Common use of Mechanics of Conversion Clause in Contracts

Mechanics of Conversion. Before any holder of Series A-B Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation or of any transfer agent for the Corporation’s capital stock, and shall give written notice to this Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B Preferred Stock or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A-B Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the Series A-B Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any Each holder of Series A-B Preferred Stock shall be entitled who desires to convert the same into shares of Common Stock, such holder Stock pursuant to this Section B4 shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation the corporation or of any transfer agent for the Corporation’s capital stockPreferred Stock, and shall give written notice to this Corporation the corporation at its principal corporate office, of the election such office that holder elects to convert the same and same. Such notice shall state therein the name or names in which the certificate or certificates for number of shares of Common Preferred Stock are to be issuedbeing converted. This Corporation shallThereupon, as soon as practicable thereafter, the corporation shall promptly issue and deliver at such office to such holder of Series A-B Preferred Stock or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder is entitled and shall be entitled promptly pay (1) 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 Preferred Stock being converted and (2) 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 such holder. 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, duly endorsed representing the shares of Series A-B Preferred Stock to be convertedconverted together with such written 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 as of at such datetime. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities ActAct of 1933, as amended, the conversion may, at the option of any holder tendering Series A-B Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such each offering, in which event the person(s) persons entitled to receive the Common Stock upon conversion of the Series A-B Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of Series A-B A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this the Corporation or of any transfer agent for the Corporation’s capital stockSeries A Preferred Stock, and shall give written notice to this the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B A Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B A 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities ActAct of 1933, the conversion may, at the option of any holder tendering Series A-B A Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the Series A-B A Preferred Stock shall not be deemed to have converted such Series A-B A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any Any holder of shares of Series A-B Preferred Stock, Series C Preferred Stock or Series M Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender by surrendering the certificate or certificates therefor, duly endorsed, at the office of this Corporation corporation or of any transfer agent for the Corporation’s capital stockSeries B Preferred Stock, Series C Preferred Stock or Series M Preferred Stock, as applicable, and shall give by giving written notice by mail, postage prepaid, to this Corporation corporation at its principal corporate office, of the election to convert the same and shall state stating therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of shares of Series A-B Preferred Stock, Series C Preferred Stock or Series M Preferred Stock, or to the a nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B Preferred Stock, Series C Preferred Stock or Series M 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities ActAct of 1933, as amended, other than in a Public Offering as set forth in Section C.3.a.(ii) above, the conversion may, at the option of any holder tendering Series A-B Preferred Stock, Series C Preferred Stock or Series M Preferred Stock for conversion, be conditioned upon the closing with the underwriters underwriter 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 Series A-B Preferred Stock, Series C Preferred Stock or Series M Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of Series A-B Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation or of any transfer agent for the Corporation’s capital stock, and shall give written notice to this Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation shall, as (i) As soon as reasonably practicable thereafterafter the Conversion Date (and in any event within four (4) Trading Days after either such date), the Company shall issue and deliver at such office to such holder of Series A-B Preferred Stock shareholder one or to the nominee or nominees of such holder, a certificate or more certificates for the number of shares of Common Stock Shares (or Reference Property, to the extent applicable) to which such holder shall be entitled as aforesaidof Series A Preferred Shares is entitled, together with, at the option of the shareholder, a certified cheque or wire transfer of immediately available funds for payment of fractional shares and any payment required by Article 27.6(c)(ii) in exchange for the certificates representing the converted Series A Preferred Shares. 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 Series A-B Preferred Stock to be convertedConversion Date, and the person or persons Person entitled to receive the shares of Common Stock Shares (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 shares of Common Stock as of Shares (or Reference Property, to the extent applicable) on such date. If the The delivery of Common Shares upon conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion maySeries A Preferred Shares shall be made, at the option of any holder tendering Series A-B Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offeringapplicable shareholder, 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 Common Stock upon conversion appropriate shareholder on a book-entry basis or by mailing certificates evidencing the shares to the holders of the Series A-B A Preferred Stock Shares at their respective addresses as set forth in the conversion notice. In cases where fewer than all the Series A Preferred Shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted Series A Preferred Shares. The Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Common Shares (or Reference Property, to the extent applicable) upon conversion or due upon the issuance of a new certificate for any Series A Preferred Shares not converted to the converting shareholder; provided that the Company shall not be deemed required to have converted pay any such amounts, and any such amounts shall be paid by the converting shareholder, in the event that such Common Shares or Series A-B A Preferred Stock until immediately prior to Shares are issued in a name other than the closing name of such sale of securitiesthe converting shareholder.

Mechanics of Conversion. Before any holder of Series A-B shares of a series of Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation corporation or of any transfer agent for the Corporation’s capital stocksuch series of Preferred Stock, and shall give written notice by mail, postage prepaid, to this Corporation corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B such series of Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B such series of Preferred Stock to be converted, 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 as of such date. If the conversion is in connection with an underwritten offering offer of securities registered pursuant to the Securities ActAct of 1933, as amended, the conversion may, at the option of any holder tendering Series A-B shares of such series of Preferred Stock for conversion, be conditioned upon the closing with the underwriters underwriter of the sale of or securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of the Series A-B shares of such series of Preferred Stock shall not be deemed to have converted such Series A-B shares of such series of Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of Series A-B Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation or of any transfer agent for the Corporation’s capital such stock, and shall give be given written notice by mail postage prepaid, to this Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B such series 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 as of such date. If the conversion is in connection with an underwritten offering offer of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A-B shares of such series of Preferred Stock for conversion, be conditioned upon the closing with the underwriters underwriter 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 Series A-B shares of such series of Preferred Stock shall not be deemed to have converted such Series A-B shares of such series of Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before In the case of any mandatory conversion, the Series D Preferred Stock shall automatically, and without further action by the holder thereof, convert into shares of Common Stock and, upon surrender of the certificate or certificates thereof at the office of the Corporation or its transfer agent for the Series D Preferred Stock, the Corporation shall, as soon as practicable thereafter, issue and deliver to such holder, or to the nominees or nominee of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. In the case of an optional conversion, before any holder of Series A-B D Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder it shall surrender the certificate or certificates therefortherefore, duly endorsed, at the office of this the Corporation or of any its transfer agent for the Corporation’s capital stockSeries D Preferred Stock, and shall give written notice to this the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate certificates or certificates for shares of Common Stock are to be issued and, upon the Corporation's receipt of such certificates, election to convert and information regarding the names in which the shares of Common Stock are to be issued, such shares of Series D Preferred Stock shall be deemed converted. This The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B D Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall A certificate or certificates will be deemed to have been made immediately prior to issued for the close remaining shares of business on the date of such surrender Series D Preferred Stock in any case in which fewer than all of the shares of Series A-B D Preferred Stock to be represented by a certificate are converted, and the person or persons entitled to receive the shares . Upon any conversion 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A-B D Preferred Stock for conversioninto Common Stock, be conditioned upon all declared but unpaid cash dividends on the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the converted Series A-B D Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock until immediately prior to the closing of such sale of securitiespaid in cash.

Mechanics of Conversion. Before any holder of Series A-B B-1 Preferred Stock shall be entitled to voluntarily convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefortherefore, duly endorsed, at the office of this the Corporation or of any transfer agent for the Corporation’s capital stockSeries B-1 Preferred Stock, and shall give written notice to this the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B B-1 Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B B-1 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A-B B-1 Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Common Stock upon conversion of the Series A-B B-1 Preferred Stock shall not be deemed to have converted such Series A-B B-1 Preferred Stock until immediately prior to the closing of such sale of securities. If the conversion is in connection with the automatic conversion provisions of Section 5(b), such conversion shall be deemed to have been made immediately prior to the closing of such Qualified Public Offering in which the Corporation has elected to cause such conversion, and the persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such shares of Common Stock as of such date.

Mechanics of Conversion. Before any holder of Series A-B Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this the Corporation or of any transfer agent for the Corporation’s capital stocksuch series of Series B Preferred, and shall give written notice to this the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This The Corporation shall, as soon as practicable immediately thereafter, issue and deliver at such office to such holder of Series A-B Preferred Stock Preferred, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B 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 as of such date. If the conversion is in connection with an acquisition or an underwritten offering of securities registered pursuant to the Securities ActAct of 1933, as amended, the conversion may, at the option of any holder tendering such Series A-B Preferred Stock for conversion, be conditioned upon the closing of such acquisition or the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the such Series A-B Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock until immediately prior to the closing of such acquisition or such sale of securities.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of the Series D Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled (computing the number of shares of Common Stock to which any holder is entitled on an aggregate basis with respect to all shares to be converted by such holder at the time of such conversion), the Corporation shall pay cash equal to such fraction multiplied by the fair market value of the Common Stock, determined by the Board of Directors in good faith. Before any holder of Series A-B D Preferred Stock shall be entitled to convert the same into full shares of Common StockStock pursuant to Section 5.1, and before the Corporation shall be obligated to issue certificates for shares of Common Stock upon the automatic conversion of Series D Preferred pursuant to Section 5.2, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this the Corporation or of any transfer agent for Series D Preferred and, in the Corporation’s capital stockcase of a conversion pursuant to Section 5.1, and shall give written notice to this the Corporation at its principal corporate office, of the election such office that such holder elects to convert the same and shall state therein the name or names in which such holder wishes the certificate or certificates for shares of Common Stock are to be issued. This The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B Preferred Stock holder, or to the nominee or nominees of such holderits nominee(s), a certificate or certificates for the number of shares of Common Stock to which such holder or nominee(s) shall be entitled as aforesaidset forth above, 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 A-B D 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 as of on such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A-B Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the Series A-B Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of Series A-B Preferred Stock or Series M Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he or she shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation corporation or of any transfer agent for the Corporation’s capital stockSeries B Preferred Stock or the Series M Preferred Stock, as applicable, and shall give written notice by mail, postage prepaid, to this Corporation corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B Preferred Stock or Series M Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B Preferred Stock or Series M 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities ActAct of 1933, as amended, the conversion may, at the option of any holder tendering Series A-B Preferred Stock or Series M Preferred Stock for conversion, be conditioned upon the closing with the underwriters underwriter 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 Series A-B Preferred Stock or Series M Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of Series A-A or Series B Preferred Stock shall be entitled to convert the same such Preferred Stock into shares of Common Stock, such the holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this the Corporation or of any transfer agent for the Corporation’s capital stocksuch series of Preferred Stock, and shall give written notice to this the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B such series 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 as of such date. If the conversion is in connection with an underwritten public offering of securities registered pursuant to the Securities Act, Act the conversion may, at the option of any holder tendering Series A-B such Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) any persons entitled to receive the Common Stock upon conversion of the Series A-B such Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before Before, any holder of Series A-B A Preferred Stock shall be entitled to convert the same into full shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this the Corporation or of any transfer agent for the Corporation’s capital stockSeries A Preferred Stock, and shall give written notice to this the Corporation at its principal corporate office, of the election such office that such holder elects to convert the same and shall state therein the name of such holder or the name or names of the nominees of such holder in which such holder wishes the certificate or certificates for shares of Common Stock are to be issued. This No fractional shares of Common Stock shall be issued upon conversion of any shares of Series A Preferred Stock and any such fraction will be rounded down to the nearest whole number. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B A Preferred Stock Stock, or to the such holder's nominee or nominees of such holdernominees, a certificate or certificates for the number of shares of 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-B A 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 as of on such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A-B Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the Series A-B Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any A holder of Series A-B C Preferred Stock shall be entitled who desires to convert the same into shares of Common Stock, such holder Stock shall surrender the certificate or certificates thereforrepresenting such shares, duly endorsed, at the office of this Corporation the Company or at the office of any transfer agent for the Corporation’s capital stockSeries C Preferred Stock or Common Stock, and shall give written notice to this Corporation the Company at its principal corporate office, of the election such office that such holder elects to convert the same and shall state therein both the number of shares of Series C Preferred Stock being converted and the name or names in which the holder wishes the certificate or certificates for shares of Common Stock are to be issued. This Corporation The Company shall, as soon as practicable thereafterafter such surrender, issue and deliver at such office to such holder of Series A-B Preferred Stock or to the nominee or nominees of such holder, a certificate or certificates for representing the number of shares of Common Stock to which such holder shall be is entitled as aforesaidand a new certificate or certificates representing the number of shares of Series C Preferred Stock represented by the certificate or certificates surrendered by the holder minus the number of Series C Preferred Stock so converted by the holder. 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 certificate representing the Series A-B C Preferred Stock to be converted, and the person or persons Person 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 as of on such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Any Series A-B C Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the converted into Common Stock upon conversion of the Series A-B Preferred Stock shall be retired and may not be deemed to have converted such Series A-B Preferred Stock until immediately prior to reissued by the closing of such sale of securitiesCompany.

Mechanics of Conversion. Before any holder of Series A-B ----------------------- Preferred Stock shall will be entitled to convert the same into shares of Class A Voting Common Stock, such holder shall will surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation or of any transfer agent for the Corporation’s capital stockPreferred Stock, and shall he will give written notice to this the Corporation at its principal corporate office, of the election to convert the same and shall state therein stating the name or names in which the certificate or certificates for shares of Class A Voting Common Stock are to be issued. This Corporation shallCorporation, as soon as reasonably practicable thereafter, will issue and deliver at such office to such holder of Series A-B Preferred Stock or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Voting Common Stock to which such holder shall will be entitled as aforesaid. Such conversion shall will be deemed to have been made immediately prior to the close of business on the date of such surrender notice of conversion provided by the shares of Series A-B Preferred Stock holder to be convertedthis Corporation, and the person or persons entitled to receive the shares of Class A Voting Common Stock issuable upon such conversion shall will be treated for all purposes as the record holder or holders of such shares of Class A Voting Common Stock as of on such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities ActInitial Public Offering, the conversion may, at the option of any holder tendering Series A-B Preferred Stock for conversion, will be conditioned upon the closing with the underwriters underwriter of the sale of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Class A Voting Common Stock issuable upon such conversion of the Series A-B Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of Series A-B AA Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he or she shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation or of any transfer agent for the Corporation’s capital stockSeries AA Preferred Stock, and shall give written notice to this Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B AA Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B AA 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities ActAct of 1933, the conversion may, at the option of any holder tendering Series A-B AA Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Common Stock upon conversion of the Series A-B AA Preferred Stock shall not be deemed to have converted such Series A-B AA Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of Series A-B Preferred Stock shall be entitled to voluntarily convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefortherefore, duly endorsed, at the office of this the Corporation or of any transfer agent for the Corporation’s capital stockSeries B Preferred Stock, and shall give written notice to this the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities ActAct of 1933, as amended, the conversion may, at the option of any holder tendering Series A-B Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Common Stock upon conversion of the Series A-B Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock until immediately prior to the closing of such sale of securities. If the conversion is in connection with automatic conversion provisions of subsection 1(d)(ii) above, such conversion shall be deemed to have been made on the conversion date described in the stockholder consent approving such conversion, and the persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such shares of Common Stock as of such date.

Mechanics of Conversion. (i) Before any holder of Series A-B A Convertible Preferred Stock shall be entitled voluntarily to convert the same into shares of Common Stock, such holder he/she/it shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation the Company or of any transfer agent for the Corporation’s capital such stock, and shall give written notice to this Corporation the Company at its principal corporate office, of the election such office that he/she/it elects to convert the same and shall state therein the number of shares to be converted and the name or names in which he/she/it wishes the certificate or certificates for shares of Common Stock are to be issued. This Corporation The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B A Convertible Preferred Stock or to the nominee or nominees of such holderStock, a certificate or certificates for the number of shares of Common Stock to which such holder he shall be entitled as aforesaidentitled, and if the holder has not converted all shares of Series A Convertible Preferred Stock, a certificate representing the shares of Series A Convertible Preferred Stock not converted. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such or surrender of the shares of Series A-B A Convertible 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 as of on such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A-B Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the Series A-B Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of Series A-B A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation or of any transfer agent for the Corporation’s capital stockSeries A Preferred, and shall give written notice to this Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B Preferred Stock A Preferred, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B A 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A-B Preferred Stock for conversion, unless otherwise designated by the holder, will be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the Series A-B A Preferred Stock shall not be deemed to have converted such Series A-B A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of Series A-A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock shall be entitled to convert the same shares of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock into shares of Class A Common Stock, such holder shall surrender the certificate or certificates thereforthereof, duly endorsed, at the office of this Corporation the corporation or of any transfer agent for the Corporation’s capital stocksuch shares, and shall give written notice to this Corporation the corporation at its principal corporate office, of the election such office that he elects to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Class A Common Stock are to be issued. This Corporation The corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-A Preferred Stock, Series B Preferred Stock or to the nominee or nominees of such holder, Series C Preferred Stock a certificate or certificates for the number of shares of Class A Common Stock to which such the 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-A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock to be converted, and the person Person or persons Persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of on such date. If hi the conversion is in connection with event of an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A-B Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon automatic conversion of the Series A-B A Preferred Stock shall not be deemed or Series C Preferred Stock, the Board of Directors may elect to have converted such treat the conversion of the shares of Series A-B A Preferred Stock until immediately prior to or Series C Preferred Stock as having been made effective as of the closing date of such sale of securitiesthe event resulting in the automatic conversion.

Mechanics of Conversion. Before any holder of Series A-B A Preferred ----------------------- Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation corporation or of any transfer agent for the Corporation’s capital stockSeries A Preferred Stock, and shall give written notice by mail, postage prepaid, to this Corporation corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B A Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B A 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities ActAct of 1933, as amended, the conversion may, at the option of any holder tendering Series A-B A Preferred Stock for conversion, be conditioned upon the closing with the underwriters underwriter 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 Series A-B A Preferred Stock shall not be deemed to have converted such Series A-B A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of Series A-B Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation the Company or of any transfer agent for the Corporation’s capital stockSeries B Preferred Stock, and shall give written notice to this Corporation the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Acta Qualified Public Offering, the conversion may, at the option of any holder tendering Series A-B Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the Series A-B Preferred Stock stock shall not be deemed to have converted such Series A-B Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of Series A-B A Preferred ----------------------- Stock shall be entitled to convert the same into shares of Common Stock, such holder he or she shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation corporation or of any transfer agent for the Corporation’s capital stockSeries A Preferred Stock, and shall give written notice to this Corporation corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B A Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B A 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities ActAct of 1933, the conversion may, at the option of any holder tendering Series A-B A Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Common Stock upon conversion of the Series A-B A Preferred Stock shall not be deemed to have converted such Series A-B A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of Series A-B A ----------------------- Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation corporation or of any transfer agent for the Corporation’s capital stockSeries A Preferred Stock, and shall give written notice by mail, postage prepaid, to this Corporation corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B A Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B A 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities ActAct of 1933, as amended, the conversion may, at the option of any holder tendering Series A-B A Preferred Stock for conversion, be conditioned upon the closing with the underwriters underwriter 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 Series A-B A Preferred Stock shall not be deemed to have converted such Series A-B A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of Series A-B A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation corporation or of any transfer agent for the Corporation’s capital stockSeries A Preferred Stock, and shall give written notice to this Corporation corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B A Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B A 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities ActAct of 1933, as amended, the conversion may, at the option of any holder tendering Series A-B A Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the Series A-B A Preferred Stock shall not be deemed to have converted such Series A-B A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares Series A-B Y Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he or she shall surrender the certificate or certificates therefor, duly endorsed, at the office of this the Corporation or of any transfer agent for the Corporation’s capital stocksuch Series Y Preferred Stock, and shall give written notice to this the Corporation at its principal corporate office, office of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of shares of Series A-B Y Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B Y 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities ActAct of 1933, the conversion may, at the option of any holder tendering shares of Series A-B Y Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Common Stock upon conversion of the shares of Series A-B Y Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock shares until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of Series A-B A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he, she or it shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation or of any transfer agent for the Corporation’s capital stockPreferred Stock, and shall give written notice to this Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B A 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended (the “Act”), the conversion may, at the option of any holder tendering Series A-B A Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Common Stock upon conversion of the Series A-B A Preferred Stock shall not be deemed to have converted such Series A-B A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder Holder of Series A-B A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder the Holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this the Corporation or of any transfer agent for the Corporation’s capital stockSeries A Preferred Stock, and shall give written notice to this the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder Holder of Series A-B A Preferred Stock Stock, or to the nominee or nominees of such holderHolder, a certificate or certificates for the number of shares of Common 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 Series A-B A 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Actsecurities, the conversion may, at the option of any holder tendering shares of Series A-B A Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Common Stock upon conversion of the shares of Series A-B A Preferred Stock shall not be deemed to have converted such shares of Series A-B A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of Series A-B A ----------------------- Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this the Corporation or of any transfer agent for the Corporation’s capital stocksuch series of Preferred Stock, and shall give written notice to this the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B such series 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, Act the conversion may, at the option of any holder tendering Series A-B such Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the Series A-B such Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder Holder of Series A-B A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder Holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this the Corporation or of any transfer agent for the Corporation’s capital stockSeries A Preferred Stock, and shall give written notice to this the Corporation at its principal corporate office, office of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder Holder of Series A-B A Preferred Stock Stock, or to the nominee or nominees of such holderHolder, a certificate or certificates for the number of shares of Common Stock to which such holder Holder shall be entitled as aforesaid, together with any cash dividends declared but unpaid on such shares of Series A Preferred Stock. In case the number of shares of Series A Preferred Stock represented by the certificate or certificates surrendered pursuant to Section 3(a) above exceeds the number of shares converted, the Corporation shall, upon conversion, execute and deliver to the Holder (at the expense of the Corporation) a new certificate or certificates for the number of shares of Series A Preferred Stock surrendered but not 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 such Series A-B A 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities ActAct of 1933, as amended, the conversion may, at the option of any holder Holder tendering such Series A-B A Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the such Series A-B A Preferred Stock shall not be deemed to have converted such Series A-B A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of Series A-A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock or Series C-1 Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he, she or it shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation corporation or of any transfer agent for the Corporation’s capital stock, such stock and shall give written notice to this Corporation corporation at its principal corporate office, office of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation corporation shall, as soon as practicable thereafter, issue and deliver at such office to each such holder of Series A-B Preferred Stock holder, or to the nominee or nominees of each such holder, (i) a certificate or certificates for the number of shares of Common Stock to which each such holder shall be entitled as aforesaidaforesaid and (ii) a cash payment of all accrued but unpaid dividends on the converted shares as of the date of conversion. 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-A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock or Series C-1 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A-B Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the Series A-B Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock until immediately prior to the closing of such sale of securities.the

Mechanics of Conversion. Before any holder of Series A-B Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation or of any transfer agent for the Corporation’s capital stock, particular series of Preferred Stock and shall give written notice by mail, postage prepaid, to this Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B Preferred Stock or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B 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 as of such date. If the conversion is in connection with an underwritten offering offer of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A-B Preferred Stock for conversion, be conditioned upon the effectiveness of a registration statement under the Securities Act and the closing with the underwriters of the sale and purchase of securities shares pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of the Series A-B Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock until immediately prior to the closing of such sale of securitiesoffering.

Mechanics of Conversion. Before any holder of Series A-B C ----------------------- Convertible Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this the Corporation or of any transfer agent for the Corporation’s capital stockSeries C Convertible Preferred Stock, and shall give written notice to this the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B C Convertible Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B C Convertible 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Acta Qualified Public Offering, the conversion may, at the option of any holder tendering Series A-B C Convertible Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the Series A-B C Convertible Preferred Stock shall not be deemed to have converted such Series A-B C Convertible Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of Series A-B A Preferred Stock shall be entitled to convert the same such Series A Preferred Stock into shares of Common Stock, such the holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this the Corporation or of any transfer agent for the Corporation’s capital stocksuch series of Preferred Stock, and shall give written notice to this the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B such series of Preferred Stock to be converted, and the person Person or persons 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 public Common Stock as of such date. If the conversion is in connection with an underwritten public offering of securities registered pursuant to the Securities Act, Act the conversion may, at the option of any holder tendering Series A-B such Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) any Persons entitled to receive the Common Stock upon conversion of the Series A-B such Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of Series A-B Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation corporation or of any transfer agent for the Corporation’s capital stocksuch Series B Preferred Stock, and shall give written notice by mail, postage prepaid, to this Corporation corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities ActAct of 1933, as amended, the conversion may, at the option of any holder holder, tendering Series A-B Preferred Stock for conversion, be conditioned upon the closing with the underwriters underwriter(s) 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 shares of Series A-B Preferred Stock shall not be deemed to have converted such shares of Series A-B Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of Series A-B A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation corporation or of any transfer agent for the Corporation’s capital stockSeries A Preferred Stock, and shall give written notice by mail, postage prepaid, to this Corporation corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B A Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B A 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 as of such date. If the conversion is in connection with an underwritten offering offer of securities registered pursuant to the Securities ActAct of 1933, the conversion may, at the option of any holder tendering Series A-B A Preferred Stock for conversion, be conditioned upon the closing with the underwriters underwriter 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 Series A-B A Preferred Stock shall not be deemed to have converted such Series A-B A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any Each holder of Series A-B A Preferred Stock shall be entitled ----------------------- who desires to convert the same into shares of Common Stock, such holder Stock pursuant to Section (d)(i) shall surrender the certificate or certificates therefor, duly endorsed, at the office of this the Corporation or of any transfer agent for the Corporation’s capital stockSeries A Preferred Stock, and shall give written notice to this the Corporation at its principal corporate office, of the election such office that such holder elects to convert the same and same. Such notice shall state therein the name or names in which the certificate or certificates for number of shares of Common Series A Preferred Stock are to be issuedbeing converted. This Thereupon, the Corporation shall, as soon as practicable thereafter, shall promptly issue and deliver at such office to such holder of Series A-B Preferred Stock or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder is entitled and shall be entitled as aforesaidpromptly pay in cash the value of any fractional share of Common Stock otherwise issuable to any holder of Series A Preferred Stock. 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-B A 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 as of on such date. If the a conversion is in connection with an underwritten a bona fide public offering of securities registered the shares of Common Stock pursuant to an effective registration statement under the Securities ActAct of 1933, as amended, or under similar laws of other jurisdictions (a "Public ------ Offering"), the conversion may, at the option of any holder tendering Series A-B Preferred Stock for conversion, shall be conditioned upon the closing with the underwriters of the sale of -------- securities pursuant to such offeringPublic Offering, in which event and the person(s) entitled to receive the Common Stock upon conversion of the Series A-B Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock occurred until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of Series A-B Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation or of any transfer agent for the Corporation’s capital stock, particular series of Preferred Stock and shall give written notice by mail, postage prepaid, to this Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B Preferred Stock or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B 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 as of such date. If the conversion is in connection with an underwritten offering offer of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A-B Preferred Stock for conversion, be conditioned upon the effectiveness of a registration statement under the Securities Act and the closing with the underwriters of the sale and purchase of securities shares pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of the Series A-B Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock until immediately prior to the closing of such sale of securitiesregistration statement.

Mechanics of Conversion. Before any holder of Series A-B Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he, she or it shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation the Company or of any transfer agent for the Corporation’s capital stockagent, and shall give written notice to this Corporation the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation The Company shall, as soon as practicable thereafterthereafter and in any event within three business days after such notice, issue and deliver at such office to such holder of Series A-B Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B 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 as of such date. If the conversion is in connection with an underwritten public offering of securities registered pursuant to the Securities ActCompany’s Common Stock, the conversion may, at the option of any holder tendering Series A-B Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities the Company’s Common Stock pursuant to such offering, in which event the person(s) persons entitled to receive the Common Stock upon conversion of the Series A-B Preferred Stock shall not be deemed to have converted such Series A-B Preferred Stock until immediately prior to the closing of such sale of securitiespublic offering.

Mechanics of Conversion. Before any holder of Series A-B A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such the holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation the Company or of any transfer agent for the Corporation’s capital stockSeries A Preferred Stock, and shall give written notice to this Corporation the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A-B A Preferred Stock Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of 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-B A 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities ActAct of 1933, as amended, the conversion may, at the option of any holder tendering Series A-B A Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Common Stock upon conversion of the Series A-B A Preferred Stock shall not be deemed to have converted such the Series A-B A Preferred Stock until immediately prior to the closing of such sale of securities.