)(i). All Conversion Amounts converted by the Holder after the Automatic Conversion Price (which amount Notice Date shall be subject reduce the Conversion Amount of this Note to equitable adjustment wherever there shall occur a stock split, combination, reclassification or other similar event involving the Series C Preferred Stock), then all outstanding shares of Series C Preferred Stock shall be converted automatically into on the number of shares of Common Stock into which such shares are convertible pursuant to this Section 6 as of immediately prior to the occurrence of such event, without further action by the Holders and whether or not the certificates representing such shares are surrendered to the Corporation or its Transfer Agent for the Common Stock, provided that all declared and unpaid dividends on such shares of Series C Preferred Stock shall first have been paid in full. The "Market Price" of the Common Stock shall be the average of the ------------ reported last sales prices on an exchange or on NASDAQ for the Common Stock on each of the twenty (20) preceding Trading Days on which a reported sale of the Common Stock took place. The Series C Preferred Stock shall not be automatically converted pursuant to this Section 6(c) prior to the earlier to occur of (i) receipt by the Corporation of the FCC Approval and (ii) October 31, 1999 or after the fourth anniversary of the earlier to occur of (i) and (ii)Automatic Conversion Date." SECOND, that in lieu of a meeting and vote of stockholders, the stockholders of the Corporation having not less than the minimum number of votes necessary to authorize such action have given written consent to, and duly adopted, said amendments in accordance with the provisions of Sections 228(a) and 242 of the General Corporation Law of the State of Delaware, and written notices to any non-consenting stockholders have been given in accordance with Section 228(e) of the General Corporation Law of the State of Delaware.

Automatic Conversion. Upon and following Subject to the earlier to occur of limitations set forth in Paragraph C (i) -------------------- receipt by the Corporation of the FCC Approval this Article IV and provided all Ordinary Shares issuable upon conversion of all outstanding shares of Series B Preferred Shares are then (i) authorized and reserved for issuance, (ii) October 31registered under the Securities Act of 1933, 1999 and until as amended (the fourth anniversary "SECURITIES ACT") for resale by the holders of the earlier to occur such shares of (i) Series B Preferred Shares and (ii)iii) eligible to be traded on either the Nasdaq, upon the earlier to occur of (1) an Initial Public Offering, the public offering price of which is at least $35,000,000 in the aggregate and (2) the listing of the Common Stock on the New York Stock Exchange, Inc. Exchange or the American Stock Exchange, Inc. or each share of Series B Preferred Shares issued and outstanding on the trading second anniversary of the Common Stock on Preferred Issuance Date (the Nasdaq National Market ("NASDAQAUTOMATIC CONVERSION DATE"), if the Market Price (as hereinafter ------ defined) of the Common Stock shall on any day be at a level such that, if all the outstanding shares of Series C Preferred Stock were converted into the number of shares of Common Stock into which such Series C Preferred Stock is convertible pursuant to this Section 6, and such shares of Common Stock were then sold at the Market Price, the proceeds of such sale would exceed by at least 20% the amount determined by multiplying the number of outstanding shares of Series C Preferred Stock by the Conversion Price (which amount shall be subject to equitable adjustment wherever there shall occur a stock split, combination, reclassification or other similar event involving the Series C Preferred Stock), then all outstanding shares of Series C Preferred Stock automatically shall be converted automatically into the number of shares of Common Stock into which such shares are convertible pursuant to this Section 6 as of immediately prior to the occurrence of such event, without further action by the Holders and whether or not the certificates representing such shares are surrendered to the Corporation or its Transfer Agent for the Common Stock, provided that all declared and unpaid dividends Ordinary Shares on such shares of Series C Preferred Stock shall first have been paid in full. The "Market Price" of the Common Stock shall be the average of the ------------ reported last sales prices on an exchange or on NASDAQ for the Common Stock on each of the twenty (20) preceding Trading Days on which a reported sale of the Common Stock took place. The Series C Preferred Stock shall not be automatically converted pursuant to this Section 6(c) prior to the earlier to occur of (i) receipt by the Corporation of the FCC Approval and (ii) October 31, 1999 or after the fourth anniversary of the earlier to occur of (i) and (ii)." SECOND, that in lieu of a meeting and vote of stockholders, the stockholders of the Corporation having not less than the minimum number of votes necessary to authorize such action have given written consent to, and duly adopted, said amendments date in accordance with the provisions conversion formulas set forth in Paragraph A of Sections 228(athis Article IV (the "AUTOMATIC CONVERSION"). If the Automatic Conversion occurs, the Company and the holders of Series B Preferred Shares shall follow the applicable conversion procedures set forth in Paragraph B of this Article IV; PROVIDED, HOWEVER, that the holders of Series B Preferred Shares are not required to deliver a Notice of Conversion to the Company or its transfer agent. If the Automatic Conversion does not occur, each holder of Series B Preferred Shares shall thereafter have the option, exercisable in whole or in part at any time and from time to time by delivery of a Redemption Notice to the Company, to require the Company to purchase for cash, at an amount per share equal to the Redemption Amount, the holder's Series B Preferred Shares. If the Company fails to redeem any of such shares within five (5) and 242 of business days after the General Corporation Law of day on which the State of DelawareCompany receives such Redemption Notice (the "REDEMPTION DATE"), and written notices then such holder shall be entitled to any non-consenting stockholders have been given the remedies provided in accordance with Section 228(e) of the General Corporation Law of the State of Delaware.Article VIII.C.

Automatic Conversion. Upon and following Each share of Series B Preferred shall automatically be converted into shares of Common Stock at the earlier to occur then effective Conversion Rate of such stock (i) -------------------- receipt by immediately prior to the closing of the first firmly underwritten public offering of Common Stock of the Corporation that occurs after March [__], 2000 and that is pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission (or any other federal agency at the time administering the Securities Act of 1933, as amended (the FCC Approval "Act")) under the Act, covering the offer and sale of Common Stock to the public at a public offering price per share (before deductions for underwriter commissions and expenses) of not less than four times the then prevailing Conversion Price and that results in proceeds to the Corporation (before deduction for underwriter commissions and expenses) of at least $10,000,000 (a "Qualified Offering"), and (ii) October 31, 1999 and until the fourth anniversary of the earlier to occur of (i) and (ii), upon the earlier to occur conversion of (1) an Initial Public Offering, the public offering price a number of which is at least $35,000,000 in the aggregate and (2) the listing of the Common Stock on the New York Stock Exchange, Inc. or the American Stock Exchange, Inc. or the trading of the Common Stock on the Nasdaq National Market ("NASDAQ"), if the Market Price (as hereinafter ------ defined) of the Common Stock shall on any day be at a level such that, if all the outstanding shares of Series C B Preferred Stock were which when added to all shares of Series B Preferred previously converted into at any time equals at least 60% of the number of shares of Common Stock into which such Series C B Preferred Stock is convertible issued pursuant to this Section 6a Securities Purchase Agreement (the "Securities Purchase Agreement") dated March [__], 2000 between the Corporation and Pangea Internet Advisors LLC. Upon such shares of Common Stock were then sold at the Market Priceautomatic conversion, the proceeds of such sale would exceed by at least 20% the amount determined by multiplying the number of outstanding shares of Series C Preferred Stock by the Conversion Price (which amount any declared but unpaid dividends shall be subject to equitable adjustment wherever there shall occur a stock split, combination, reclassification or other similar event involving the Series C Preferred Stock), then all outstanding shares of Series C Preferred Stock shall be converted automatically into the number of shares of Common Stock into which such shares are convertible pursuant to this Section 6 as of immediately prior to the occurrence of such event, without further action by the Holders and whether or not the certificates representing such shares are surrendered to the Corporation or its Transfer Agent for the Common Stock, provided that all declared and unpaid dividends on such shares of Series C Preferred Stock shall first have been paid in full. The "Market Price" of the Common Stock shall be the average of the ------------ reported last sales prices on an exchange or on NASDAQ for the Common Stock on each of the twenty (20) preceding Trading Days on which a reported sale of the Common Stock took place. The Series C Preferred Stock shall not be automatically converted pursuant to this Section 6(c) prior to the earlier to occur of (i) receipt by the Corporation of the FCC Approval and (ii) October 31, 1999 or after the fourth anniversary of the earlier to occur of (i) and (ii)." SECOND, that in lieu of a meeting and vote of stockholders, the stockholders of the Corporation having not less than the minimum number of votes necessary to authorize such action have given written consent to, and duly adopted, said amendments in accordance with the provisions of Sections 228(a) and 242 Section 4(c). In the event of the General Corporation Law automatic conversion of the State Series B Preferred upon a Qualified Offering, the person(s) entitled to receive the Common Stock issuable upon such conversion of DelawareSeries B Preferred shall not be deemed to have converted such Series B Preferred until immediately prior to the closing of such sale of securities. Notwithstanding the foregoing provisions of this Section 4(b), no automatic conversion of the Series B Preferred shall be effected unless and until such conversion will not violate any laws, rules, regulations, orders or other legal requirements of any governing body or until the Charter Amendment shall have occurred, and written notices such automatic conversion shall be held in abeyance pending compliance with any such requirements, provided that the holders of Series B Preferred will use their best efforts to any non-consenting stockholders have been given in accordance comply with Section 228(e) of the General Corporation Law of the State of Delawaresuch requirements.

Automatic Conversion. Upon and following In the earlier event that the Holder sells or otherwise -------------------- transfers the portion of this Note equal to occur the original principal amount of (i) -------------------- receipt by this Note to Xxxxx Associates pursuant to the Corporation terms of the FCC Approval and Xxxxx Agreement, (iia) October 31, 1999 and until the fourth anniversary of the earlier to occur of (i) and (ii), upon the earlier to occur of (1) an Initial Public Offering, the public offering price of which is at least $35,000,000 in the aggregate and (2) the listing of the Common Stock on the New York Stock Exchange, Inc. or the American Stock Exchange, Inc. or the trading of the Common Stock on the Nasdaq National Market ("NASDAQ"), if the Market Price (as hereinafter ------ defined) of the Common Stock this Note shall on any day automatically be at a level such that, if all the outstanding shares of Series C Preferred Stock were converted into the number of shares of Series A Preferred Stock of the Parent determined by dividing the principal amount of this Note so converted by the lesser of (i) $150 and (ii) 50 times the greater of $1 and the average of the closing prices of the Company's Common Stock into as quoted in the Nasdaq National Market or the principal exchange on which such Series C Preferred the Common Stock is listed for 10 trading days prior to the date of conversion, provided, however, that without the approval of the stockholders of Parent, this Note shall not be convertible pursuant to this Section 6, and such shares of Common Stock were then sold at the Market Price, the proceeds of such sale would exceed by at least 20% the amount determined by multiplying the number of outstanding into shares of Series C A Preferred Stock by representing more than nineteen and ninety-nine one hundredths percent (19.99%) of the Conversion Price voting power of the Parent or nineteen and ninety-nine one hundredths percent (which 19.99%) of the outstanding Common Stock of the Parent, and (b) the Company shall immediately issue to the Holder a new Note in an original principal amount equal to all PIK Interest and all accrued and unpaid interest to the date of conversion that is unpaid on this Note. The conversion of this Note shall be subject to equitable adjustment wherever there shall occur a stock split, combination, reclassification or other similar event involving the Series C Preferred Stock), then all outstanding shares of Series C Preferred Stock shall be converted automatically into the number of shares of Common Stock into which such shares are convertible pursuant to this Section 6 as of immediately prior to the occurrence of such eventeffective automatically, without any further action by the Holders Holder or Xxxxx Associates and whether or not the certificates representing such shares are this Note is surrendered to the Corporation or its Transfer Agent for the Common Stock, Parent; provided that all declared and unpaid dividends on such the Parent shall not be obligated to issue to Xxxxx Associates certificates evidencing shares of Series C A Preferred Stock issuable upon such conversion unless this Note is delivered to the Parent. From and after the date of conversion, this Note shall first be deemed to have been paid in full. The "Market Price" of the Common Stock full and shall be the average of the ------------ reported last sales prices canceled. [Signatures on an exchange or on NASDAQ for the Common Stock on each of the twenty (20) preceding Trading Days on which a reported sale of the Common Stock took place. The Series C Preferred Stock shall not be automatically converted pursuant to this Section 6(c) prior to the earlier to occur of (i) receipt by the Corporation of the FCC Approval and (ii) October 31, 1999 or after the fourth anniversary of the earlier to occur of (i) and (ii)." SECOND, that in lieu of a meeting and vote of stockholders, the stockholders of the Corporation having not less than the minimum number of votes necessary to authorize such action have given written consent to, and duly adopted, said amendments in accordance with the provisions of Sections 228(a) and 242 of the General Corporation Law of the State of Delaware, and written notices to any non-consenting stockholders have been given in accordance with Section 228(e) of the General Corporation Law of the State of Delaware.next page]

Automatic Conversion. Upon Subject to the provisions of this Section 8, in connection with, and following on the earlier closing of, the Initial Public Offering by the Corporation, all of the outstanding Shares (including any fraction of a Share) held by stockholders shall automatically convert into (A) an aggregate number of shares of Common Stock (rounded down to occur of the nearest whole share) as is determined by (i) -------------------- receipt multiplying the number of Shares of Series A Preferred Shares (including any fraction of a Share) to be converted by the Corporation of the FCC Approval Liquidation Value thereof, and then (ii) October 31, 1999 and until dividing the fourth anniversary of result by the earlier Conversion Price in effect immediately prior to occur of (i) such conversion and (ii), upon the earlier to occur of (1B) an Initial Public Offering, aggregate number of Warrants (rounded down to the public offering price of which is at least $35,000,000 in the aggregate and (2nearest whole Warrant) the listing of the Common Stock on the New York Stock Exchange, Inc. or the American Stock Exchange, Inc. or the trading of the Common Stock on the Nasdaq National Market ("NASDAQ"), if the Market Price (as hereinafter ------ defined) of the Common Stock shall on any day be at a level such that, if all the outstanding shares of Series C Preferred Stock were converted into equal to the number of shares of Common Stock into which such Series C Preferred Stock is convertible pursuant to issued as a result of the conversion (as determined in accordance with clause (A) of this Section 68.1); provided, and such shares of Common Stock were then sold at however, that the Market Price, the proceeds of such sale would exceed by at least 20% the aggregate amount determined by multiplying the number of outstanding shares of Series C Preferred Stock by the Conversion Price (which amount shall be subject to equitable adjustment wherever there shall occur a stock split, combination, reclassification or other similar event involving the Series C Preferred Stock), then all outstanding shares of Series C Preferred Stock shall be converted automatically into the number of shares of Common Stock into which such issued upon conversion hereunder shall not exceed 9.99% of the outstanding shares are convertible pursuant to this Section 6 as of Common Stock of the Corporation immediately prior to such Conversion, and any Shares not converted because of this provision, may, at the occurrence option of such eventthe stockholder, without further action by be (x) converted after the Holders and whether required regulatory approval or not the certificates representing such shares are surrendered (y) redeemed at a price per Share equal to the Corporation or its Transfer Agent for the Common StockSeries A Redemption Price; and provided, provided further, that all declared and unpaid dividends on such shares of Series C Preferred Stock shall first have been paid in full. The "Market Price" if regulatory approval is not obtained within six (6) months of the Common Stock date of the closing of the Initial Public Offering, then all remaining Shares shall be the average of the ------------ reported last sales prices on an exchange or on NASDAQ for the Common Stock on each of the twenty (20) preceding Trading Days on which a reported sale of the Common Stock took place. The Series C Preferred Stock shall not be automatically converted pursuant to this Section 6(c) prior to the earlier to occur of (i) receipt by the Corporation of the FCC Approval and (ii) October 31, 1999 or after the fourth anniversary of the earlier to occur of (i) and (ii)." SECOND, that in lieu of a meeting and vote of stockholders, the stockholders of the Corporation having not less than the minimum number of votes necessary to authorize such action have given written consent to, and duly adopted, said amendments redeemed in accordance with clause (y) above. The initial conversion price per Series A Preferred Share (the provisions “Conversion Price”) shall be determined by multiplying 0.8 by the price per share of Sections 228(a) and 242 of Common Stock offered to the General Corporation Law of public in the State of DelawareInitial Public Offering, and written notices subject to any non-consenting stockholders have been given adjustment as applicable in accordance with Section 228(e) 8.5 below. If the closing of the General Corporation Law Initial Public Offering occurs, such automatic conversion of all of the State outstanding Shares of DelawareSeries A Preferred Shares shall be deemed to have occurred immediately prior to such closing.

Automatic Conversion. Upon Each share of Class B Common Stock shall automatically, without further action by the Corporation or such holder, be converted into one (1) fully paid and following nonassessable share of Class A Common Stock immediately prior to the earlier close of business on the last day of any fiscal quarter of the Corporation (the “Conversion Date”) if the number of outstanding shares of Class B Common Stock and Class A Common Stock collectively held by Netmarble and its Affiliates on such date is equal to less than thirty percent (30%) of the aggregate number of shares of Common Stock and Preferred Stock outstanding on the last day of the immediately preceding fiscal quarter of the Corporation (the “Measurement Date” and such conversion, the “Automatic Conversion”); provided that, if Netmarble has delivered an “Exercise Notice” to purchase shares of Common Stock of the Corporation or has notified the Corporation of an intention to purchase “Financing Securities”, in either case, pursuant to the Stockholders Agreement dated on or about the Charter Date, by and among the Corporation and Netmarble (as the same may be amended, modified or restated form time to time, the “Stockholders Agreement”), but such purchase has not yet occurred for any reason other than the failure of Netmarble or any of its Affiliates to consummate such purchase when required, the Measurement Date shall instead be the earliest to occur of (i) -------------------- receipt by the Corporation closing of the FCC Approval such purchase and (ii) October 31, 1999 and until such time as Netmarble or any of its Affiliates have had the fourth anniversary opportunity to consummate such purchase pursuant to the terms of the earlier Stockholders Agreement and failed to occur of (i) and (ii), upon do so. If the earlier Corporation has reason to occur of (1) believe that an Initial Public OfferingAutomatic Conversion has occurred, the public offering price of which is at least $35,000,000 in the aggregate and (2) the listing Corporation shall provide notice of the Common Stock on the New York Stock Exchange, Inc. or the American Stock Exchange, Inc. or the trading of the Common Stock on the Nasdaq National Market ("NASDAQ"), if the Market Price (as hereinafter ------ defined) of the Common Stock shall on any day be at a level such that, if all the outstanding shares of Series C Preferred Stock were converted into the number Automatic Conversion of shares of Class B Common Stock into which such Series C Preferred Stock is convertible pursuant to this Section 62 of Article V to record holders of such shares of Class B Common Stock as soon as practicable following the Automatic Conversion. Such notice shall be provided by any means then permitted by the General Corporation Law; provided, however, that no failure to give such notice nor any defect therein shall affect the validity of the Automatic Conversion. Upon and after the Automatic Conversion, the Person registered on the Corporation’s books as the record holder of the shares of Class B Common Stock so converted immediately prior to the Automatic Conversion shall be registered on the Corporation’s books as the record holder of the shares of Class A Common Stock issued upon Automatic Conversion of such shares of Class B Common Stock, without further action on the part of the record holder thereof. Immediately upon the effectiveness of the Automatic Conversion, the rights of the holders of shares of Class B Common Stock so converted as holders of shares of Class B Common Stock shall cease, and such holders shall be treated for all purposes as having become the record holders of such shares of Common Stock were then sold at the Market Price, the proceeds of such sale would exceed by at least 20% the amount determined by multiplying the number of outstanding shares of Series C Preferred Stock by the Conversion Price (which amount shall be subject to equitable adjustment wherever there shall occur a stock split, combination, reclassification or other similar event involving the Series C Preferred Stock), then all outstanding shares of Series C Preferred Stock shall be converted automatically into the number of shares of Class A Common Stock into which such shares are convertible pursuant to this Section 6 as of immediately prior to the occurrence of such event, without further action by the Holders and whether or not the certificates representing such shares are surrendered to the Corporation or its Transfer Agent for the Common Stock, provided that all declared and unpaid dividends on such shares of Series C Preferred Stock shall first have been paid in full. The "Market Price" of the Class B Common Stock shall be the average of the ------------ reported last sales prices on an exchange or on NASDAQ for the Common Stock on each of the twenty (20) preceding Trading Days on which a reported sale of the Common Stock took place. The Series C Preferred Stock shall not be automatically were converted pursuant to this Section 6(c) prior to the earlier to occur 2 of (i) receipt by the Corporation of the FCC Approval and (ii) October 31, 1999 or after the fourth anniversary of the earlier to occur of (i) and (ii)." SECOND, that in lieu of a meeting and vote of stockholders, the stockholders of the Corporation having not less than the minimum number of votes necessary to authorize such action have given written consent to, and duly adopted, said amendments in accordance with the provisions of Sections 228(a) and 242 of the General Corporation Law of the State of Delaware, and written notices to any non-consenting stockholders have been given in accordance with Section 228(e) of the General Corporation Law of the State of Delaware.Article V.

Automatic Conversion. Upon and following the earlier to occur Each share of (i) -------------------- receipt by the Corporation Series A Preferred shall automatically be converted into shares of the FCC Approval and (ii) October 31, 1999 and until the fourth anniversary of the earlier to occur of (i) and (ii), upon the earlier to occur of (1) an Initial Public Offering, the public offering price of which is at least $35,000,000 in the aggregate and (2) the listing of the Common Stock on the New York Stock Exchangeat its then-effective Series A Conversion Rate, Inc. or the American Stock Exchange, Inc. or the trading each share of the Series B Preferred shall automatically be converted into shares of Common Stock on the Nasdaq National Market ("NASDAQ")at its then-effective Series B Conversion Rate, if the Market Price (as hereinafter ------ defined) of the Common Stock shall on any day be at a level such that, if all the outstanding shares each share of Series C Preferred shall automatically be converted into shares of Common Stock were at its then-effective Series C Conversion Rate, each share of Series D Preferred shall automatically be converted into shares of Common Stock at its then-effective Series D Conversion Rate, and each share of Series E Preferred shall automatically be converted into shares of Common Stock at its then-effective Series E Conversion Rate, as applicable: (i) simultaneously with the first closing of a Qualified Public Offering; or (ii) with respect to each of the Series A Preferred, Series B Preferred, Series C Preferred and Series E Preferred, upon the voluntary payment of the Series A Preferred, Series B Preferred, Series C Preferred or Series E Preferred liquidation preference, as applicable, as provided for in Section 4(b); (iii) with respect to each of the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred or Series E Preferred, upon the affirmative vote or consent of the holders of a majority of the shares of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred or Series E Preferred, as applicable, then outstanding. At the option of the holder thereof, any declared but unpaid dividends on the shares of Series A Preferred may be converted into the number of shares of Common Stock into which equal to the amount of the declared but unpaid dividends divided by such share’s Series C Preferred Stock is convertible pursuant to this Section 6, and such shares of Common Stock were then sold at the Market A Conversion Price, any declared but unpaid dividends on the proceeds of such sale would exceed by at least 20% the amount determined by multiplying the number of outstanding shares of Series C B Preferred Stock by the Conversion Price (which amount shall be subject to equitable adjustment wherever there shall occur a stock split, combination, reclassification or other similar event involving the Series C Preferred Stock), then all outstanding shares of Series C Preferred Stock shall may be converted automatically into the number of shares of Common Stock into which such shares are convertible pursuant to this Section 6 as of immediately prior equal to the occurrence amount of declared but unpaid dividends divided by such eventshare’s Series B Conversion Price, without further action by the Holders and whether or not the certificates representing such shares are surrendered to the Corporation or its Transfer Agent for the Common Stock, provided that all any declared and but unpaid dividends on such the shares of Series C Preferred Stock shall first have been paid in full. The "Market Price" may be converted into the number of the shares of Common Stock shall equal to the amount of declared but unpaid dividends divided by such share’s Series C Conversion Price, any declared but unpaid dividends on the shares of Series D Preferred may be converted into the average number of the ------------ reported last sales prices on an exchange or on NASDAQ for the shares of Common Stock equal to the amount of declared but unpaid dividends divided by such share’s Series D Conversion Price, and any declared but unpaid dividends on each the shares of Series E Preferred may be converted into the twenty (20) preceding Trading Days on which a reported sale number of the shares of Common Stock took place. The Series C Preferred Stock shall not be automatically converted pursuant to this Section 6(c) prior equal to the earlier to occur amount of (i) receipt declared but unpaid dividends divided by the Corporation of the FCC Approval and (ii) October 31, 1999 or after the fourth anniversary of the earlier to occur of (i) and (ii)such share’s Series E Conversion Price." SECOND, that in lieu of a meeting and vote of stockholders, the stockholders of the Corporation having not less than the minimum number of votes necessary to authorize such action have given written consent to, and duly adopted, said amendments in accordance with the provisions of Sections 228(a) and 242 of the General Corporation Law of the State of Delaware, and written notices to any non-consenting stockholders have been given in accordance with Section 228(e) of the General Corporation Law of the State of Delaware.

Automatic Conversion. Upon Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and following Series D-1 Preferred Stock shall automatically be converted into shares of Common Stock at the earlier conversion price per share applicable to occur of such shares in effect upon (i) -------------------- receipt the closing of a firm commitment underwritten initial public offering by the Corporation of shares of its Common Stock pursuant to an effective registration statement filed with the FCC Approval Securities and Exchange Commission under the Securities Act of 1933, as amended, in an offering with aggregate gross cash proceeds to the Corporation of not less than $15,000,000 (before deduction of underwriters’ commissions and expenses) at a public offering price per share of not less than five (5) times the Original Series D Issue Price, as adjusted from time to time (a “Qualified Public Offering”), or (ii) October 31, 1999 and until upon the fourth anniversary vote or written consent of holders of at least a majority of the earlier to occur then-outstanding shares of (i) Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and (ii)Series D-1 Preferred Stock, upon the earlier to occur of (1) voting together as a single class on an Initial Public Offering, the public offering price of which is at least $35,000,000 in the aggregate and (2) the listing of the as-converted Common Stock on basis; provided however that the New York Stock Exchange, Inc. or the American Stock Exchange, Inc. or the trading approval of the Common Stock on the Nasdaq National Market sixty percent ("NASDAQ"), if the Market Price (as hereinafter ------ defined60%) of the Common Stock shall on any day be at a level such that, if all the outstanding shares of Series C D Preferred Stock were converted into shall also be required under this clause (ii) unless the number of shares of Common Stock into which such Series C Preferred Stock is convertible pursuant to this Section 6, and such shares of Common Stock were then sold at the Market Price, the proceeds of such sale would exceed by at least 20% the amount determined by multiplying the number of outstanding shares of Series C Preferred Stock by the Conversion Price (which amount conversion shall be subject to equitable adjustment wherever there shall occur the closing of a stock split, combination, reclassification or other similar event involving the Series C Preferred Stock), then all outstanding shares of Series C Preferred Stock shall be converted automatically into the number of shares of Common Stock into which such shares are convertible pursuant to this Section 6 as of immediately prior to the occurrence of such event, without further action by the Holders and whether or not the certificates representing such shares are surrendered to the Corporation or its Transfer Agent for the Common Stock, provided that all declared and unpaid dividends on such shares of Series C Preferred Stock shall first have been paid in full. The "Market Price" of the Common Stock shall be the average of the ------------ reported last sales prices on an exchange or on NASDAQ for the Common Stock on each of the twenty (20) preceding Trading Days on which a reported sale of the Common Stock took place. The Series C Preferred Stock shall not be automatically converted pursuant to this Section 6(c) prior to the earlier to occur of (i) receipt firm commitment underwritten initial public offering by the Corporation of shares of its Common Stock pursuant to an effective registration statement filed with the FCC Approval Securities and (ii) October 31Exchange Commission under the Securities Act of 1933, 1999 or after the fourth anniversary of the earlier as amended, in an offering with aggregate gross cash proceeds to occur of (i) and (ii)." SECOND, that in lieu of a meeting and vote of stockholders, the stockholders of the Corporation having of not less than $15,000,000 (before deduction of underwriters’ commissions and expenses) at a public offering price per share of not less than one (1) times the minimum number of votes necessary Original Series D Issue Price, as adjusted from time to authorize such action have given written consent to, and duly adopted, said amendments in accordance with the provisions of Sections 228(a) and 242 of the General Corporation Law of the State of Delaware, and written notices to any non-consenting stockholders have been given in accordance with Section 228(e) of the General Corporation Law of the State of Delawaretime.

Automatic Conversion. Upon and Each share of Preferred Stock shall automatically be converted into shares of Common Stock (an "Automatic Conversion"), based on the then-effective applicable Conversion Price (A) five (5) Trading Days following the earlier to occur affirmative election of the Required Holders, or (iB) -------------------- receipt by provided that there is no Equity Conditions Failure, five (5) Trading Days following (I) the closing of an underwritten public offering on a firm commitment basis with a nationally recognized underwriter of Common Stock of the Corporation pursuant to an effective registration statement under the Securities Act, with an anticipated aggregate offering price to the public of not less than $20,000,000 (before deduction of underwriters commissions, fees and expenses) at a price per share that equals or exceeds $1.61 (as adjusted for any stock dividend, stock split, reverse stock split, stock combination, reclassification or similar transaction after the FCC Approval and (ii) October 31, 1999 and until the fourth anniversary of the earlier to occur of (i) and (iiSubscription Date), upon as determined on the earlier to occur applicable date of (1) an Initial Public Offeringdetermination, the public offering price of which is at least $35,000,000 that results in the aggregate and (2) the listing of the Common Stock on the New York Stock Exchange, Inc. or the American Stock Exchange, Inc. or the trading of the Common Stock Corporation on a national securities exchange and (II) the Nasdaq National Market ("NASDAQ"redemption in full of the Notes. Upon such Automatic Conversion, any declared, accrued and unpaid dividends shall be paid in accordance with the provisions of Section 7(b)(ii). Upon the occurrence of either of the events specified in this Section 7(c), if the Market Price (as hereinafter ------ defined) all of the Common Stock shall on any day be at a level such that, if all the outstanding shares of Series C Preferred Stock were converted into the number of shares of Common Stock into which such Series C Preferred Stock is convertible pursuant to this Section 6, and such shares of Common Stock were then sold at the Market Price, the proceeds of such sale would exceed by at least 20% the amount determined by multiplying the number of outstanding shares of Series C Preferred Stock by the Conversion Price (which amount shall be subject to equitable adjustment wherever there shall occur a stock split, combination, reclassification or other similar event involving the Series C Preferred Stock), then all outstanding shares of Series C Preferred Stock shall be converted automatically into the number of shares of Common Stock into which such shares are convertible pursuant to this Section 6 as of immediately prior to the occurrence of such event, without any further action by the Holders holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or the Transfer Agent; provided, however, that to the extent that an Automatic Conversion would result in a Holder and its Transfer Agent for other Attribution Parties exceeding the Common StockMaximum Percentage, provided that all declared and unpaid dividends on if applicable, then such shares of Holder's Series C Preferred Stock shall first have been paid in full. The "Market Price" of the Common Stock shall be the average of the ------------ reported last sales prices on an exchange or on NASDAQ for the Common Stock on each of the twenty (20) preceding Trading Days on which a reported sale of the Common Stock took place. The Series C A Preferred Stock shall not be automatically converted pursuant to into Common Stock (and such Holder's shares of Series A Preferred Stock shall remain outstanding and benefit from all preferences and rights set forth in this Section Certificate of Designations (except that the provisions set forth in Sections 5(b), 6(b) and 6(c) prior shall immediately terminate and be of no further force and effect) to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Automatic Conversion (and beneficial ownership) to such extent) and the shares of Common Stock issuable upon the automatic conversion of Series A Preferred Stock to such extent shall be held in abeyance for such Holder until such time or times as conversion of such Series A Preferred Stock would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times such Holder shall be issued such shares of Common Stock (and any shares of Common Stock granted or issued with respect to the earlier shares of Common Stock issuable upon conversion of Series A Preferred Stock to occur of (ibe held similarly in abeyance) receipt by to the same extent as if there had been no such limitation; provided, further, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Preferred Stock are either delivered to the Corporation or the Transfer Agent as provided below, or the Holder provides evidence that such certificates have been lost, stolen or destroyed in accordance with Section 10. Upon the occurrence of such Automatic Conversion of the FCC Approval and (ii) October 31, 1999 or after the fourth anniversary of the earlier to occur of (i) and (ii)." SECOND, that in lieu of a meeting and vote of stockholdersPreferred Stock, the stockholders holders of Preferred Stock shall surrender the certificates representing such shares at the office of the Corporation having not less than or any Transfer Agent for the minimum Preferred Stock. Thereupon, 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 votes necessary to authorize shares of Common Stock into which the shares of Preferred Stock surrendered were convertible on the date on which such action have given written consent toAutomatic Conversion occurred, and duly adoptedany declared, said amendments accrued and unpaid dividends shall be paid in accordance with the provisions of Sections 228(a) and 242 of the General Corporation Law of the State of Delaware, and written notices to any non-consenting stockholders have been given in accordance with Section 228(e) of the General Corporation Law of the State of Delaware3(b)(ii).

Automatic Conversion. Upon Each share of Series A Preferred and following all accrued and unpaid dividends thereon shall automatically be converted into shares of Common Stock at the earlier to occur of Conversion Price at the time in effect for such Series A Preferred (i) -------------------- receipt by the Corporation upon consummation of the FCC Approval and (ii) October 31, 1999 and until the fourth anniversary of the earlier to occur of (i) and (ii), upon the earlier to occur of (1) an Initial Public Offering, the underwritten public offering price of which is at least $35,000,000 in the aggregate and (2) the listing of the Common Stock on yielding at least $30 million in net proceeds to the New York Stock ExchangeCorporation at a price per share (as adjusted) of at least $0.1414467, Inc. or (ii) if (a) the American Stock Exchange, Inc. or the trading closing price of the Common Stock on the Nasdaq National Market ("NASDAQ"), if the Market Price equals or exceeds $0.2828934 (as hereinafter ------ definedadjusted) for the twenty (20) consecutive-trading-day period ending within two (2) days of the date on which the Corporation provides notice of such conversion as hereinafter provided (such date being referred to herein as the "Notice Date") and (b) either a registration statement registering for resale the shares of Common Stock shall issuable upon conversion of the Series A Preferred has been declared effective and remains effective and available for resales for the twenty (20)-day period immediately following the Notice Date, or Rule 144(k) promulgated under the Securities Act of 1933, as amended, is available for the resale of such shares, or (iii) on any day be a date specified by vote or written consent of the holders of at a level such that, if all least 67% of the then-outstanding shares of Series C A Preferred. All holders of record of shares of Series A Preferred Stock were converted will be given at least ten (10) days' prior written notice of the date fixed for automatic conversion thereof pursuant to clause (ii) or (iii) above and the event causing the automatic conversion of the Series A Preferred into Common Stock. Notice of automatic conversion of the Series A Preferred pursuant to clause (i) above shall be given promptly following such conversion. Such notice shall be sent by first class mail, postage prepaid, to each holder of record of Series A Preferred at such holder's address as shown in the records of the Corporation. Each holder of shares of the Series A Preferred shall surrender the certificate or certificates for all such shares to the Corporation at the place designated in such notice and shall thereafter receive certificates for the number of shares of Common Stock into to which such Series C Preferred Stock holder is convertible pursuant to this Section 6, and such shares of Common Stock were then sold at the Market Price, the proceeds of such sale would exceed by at least 20% the amount determined by multiplying the number of outstanding shares of Series C Preferred Stock by the Conversion Price (which amount shall be subject to equitable adjustment wherever there shall occur a stock split, combination, reclassification or other similar event involving the Series C Preferred Stock), then all outstanding shares of Series C Preferred Stock shall be converted automatically into the number of shares of Common Stock into which such shares are convertible pursuant to this Section 6 as of immediately prior to the occurrence of such event, without further action by the Holders and whether or not the certificates representing such shares are surrendered to the Corporation or its Transfer Agent for the Common Stock, provided that all declared and unpaid dividends on such shares of Series C Preferred Stock shall first have been paid in full. The "Market Price" of the Common Stock shall be the average of the ------------ reported last sales prices on an exchange or on NASDAQ for the Common Stock on each of the twenty (20) preceding Trading Days on which a reported sale of the Common Stock took place. The Series C Preferred Stock shall not be automatically converted pursuant to this Section 6(c) prior to the earlier to occur of (i) receipt by the Corporation of the FCC Approval and (ii) October 31, 1999 or after the fourth anniversary of the earlier to occur of (i) and (ii)entitled." SECOND, that in lieu of a meeting and vote of stockholders, the stockholders of the Corporation having not less than the minimum number of votes necessary to authorize such action have given written consent to, and duly adopted, said amendments in accordance with the provisions of Sections 228(a) and 242 of the General Corporation Law of the State of Delaware, and written notices to any non-consenting stockholders have been given in accordance with Section 228(e) of the General Corporation Law of the State of Delaware.

Automatic Conversion. Upon and following the earlier to occur of (i) -------------------- receipt by Each share of Preferred Stock shall automatically be converted into shares of Common Stock at the Corporation then effective Conversion Price upon (i) the written election of holders of at least seventy-five percent (75%) of the FCC Approval and Preferred Stock then outstanding, voting as a single class (an “Automatic Conversion Election”) or (ii) October 31the closing of a public offering, 1999 and until underwritten by an investment banking firm approved by the fourth anniversary holders of seventy-five percent (75%) of the earlier shares of Preferred Stock then outstanding, voting as a single class, pursuant to occur an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Corporation to the public for a total offering of at least $20,000,000 (i) and (iia “Qualifying Initial Public Offering”), upon . In the earlier to occur event of (1) an a Qualifying Initial Public Offering, the public offering price of which is at least $35,000,000 in the aggregate and (2person(s) the listing of entitled to receive the Common Stock on issuable upon such conversion of the New York Preferred Stock Exchange, Inc. shall not be deemed to have converted their Preferred Stock until the closing of the Qualifying Initial Public Offering. Upon the effective date of an Automatic Conversion Election or the American Stock Exchange, Inc. or the trading closing of the Common Stock on the Nasdaq National Market ("NASDAQ")Qualifying Initial Public Offering, if the Market Price (as hereinafter ------ defined) of the Common Stock shall on any day be at a level such that, if all the outstanding shares of Series C Preferred Stock were converted into the number of shares of Common Stock into which such Series C Preferred Stock is convertible pursuant to this Section 6, and such shares of Common Stock were then sold at the Market Price, the proceeds of such sale would exceed by at least 20% the amount determined by multiplying the number of outstanding shares of Series C Preferred Stock by the Conversion Price (which amount shall be subject to equitable adjustment wherever there shall occur a stock split, combination, reclassification or other similar event involving the Series C Preferred Stock), then all outstanding shares of Series C Preferred Stock shall be converted automatically into the number of shares of Common Stock into which such shares are convertible pursuant to this Section 6 as of immediately prior to the occurrence of such event, without any further action by the Holders holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its Transfer Agent for transfer agent; provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock, provided that all declared and unpaid dividends on Stock issuable upon such conversion unless certificates evidencing such shares of Series C Preferred Stock being converted are either delivered to the Corporation or its transfer agent, or the holder of such shares notifies the Corporation or any 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 therewith. Upon the automatic conversion of the Preferred Stock, the holders of such Preferred Stock shall first have been paid in full. The "Market Price" surrender the certificates representing such shares at the office of the Corporation or of its transfer agent. Thereupon, there shall be issued and delivered to such holder, promptly at such office and in his name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of the Preferred Stock surrendered were convertible on the date on which such automatic conversion occurred. No fractional shares of Common Stock shall be the average issued upon conversion of the ------------ reported last sales prices on an exchange or on NASDAQ for Preferred Stock. In lieu of any fractional shares to which the Common Stock on each of holder would otherwise be entitled, the twenty (20) preceding Trading Days on which a reported sale of the Common Stock took place. The Series C Preferred Stock Corporation shall not be automatically converted pursuant pay cash equal to this Section 6(c) prior to the earlier to occur of (i) receipt such fraction multiplied by the Corporation of the FCC Approval and (ii) October 31, 1999 or after the fourth anniversary of the earlier to occur of (i) and (ii)then effective Conversion Price." SECOND, that in lieu of a meeting and vote of stockholders, the stockholders of the Corporation having not less than the minimum number of votes necessary to authorize such action have given written consent to, and duly adopted, said amendments in accordance with the provisions of Sections 228(a) and 242 of the General Corporation Law of the State of Delaware, and written notices to any non-consenting stockholders have been given in accordance with Section 228(e) of the General Corporation Law of the State of Delaware.

Automatic Conversion. Upon and following the earlier to occur of (i) -------------------- receipt by Each share of Preferred Stock shall automatically be converted into shares of Class A Common, based on the Corporation of the FCC Approval and (ii) October 31applicable then-effective Conversion Price, 1999 and until the fourth anniversary of the earlier to occur of (i) and (ii), immediately upon the earlier of (a) the closing of the Company’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to occur a registration statement on Form S-1 under the Securities Act of 1933, as amended, that results in at least $30,000,000 of gross proceeds to the Company (a “Qualified Public Offering”) or (b) the date, or the occurrence of an event, specified by vote or written consent or agreement of the holders of a majority of the then outstanding shares of Preferred Stock, voting as a single class on an as-converted basis); provided, however, that (1) an Initial Public Offeringif such automatic conversion is in connection with or in contemplation of a Liquidation Event in which the proceeds to which the holders of Series D Preferred Stock would be entitled pursuant to Section 2 hereof in respect of their shares of Series D Preferred Stock would be greater than the proceeds such holders would receive if all such shares of Series D Preferred Stock were converted to Class A Common immediately prior to such Liquidation Event, the public offering price Series D Preferred Stock shall not be so converted unless the holders of which is at least $35,000,000 in a majority of the aggregate and outstanding shares of Series D Preferred Stock, voting as a separate class, shall have approved such conversion, (2) if such automatic conversion is in connection with or in contemplation of a Liquidation Event in which the listing proceeds to which the holders of Series C Preferred Stock would be entitled pursuant to Section 2 hereof in respect of their shares of Series C Preferred Stock would be greater than the Common Stock on the New York Stock Exchange, Inc. or the American Stock Exchange, Inc. or the trading of the Common Stock on the Nasdaq National Market ("NASDAQ"), if the Market Price (as hereinafter ------ defined) of the Common Stock shall on any day be at a level proceeds such that, holders would receive if all the outstanding such shares of Series C Preferred Stock were converted into the number of shares of to Class A Common Stock into which such Series C Preferred Stock is convertible pursuant to this Section 6, and such shares of Common Stock were then sold at the Market Price, the proceeds of such sale would exceed by at least 20% the amount determined by multiplying the number of outstanding shares of Series C Preferred Stock by the Conversion Price (which amount shall be subject to equitable adjustment wherever there shall occur a stock split, combination, reclassification or other similar event involving the Series C Preferred Stock), then all outstanding shares of Series C Preferred Stock shall be converted automatically into the number of shares of Common Stock into which such shares are convertible pursuant to this Section 6 as of immediately prior to such Liquidation Event, the occurrence of such event, without further action by the Holders and whether or not the certificates representing such shares are surrendered to the Corporation or its Transfer Agent for the Common Stock, provided that all declared and unpaid dividends on such shares of Series C Preferred Stock shall first have been paid in full. The "Market Price" of the Common Stock shall be the average of the ------------ reported last sales prices on an exchange or on NASDAQ for the Common Stock on each of the twenty (20) preceding Trading Days on which a reported sale of the Common Stock took place. The Series C Preferred Stock shall not be automatically so converted unless the holders of at least a majority of the outstanding shares of Series C Preferred Stock, voting as a separate class, shall have approved such conversion, (3) if such automatic conversion is in connection with or in contemplation of a Liquidation Event in which the proceeds to which the holders of Series B-2 Preferred Stock would be entitled pursuant to this Section 6(c) 2 hereof in respect of their shares of Series B-2 Preferred Stock would be greater than the proceeds such holders would receive if all such shares of Series B-2 Preferred Stock were converted to Class A Common immediately prior to such Liquidation Event, the earlier to occur Series B-2 Preferred Stock shall not be so converted unless the holders of (i) receipt by the Corporation at least a majority of the FCC Approval outstanding shares of Series B-2 Preferred Stock, voting as a separate class, shall have approved such conversion, (4) if such automatic conversion is in connection with or in contemplation of a Liquidation Event in which the proceeds to which the holders of Series B-1 Preferred Stock would be entitled pursuant to Section 2 hereof in respect of their shares of Series B-1 Preferred Stock would be greater than the proceeds such holders would receive if all such shares of Series B-1 Preferred Stock were converted to Class A Common immediately prior to such Liquidation Event, the Series B-1 Preferred Stock shall not be so converted unless the holders of at least a majority of the outstanding shares of Series B-1 Preferred Stock, voting as a separate class, shall have approved such conversion, (5) if such automatic conversion is in connection with or in contemplation of a Liquidation Event in which the proceeds to which the holders of Series B Preferred Stock would be entitled pursuant to Section 2 hereof in respect of their shares of Series B Preferred Stock would be greater than the proceeds such holders would receive if all such shares of Series B Preferred Stock were converted to Class A Common immediately prior to such Liquidation Event, the Series B Preferred Stock shall not be so converted unless the holders of at least a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class, shall have approved such conversion, and (ii6) October 31if such automatic conversion is in connection with or in contemplation of a Liquidation Event in which the proceeds to which the holders of Series A Preferred Stock would be entitled pursuant to Section 2 hereof in respect of their shares of Series A Preferred Stock would be greater than the proceeds such holders would receive if all such shares of Series A Preferred Stock were converted to Class A Common immediately prior to such Liquidation Event, 1999 or after the fourth anniversary Series A Preferred Stock shall not be so converted unless the holders of at least a majority of the earlier to occur outstanding shares of (i) and (ii)." SECONDSeries A Preferred Stock, that in lieu voting as a separate class, shall have approved such conversion. Each share of Class F Common shall automatically be converted into shares of Class A Common, based on the applicable then-effective Conversion Price, immediately upon the date, or the occurrence of an event, specified by vote or written consent or agreement of the holders of a meeting and vote of stockholders, the stockholders majority of the Corporation having not less than the minimum number then outstanding shares of votes necessary to authorize such action have given written consent to, and duly adopted, said amendments in accordance with the provisions of Sections 228(a) and 242 of the General Corporation Law of the State of Delaware, and written notices to any non-consenting stockholders have been given in accordance with Section 228(e) of the General Corporation Law of the State of DelawareClass F Common.