Common use of Exchange of Preferred Stock Clause in Contracts

Exchange of Preferred Stock. At or prior to the Recapitalization Closing and subject to Section 5.17, the Preferred Stockholders and the Preferred Warrantholders will surrender to the Company all shares of Preferred Stock (including those issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants and all accrued but unpaid dividends thereon) and all accrued but unpaid dividends thereon that are not tendered to the Company as consideration for the exercise of the Common Stock Warrants pursuant to Section 1.4 of this Agreement in exchange for (subject to consummation of the IPO) a number of shares of Common Stock equal to the quotient of (x) $1,000 per each such share of Preferred Stock plus all accrued but unpaid dividends on each such share as of the date immediately preceding the Recapitalization Closing divided by (y) the IPO Price, it being acknowledged and agreed that the Preferred Stockholders and the Preferred Warrantholders will surrender to the Company all shares of Preferred Stock (including those issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants and all accrued but unpaid dividends thereon) held by the Preferred Stockholders and the Preferred Warrantholders pursuant to this Section 1.5 if the Common Stock Warrants are cancelled pursuant to Section 1.4 of this Agreement. Notwithstanding the foregoing, if the valuation of the Company determined in connection with the IPO is insufficient to exchange all shares of Preferred Stock (including those issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants and all accrued but unpaid dividends thereon) and all accrued but unpaid dividends thereon surrendered pursuant to this Section 1.5 at the ratio set forth in this Section 1.5, then such ratio will be appropriately adjusted (subject to Section 5.17) by increasing the IPO Price (but only by the amount necessary to permit the issuance of the maximum number of shares of Common Stock pursuant to this Section 1.5 as determined by mutual agreement of the Company and the holders of a majority of the outstanding shares of Preferred Stock (including shares issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants) no later than the time of printing of the Preliminary Prospectus) for purposes of calculating the number of shares of Common Stock issuable pursuant to this Section 1.5. As soon as practicable after the execution and delivery of this Agreement, the Company will deliver to each record holder of shares of Preferred Stock a letter of transmittal and instructions for effecting the surrender of such shares of Preferred Stock. Notwithstanding anything to the contrary in the Certificate of Designations, dividends will cease to accrue on the Preferred Stock as of the date immediately preceding the Recapitalization Closing. Each Preferred Stockholder hereby consents to the consummation of the IPO and the transactions contemplated by the Merger, the Recapitalization and the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Section 1.5, the rights of the Company and the holders of a majority of the outstanding shares of Preferred Stock to reach a mutual agreement regarding the exchange of the Preferred Stock pursuant to this Section 1.5 shall not be deemed to permit the amendment by such Parties of any other express provisions of this Agreement.

Exchange of Preferred Stock. At or prior to the Recapitalization Closing and subject to Section 5.17, the Preferred Stockholders and the Preferred Warrantholders will surrender to the Company all shares of Preferred Stock (including those issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants and all accrued but unpaid dividends thereon) and all accrued but unpaid dividends thereon that are not tendered to the Company as consideration for the exercise of the Common Stock Warrants pursuant to Section 1.4 of this Agreement in exchange for (subject to consummation of the IPO) a number of shares of Common Stock equal to the quotient of (x) $1,000 per each such share of Preferred Stock plus all accrued but unpaid dividends on each such share as of the date immediately preceding the Recapitalization Closing divided by (y) the IPO Price, it being acknowledged and agreed that the Preferred Stockholders and the Preferred Warrantholders will surrender to the Company all shares of Preferred Stock (including those issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants and all accrued but unpaid dividends thereon) held by the Preferred Stockholders and the Preferred Warrantholders pursuant to this Section 1.5 if the Common Stock Warrants are cancelled pursuant to Section 1.4 of this Agreement. Notwithstanding the foregoing, if the valuation of the Company determined in connection with the IPO is insufficient to exchange all shares of Preferred Stock (including those issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants and all accrued but unpaid dividends thereon) and all accrued but unpaid dividends thereon surrendered pursuant to this Section 1.5 at the ratio set forth in this Section 1.5, then such ratio will be appropriately adjusted adjusted, temporarily at the time of the printing of the Preliminary Prospectus and finally at the time of pricing of the IPO (in each case, subject to Section 5.17) ), by increasing the IPO Price (but only by the amount necessary to permit the issuance of the maximum number of shares of Common Stock pursuant to this Section 1.5) for purposes of calculating the number of shares of Common Stock issuable pursuant to this Section 1.5; provided, however, that if the Exchange Price is adjusted pursuant to Section 1.2(b), then no shares of Common Stock shall be issued pursuant to this Section 1.5 as determined and all shares of Preferred Stock and all accrued but unpaid dividends thereon will be cancelled with no consideration therefor. Any temporary or final adjustment to the IPO Price pursuant to the preceding sentence (other than the proviso thereto) shall be approved by mutual agreement of the Company and the holders of a majority of the outstanding shares of Preferred Stock (including shares issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants) no later than the time of printing of the Preliminary Prospectus) for purposes of calculating the number of shares of Common Stock issuable pursuant to this Section 1.5). As soon as practicable after the execution and delivery of this Agreement, the Company will deliver to each record holder of shares of Preferred Stock a letter of transmittal and instructions for effecting the surrender of such shares of Preferred Stock. Notwithstanding anything to the contrary in the Certificate of Designations, dividends will cease to accrue on the Preferred Stock as of the date immediately preceding the Recapitalization Closing. Each Preferred Stockholder hereby consents to the consummation of the IPO and the transactions contemplated by the Merger, the Recapitalization and the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Section 1.5, the rights of the Company and the holders of a majority of the outstanding shares of Preferred Stock to reach a mutual agreement regarding the exchange of the Preferred Stock pursuant to this Section 1.5 shall not be deemed to permit the amendment by such Parties of any other express provisions of this Agreement.” 4. The reference in Section 5.1(a)(iv) of the Agreement to “January 31, 2007” is hereby changed to “June 30, 2007.” 5. Section 5.17 of the Agreement is hereby amended and restated in its entirety as follows:

Exchange of Preferred Stock. At or prior (a) Effective immediately, each Holder hereby irrevocably agrees to exchange all the Series F Shares held by such Holder for: (i) the number of Series G Shares having an aggregate Series G Original Issue Price equal to the Recapitalization Closing and subject to Section 5.17sum of the aggregate Series F Original Issue Price of the Series F Shares so exchanged, plus the aggregate amount of all accrued unpaid dividends on such Series F Shares (such sum, the Preferred Stockholders and the Preferred Warrantholders will surrender to the Company all shares of Preferred Stock "Aggregate Face Amount Exchanged"); plus (including those issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants and all accrued but unpaid dividends thereon) and all accrued but unpaid dividends thereon that are not tendered to the Company as consideration for the exercise of the Common Stock Warrants pursuant to Section 1.4 of this Agreement in exchange for (subject to consummation of the IPOii) a number of shares of Common Stock Shares equal to the quotient of (x) $1,000 per each such share of Preferred Stock plus all accrued but unpaid dividends on each such share as of the date immediately preceding the Recapitalization Closing Aggregate Face Amount Exchanged divided by $1.00. (yb) The table attached to this Agreement as Schedule I sets forth the IPO Pricenumber of Series F Shares held of record and beneficially by each Holder, it being acknowledged and agreed that the Preferred Stockholders and the Preferred Warrantholders will surrender to the Company all shares of Preferred Stock (including those issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants and all aggregate accrued but unpaid dividends thereon) held , and the number of Series G Shares and Common Shares to be issued by the Preferred Stockholders Company to the Holder in exchange therefor. The Company and each Holder acknowledge and agree that Schedule I is correct and shall be binding against the Preferred Warrantholders Company and each Holder absent manifest error. (c) each Holder shall be entitled to receive new certificates, representing in the aggregate the Series G Shares and Common Shares issued to such Holder pursuant to this Section 1.5 if the Common Stock Warrants are cancelled pursuant to Section 1.4 of this Agreement. Notwithstanding the foregoing, if the valuation of the Company determined in connection with the IPO is insufficient to exchange all shares of Preferred Stock (including those issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants From and all accrued but unpaid dividends thereon) and all accrued but unpaid dividends thereon surrendered pursuant to this Section 1.5 at the ratio set forth in this Section 1.5, then such ratio will be appropriately adjusted (subject to Section 5.17) by increasing the IPO Price (but only by the amount necessary to permit the issuance of the maximum number of shares of Common Stock pursuant to this Section 1.5 as determined by mutual agreement of the Company and the holders of a majority of the outstanding shares of Preferred Stock (including shares issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants) no later than the time of printing of the Preliminary Prospectus) for purposes of calculating the number of shares of Common Stock issuable pursuant to this Section 1.5. As soon as practicable after the execution and delivery of this Agreement, certificates formerly representing Series F Shares shall represent only the Company will deliver right to each record holder of shares of Preferred Stock a letter of transmittal receive such new certificates as provided in this Agreement. (d) The Series G Shares and instructions for effecting the surrender of such shares of Preferred Stock. Notwithstanding anything Common Shares issued to the contrary Holders in the Certificate of Designations, dividends will cease to accrue on the Preferred Stock as of the date immediately preceding the Recapitalization Closing. Each Preferred Stockholder hereby consents to the consummation of the IPO and the transactions contemplated by the Merger, the Recapitalization and the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Section 1.5, the rights of the Company and the holders of a majority of the outstanding shares of Preferred Stock to reach a mutual agreement regarding the exchange of the Preferred Stock for Series F Shares pursuant to this Section 1.5 shall Agreement will not be deemed registered under the Securities Act of 1933, as amended, in accordance with one or more exemptions from registration available under such act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Certificates representing the Series G Shares and the Common Shares will bear a restrictive legend substantially to permit the amendment following effect: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS, NOR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THOSE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION THEREFROM." (e) The Company hereby represents and warrants to each Holder that the Series G Shares and Common Shares issued to such Holder hereunder are duly authorized, validly issued, fully paid and non-assessable. Each of the parties to this Agreement hereby represents and warrants to each other party that this Agreement has been duly authorized, executed and delivered by such Parties party and constitutes the legal, valid and binding agreement of any other express provisions of this Agreementsuch party, enforceable in accordance with its terms.

Exchange of Preferred Stock. At The parties hereto acknowledge that the --------------------------- Selling Shareholders owe Videoland an amount equal to approximately $1,371,000 under the Videoland shareholder advance account (the "Shareholder Account"). In the event the Trading Price (as defined in the Certificate of Designations) of VCI's Common Stock for any period of 20 consecutive trading days during the five year period commencing on the Effective Time is equal to or prior to exceeds $3.1667, then VCI may, at VCI's option, receive the Recapitalization Closing and subject to Section 5.17, the Preferred Stockholders and the Preferred Warrantholders will surrender to the Company all number of outstanding shares of the Series B Preferred Stock then held by the Selling Shareholders determined by dividing (including those issued pursuant i) the total amount then owed by the Selling Shareholders to Section 1.3 upon exercise Videoland under the Shareholder Account by (ii) $100, or any lesser number of the outstanding shares of Series B Preferred Stock Warrants and all accrued but unpaid dividends thereon) and all accrued but unpaid dividends thereon that are not tendered to then held by the Company as consideration for the exercise of the Common Stock Warrants pursuant to Section 1.4 of this Agreement Selling Shareholders, in exchange for (subject to consummation full or partial satisfaction of the IPO) a number of shares of Common Stock equal to the quotient of (x) $1,000 per each such share of Preferred Stock plus all accrued but unpaid dividends on each such share as of the date immediately preceding the Recapitalization Closing divided by (y) the IPO Price, it being acknowledged and agreed that the Preferred Stockholders and the Preferred Warrantholders will surrender to the Company all shares of Preferred Stock (including those issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants and all accrued but unpaid dividends thereon) held applicable amount then owed by the Preferred Stockholders and Selling Shareholders to Videoland under the Preferred Warrantholders pursuant to this Section 1.5 if the Common Stock Warrants are cancelled pursuant to Section 1.4 of this AgreementShareholder Account. Notwithstanding the foregoing, if in the valuation event such Trading Price for any period of 20 consecutive trading days during the five year period commencing on the Effective Time does not equal or exceed $3.1667, then at the end of such five year period Videoland shall forgive all amounts then owed by the Selling Shareholders to Videoland under the Shareholder Account and Videoland shall pay all tax liabilities and obligations of the Company determined Selling Shareholders in connection with the IPO is insufficient forgiveness of such amounts. In order to exchange all shares of Preferred Stock (including those issued pursuant to Section 1.3 upon exercise secure the payment of the Preferred Stock Warrants and all accrued but unpaid dividends thereon) and all accrued but unpaid dividends thereon surrendered pursuant amount owed to this Section 1.5 at the ratio set forth in this Section 1.5, then such ratio will be appropriately adjusted (subject to Section 5.17) by increasing the IPO Price (but only Videoland by the amount necessary Selling Shareholders under the Shareholder Account, the Selling Shareholders shall pledge to permit the issuance of the maximum number of shares of Common Stock pursuant to this Section 1.5 as determined by mutual agreement of the Company and the holders of a majority of the outstanding shares of Preferred Stock (including shares issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants) no later than the time of printing of the Preliminary Prospectus) for purposes of calculating Videoland the number of shares of Common Stock issuable pursuant to this Section 1.5. As soon as practicable after the execution and delivery of this Agreement, the Company will deliver to each record holder of shares of Series B Preferred Stock a letter of transmittal issued to them (the "Pledged Preferred Shares") on the Closing Date determined by dividing (i) the total amount then owed by the Selling Shareholders to Videoland under the Shareholder Account by (ii) $100, by executing stock powers and instructions delivering the certificates for effecting the surrender of such shares of Preferred Stock. Notwithstanding anything to the contrary in the Certificate of Designations, dividends will cease to accrue on the Series B Preferred Stock as to Videoland. Until the pledge of the date immediately preceding the Recapitalization Closing. Each Pledged Preferred Stockholder hereby consents to the consummation of the IPO and the transactions contemplated by the MergerShares is terminated, the Recapitalization and Selling Shareholders shall not sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose the Pledged Preferred Shares (other transactions contemplated by this Agreementthan as set forth herein), or convert the Pledged Preferred Shares into VCI Common Stock, without the prior written consent of VCI. Notwithstanding anything to the contrary in this Section 1.5, the The Selling Shareholders may exercise all voting rights of the Company and the holders of a majority of the outstanding shares of Pledged Preferred Stock to reach a mutual agreement regarding the exchange of the Preferred Stock pursuant to this Section 1.5 shall not be deemed to permit the amendment Shares held by such Parties of any other express provisions of this Agreementthem.

Exchange of Preferred Stock. At or prior to The Representative shall effect the Recapitalization Closing and subject to Section 5.17, exchange of cash for the Preferred Stockholders and the Preferred Warrantholders will surrender to the Company all shares of Preferred Stock (including those issued that are outstanding as of immediately prior to the Effective Time and entitled to payment pursuant to Section 1.3 upon exercise 1.02. In connection with such exchange, prior to the Closing Date, the Company shall provide each holder of Preferred Stock with a Letter of Transmittal, substantially in the form of Exhibit B attached hereto (a “Letter of Transmittal”). Prior to the Effective Time, the Parent shall transfer to the Representative via wire transfer of immediately available funds, cash equal to the Closing Payment Amount. The Representative shall hold such funds and deliver them in accordance with the terms and conditions hereof. Each holder of Preferred Stock outstanding as of immediately prior to the Effective Time may deliver a duly executed and completed Letter of Transmittal and, after the Effective Time, the Representative shall promptly deliver or cause to be delivered to such holder a wire transfer in an amount equal to the amount of cash to which such holder is entitled to receive under Section 1.02 (less, with respect to each such Preferred Shareholder (in its capacity as such) such Preferred Shareholder’s Pro Rata Percentage of each of the Representative Amount and the Escrow Amounts, as further provided in Section 1.05 and Section 1.11) to the account(s) designated by such holder in such holder’s Letter of Transmittal; provided, that the Representative shall deliver or cause to be delivered such amounts on the Closing Date to any holder of Preferred Stock Warrants that has delivered a duly executed and all accrued but unpaid dividends thereon) and all accrued but unpaid dividends thereon that are not tendered completed Letter of Transmittal to the Company as consideration for the exercise of the Common Stock Warrants pursuant to Section 1.4 of this Agreement in exchange for (subject to consummation of the IPO) a number of shares of Common Stock equal prior to the quotient of (x) $1,000 per each such share Closing Date. Except as provided in the Escrow Agreement for any Preferred Shareholder with respect to the Escrow Amounts, in no event shall any holder of Preferred Stock plus all accrued but unpaid dividends who delivers a Letter of Transmittal be entitled to receive interest on each such share as any of the date funds to be received in the Merger. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of Company Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of the shares of Company Stock outstanding immediately preceding the Recapitalization Closing divided by (y) the IPO Price, it being acknowledged and agreed that the Preferred Stockholders and the Preferred Warrantholders will surrender prior to the Company all shares Effective Time shall cease to have any rights with respect thereto except as otherwise provided in this Agreement or by Law. Subject to the payment by Parent to the Representative of the Closing Payment Amount prior to the Effective Time as contemplated herein, any holder of Preferred Stock (including those issued pursuant shall look only to Section 1.3 upon exercise the Representative for payment of its claim for the applicable portion of the Preferred Stock Warrants and all accrued but unpaid dividends thereon) held by the Preferred Stockholders and the Preferred Warrantholders pursuant to this Section 1.5 if the Common Stock Warrants are cancelled pursuant to Section 1.4 of this Agreement. Notwithstanding the foregoing, if the valuation of the Company determined Closing Payment Amount in connection with the IPO is insufficient to exchange all shares of Preferred Stock (including those issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants and all accrued but unpaid dividends thereon) and all accrued but unpaid dividends thereon surrendered pursuant to this Section 1.5 at the ratio set forth in this Section 1.5, then such ratio will be appropriately adjusted (subject to Section 5.17) by increasing the IPO Price (but only by the amount necessary to permit the issuance of the maximum number of shares of Common Stock pursuant to this Section 1.5 as determined by mutual agreement of the Company and the holders of a majority of the outstanding shares of Preferred Stock (including shares issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants) no later than the time of printing of the Preliminary Prospectus) for purposes of calculating the number of shares of Common Stock issuable pursuant to this Section 1.5. As soon as practicable after the execution and delivery of this Agreement, the Company will deliver to each record holder of shares of Preferred Stock a letter of transmittal and instructions for effecting the surrender respect of such shares of Preferred Stock. Notwithstanding anything to the contrary in the Certificate of Designations, dividends will cease to accrue on the Preferred Stock as of the date immediately preceding the Recapitalization Closing. Each Preferred Stockholder hereby consents to the consummation of the IPO and the transactions contemplated by the Merger, the Recapitalization and the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Section 1.5, the rights of the Company and the holders of a majority of the outstanding shares of Preferred Stock to reach a mutual agreement regarding the exchange of the Preferred Stock pursuant to this Section 1.5 shall not be deemed to permit the amendment by such Parties of any other express provisions of this Agreement.

Exchange of Preferred Stock. At or prior (a) Subject to the Recapitalization Closing terms and subject to Section 5.17conditions herein, the Preferred Stockholders Holder shall sell, transfer, surrender and the Preferred Warrantholders will surrender assign to the Company all the Outstanding Preferred Stock and in exchange therefor, the Company shall issue to the Holder the Notes with a principal amount equal to the aggregate liquidation preference of such shares of Preferred Stock (including those issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants plus, without duplication, accrued and all accrued but unpaid dividends thereon) and all accrued but unpaid dividends thereon that are not tendered (rounded to the nearest multiple of $100). (b) Subject to the terms and conditions herein, the closing of the Exchange (the "Closing") shall occur immediately following the closing of the New Credit Agreement (as defined in Section 3(b)) at the offices of Paul, Weiss, Rifkind, Whartox & Garrison LLP or such xxxxx timx xxx xxace as the parties agree. (c) At the Closing, (i) the Holder shall deliver to the Company one or more certificates or other instruments representing the Outstanding Preferred Stock duly endorsed in blank or accompanied by appropriate instruments of transfer duly endorsed in blank, (ii) the Company and the Holder, as consideration for trustee shall enter into an indenture governing the exercise Notes (the "Indenture") which Indenture shall be in the form attached hereto as Exhibit A (with such changes as the parties may agree), (iii) the Company shall issue the Notes (which shall be in substantially the form attached as an exhibit to the Indenture attached hereto as Exhibit A) in certificated form registered in the name of the Common Stock Warrants pursuant to Section 1.4 of this Agreement in exchange for Holder and (subject to consummation iv) the Holder, as trustee under the Indenture, shall authenticate the Notes. (d) The Company shall notify the Holder of the IPO) a number proposed closing date and the principal amount of shares of Common Stock equal the Notes to be issued at least two days prior to the quotient of Closing. (xe) $1,000 per each such share of Preferred Stock plus all accrued but unpaid dividends on each such share as of the date immediately preceding the Recapitalization Closing divided by (y) the IPO Price, it being acknowledged and agreed that the Preferred Stockholders and the Preferred Warrantholders will surrender to the Company all shares of Preferred Stock (including those issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants and all accrued but unpaid dividends thereon) held by the Preferred Stockholders and the Preferred Warrantholders pursuant to this Section 1.5 if the Common Stock Warrants are cancelled pursuant to Section 1.4 of this Agreement. Notwithstanding the foregoing, if the valuation of the Company determined in connection with the IPO is insufficient to exchange all shares of Preferred Stock (including those issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants and all accrued but unpaid dividends thereon) and all accrued but unpaid dividends thereon surrendered pursuant to this Section 1.5 at the ratio set forth in this Section 1.5, then such ratio will be appropriately adjusted (subject to Section 5.17) by increasing the IPO Price (but only by the amount necessary to permit the issuance of the maximum number of shares of Common Stock pursuant to this Section 1.5 as determined by mutual agreement Each of the Company and the holders Holder agrees to execute and deliver such other documents and instruments of a majority of transfer as may be necessary to carry out the outstanding shares of Preferred Stock (including shares issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants) no later than the time of printing of the Preliminary Prospectus) for purposes of calculating the number of shares of Common Stock issuable pursuant to this Section 1.5. As soon as practicable after the execution and delivery of this Agreement, the Company will deliver to each record holder of shares of Preferred Stock a letter of transmittal and instructions for effecting the surrender of such shares of Preferred Stock. Notwithstanding anything to the contrary in the Certificate of Designations, dividends will cease to accrue on the Preferred Stock as of the date immediately preceding the Recapitalization Closing. Each Preferred Stockholder hereby consents to the consummation of the IPO and the transactions contemplated by the Merger, the Recapitalization and the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Section 1.5, the rights of the Company and the holders of a majority of the outstanding shares of Preferred Stock to reach a mutual agreement regarding the exchange of the Preferred Stock pursuant to this Section 1.5 shall not be deemed to permit the amendment by such Parties of any other express provisions of this AgreementExchange.