Common use of Conversion or Exchange Clause in Contracts

Conversion or Exchange. Except as otherwise set forth in the Agreement and Plan of Merger between the Corporation and Manhattan Acquisition Corp., dated as of November 15, 2000, as amended as of January , 2001, the Holders of Series C Preferred Stock shall not have any rights hereunder to convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of Capital Stock of the Corporation.

Conversion or Exchange. Except as otherwise set forth in the Agreement and Plan of Merger between the Corporation and Manhattan Acquisition Corp., dated as of November 15, 2000, as amended as of January 9, 2001, the Holders of Series C Preferred Stock shall not have any rights hereunder to convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of Capital Stock of the Corporation.

Conversion or Exchange. Except as otherwise set forth in the ---------------------- Agreement and Plan of Merger between the Corporation and Manhattan Acquisition Corp., dated as of November 15, 2000, as amended as of January , 2001, the Holders of Series C Preferred Stock shall not have any rights hereunder to convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of Capital Stock of the Corporation.

Conversion or Exchange. Except as otherwise set forth in the Agreement and Plan of Merger between the Corporation and Manhattan Acquisition Corp., dated as of November 15, 2000, as amended as of January 9, 2001 and further amended as of May 1, 2001, the Holders of Series C Preferred Stock shall not have any rights hereunder to convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of Capital Stock of the Corporation.