Common use of Mechanics of Conversion Clause in Contracts

Mechanics of Conversion. (i) Promptly after the Conversion Date (and in any event within three (3) Business Days), the Corporation shall (A) issue and deliver to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. As a condition to affecting the conversion set forth in Section 1.1(b) above, the Holder shall properly complete and deliver to the Company a Notice of Conversion, a form of which is annexed hereto as Exhibit B (i“Conversion Notice” or Notice of Conversion”). The Notice of Conversion shall set forth the Outstanding Balance together with all unpaid interest accrued thereon of this Note to be converted and the date on which such conversion shall be affected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. Upon timely delivery to the Borrower of the Notice of Conversion, certificates evidencing that number of shares of Common Stock for the portion of the Note converted in accordance herewith shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s broker with The Depository Trust Company through its Deposit / Withdrawal at Custodian system if the Company is then a participant in such system and either (A) Promptly there is an effective registration statement permitting the issuance of the Conversion Shares to, or resale of the Conversion Shares by, the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, Rule 144A, Regulation S and otherwise by physical delivery to the address specified by the Holder in the Notice of Conversion by the date that is two Trading Days after the Conversion Date (and in any event within three (3) Business Dayssuch third day being the “Share Delivery Date”). The Borrower will not issue fraction shares or scrip representing fractions of shares upon conversion, but the Corporation shall (A) issue and deliver to such holder Borrower will round the number of Class A the shares up to the nearest whole share. Moreover, and notwithstanding anything to the contrary herein or in any other Transaction Document, in the event Borrower or its transfer agent refuses to deliver any Conversion Shares or shares without a restrictive securities legend to Lender on grounds that such issuance is in violation of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”), Borrower shall deliver or cause its transfer agent to deliver the applicable Conversion Shares to which such holder is entitled Lender with a restricted securities legend, but otherwise in exchange for accordance with the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent provisions of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Datethis Note. In case fewer than all the shares represented by any such certificate are conjunction therewith, Xxxxxxxx will also deliver to be converted, Lender a new certificate shall be issued representing the unconverted shares without cost written explanation from its counsel or its transfer agent’s counsel opining as to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon why the issuance of a new certificate for any Convertible Preference the applicable Conversion Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderviolates Rule 144. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after Before any holder of Preferred Stock shall be entitled to convert the Conversion Date (and in any event within three (3) Business Days)same into shares of Common Stock, the Corporation holder shall surrender the certificate(s) therefor, duly endorsed, at the office of this corporation or of any transfer agent for the Preferred Stock and shall give written notice to this corporation at such office that the holder elects to convert the same (Aexcept that no such written notice of election to convert shall be necessary in the event of an automatic conversion pursuant to Section 4(b) hereof). This corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Preferred Stock certificate(s) for the number of Class A Shares shares of Common Stock to which such holder is shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Sharesas aforesaid. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the shares of Preferred Stock to be converted (except that in the case of an automatic conversion pursuant to Section 4(b)(i) hereof such conversion shall be deemed to have been made immediately prior to the closing of the offering referred to in Section 4(b)(i)) or in the case of an automatic conversion pursuant to Section 4(b)(ii) hereof, immediately prior to the close of business on the date of the election referred to in Section 4(b)(ii) and the person or persons entitled to receive the Class A Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares shares of Common Stock on such Conversion Datedate. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition an underwritten public offering of securities registered pursuant to the Class A Shares issuable upon conversion of the Convertible Preference Shares, Securities Act the conversion may, at the option of any holder tendering any Convertible Preference Share such Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale, transfer or the disposition sale of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in securities pursuant to such sale, transfer or dispositionoffering, in which event such any persons entitled to receive Common Stock upon conversion of such Convertible Preference Shares Preferred Stock shall not be deemed to have occurred converted such Preferred Stock until immediately prior to the closing of such sale, transfer or other dispositionsale of securities. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after Any holder of shares of Series B Preferred Stock, Series C Preferred Stock or Series M Preferred Stock shall be entitled to convert the Conversion Date (same into shares of Common Stock, by surrendering the certificate or certificates therefor, duly endorsed, at the office of this corporation or of any transfer agent for the Series B Preferred Stock, Series C Preferred Stock or Series M Preferred Stock, as applicable, and by giving written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the election to convert the same and stating therein the name or names in any event within three (3) Business Days)which the certificate or certificates for shares of Common Stock are to be issued. This corporation shall, the Corporation shall (A) as soon as practicable thereafter, issue and deliver at such office to such holder of shares of Series B Preferred Stock, Series C Preferred Stock or Series M Preferred Stock, or to a nominee or nominees of such holder, a certificate or certificates for the number of Class A Shares shares of Common Stock to which such holder is shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Sharesas aforesaid. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the shares of Series B Preferred Stock, Series C Preferred Stock or Series M Preferred Stock to be converted, and the person or persons entitled to receive the Class A Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares on shares of Common Stock as of such Conversion Datedate. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any salean underwritten offering of securities registered pursuant to the Securities Act of 1933, transfer or as amended, other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Sharesthan in a Public Offering as set forth in Section C.3.a.(ii) above, the conversion may, at the option of any holder tendering any Convertible Preference Share Series B Preferred Stock, Series C Preferred Stock or Series M Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale, transfer or the disposition sale of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in securities pursuant to such sale, transfer or dispositionoffering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of such Convertible Preference Shares the Series B Preferred Stock, Series C Preferred Stock or Series M Preferred Stock shall not be deemed to have occurred converted such stock until immediately prior to the closing of such sale, transfer or other dispositionsale of securities. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. If the Holder of a Note desires to exercise such right of conversion, such Holder shall give written notice to Newco (ithe "Conversion Notice") of that Holder's election to convert a stated amount of the principal balance (the "Conversion Amount") into shares of Newco Common Stock, and surrender to Newco, at its principal office or at such other office or agency maintained by Newco for such purpose, the originally executed Note evidencing such Conversion Amount. The Conversion Notice shall also contain a statement of the name or names (with addresses) in which the certificate or certificates for Newco Common Stock shall be issued. Notwithstanding the foregoing, Newco shall not be required to issue any certificates to any person other than the Holder of the converted Note unless Newco has obtained reasonable assurance that such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under, the Securities Act of 1933, as amended (the "Act"), and all applicable state securities laws, including, if necessary in the reasonable judgment of Newco or its legal counsel, receipt of an opinion to such effect from counsel reasonably satisfactory to Newco. In no event would such opinion be required if the shares of Newco Common Stock could, upon conversion, be resold pursuant to Rule 144 or Rule 144A under the Act. Promptly after the Conversion Date (as practicable, and in any event within three five business days (3) Business Dayssubject to the last sentence of Section 3.01(c)(v)), after the Corporation receipt of the Conversion Notice and the surrender of the Note evidencing at least the Conversion Amount, Newco shall (A) issue and deliver deliver, or cause to be delivered, to the Holder of such holder Note or his nominee or nominees, (i) a certificate or certificates for the number of Class A Shares to which shares of Newco Common Stock issuable upon the conversion of such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares Conversion Amount and (Bii) pay to such holderif the Conversion Amount is less than the total outstanding principal balance of the converted Note which is surrendered, to a new Note, of like tenor, evidencing the extent remaining portion of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Sharesoutstanding principal balance which is not converted. Such conversion will shall be deemed to have been made effected as of the close of business on the date Newco received the Conversion DateNotice and the originally executed Note representing at least the Conversion Amount, and the person or persons entitled to receive the Class A Shares shares of Newco Common Stock issuable upon such conversion shall be treated for all purposes as the holder or holders of record holder of such Class A Shares shares of Newco Common Stock as of the close of business on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderdate. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after the Conversion Date (and in any event within three (3) Business Days), the Corporation shall (A) issue and deliver to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares; provided, that any accrued and unpaid Dividends not paid to such holder pursuant to the foregoing clause (B) shall, subject to SECTION 5(b), be converted into a number of duly authorized, validly issued, fully paid and nonassessable Class A Shares equal to the number determined by dividing (x) the aggregate amount of such accrued and unpaid Dividends on the Convertible Preference Shares that are being converted by (y) the then current Conversion Price. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared accrued and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (iIn the event of optional conversion of Series B Junior Participating Preferred Stock pursuant to Section 8(A) Promptly after hereof, such holder shall surrender the Conversion Date (and in any event within three (3) Business Days)certificate or certificates therefor, duly endorsed, at the office of the Corporation or any transfer agent of such stock, and shall (A) give written notice to the secretary of 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 Units of Series A Junior Participating Preferred Stock are to be issued. The Corporation shall, as soon as practical thereafter, issue and deliver at such office to such holder or the nominee or nominees of such holder, certificate(s) for the number of Class Units of Series A Shares Junior Participating Preferred Stock to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Sharesshall be entitled. Such conversion will shall be deemed to have been made immediately prior to the close of business on such date of such surrender of the Conversion Date, Units to be converted and the person or persons entitled to receive the Class Units of Series A Shares Junior Participating Preferred Stock issuable upon such on the conversion shall be treated for all purposes as the record holder or holders of such Class Units of Series A Shares on Junior Participating Preferred Stock as of such Conversion Datedate. In case fewer than all the shares represented by any such certificate are event of the automatic conversion of Units of Series B Junior Participating Preferred Stock pursuant to be convertedSection 8(B) hereof, a new certificate shall be issued the outstanding certificates representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name Units of the converting holder. The Corporation Series B Junior Participating Preferred Stock so converted shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstandingrepresent, immediately upon such conversion and all rights without further action, the appropriate number of Units of Series A Junior Participating Preferred Stock issuable upon such conversion; and, upon tender to the Corporation of the original certificate(s) representing such converted Units of Series B Junior Participating Preferred Stock, the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all receive new certificate(s) representing the appropriate number of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition Units of the Class Series A Shares Junior Participating Preferred Stock issuable upon conversion such conversion. Any Units of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, Series B Junior Participating Preferred Stock cancelled pursuant to this Section 8(E) shall be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior restored to the closing status of such sale, transfer or other dispositionauthorized but unissued Units of Series B Junior Participating Preferred Stock. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Such right of conversion shall be exercised by the Payee by delivering to Unify a conversion notice in the form attached hereto as Exhibit B (the “Conversion Notice”), appropriately completed and duly signed, and by surrender to Unify not later than two (2) Business Days thereafter of this Note. The Conversion Notice shall also contain a statement of the name or names (with addresses and tax identification or social security numbers) in which the certificate or certificates for Unify Common Stock shall be issued, if other than the name in which this Note is registered. Promptly after the receipt of the Conversion Date (and in any event within three (3) Business Days)Notice, the Corporation Unify shall (A) issue and deliver deliver, or cause to be delivered, to the Payee or such holder Payee’s nominee, a certificate or certificates for the number of Class A Shares to which shares of Unify Common Stock issuable upon such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Sharesconversion. Such conversion will shall be deemed to have been made effected as of the close of business on the date of receipt by Unify of the Conversion Notice (the “Conversion Date”), and the person or persons entitled to receive the Class A Shares shares of Unify Common Stock issuable upon such conversion shall be treated for all purposes as the holder or holders of record holder of such Class A Shares shares of Unify Common Stock as of the close of business on such the Conversion Date. In case fewer than all If the shares represented by any such certificate are Payee has not converted the entire amount of this Note pursuant to be convertedthe Conversion Notice, then Unify shall execute and deliver to the Payee a new certificate Note instrument identical in terms to this Note, but with a principal amount reflecting the unconverted portion of this Note. The new Note instrument shall be issued representing the unconverted shares without cost delivered subject to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any same timing terms as the certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderUnify Common Stock. (ii) From Unify shall effect such issuance of Unify Common Stock within three (3) Business Days following the Conversion Date and shall transmit the certificates by messenger or reputable overnight delivery service to reach the address designated by such holder within three (3) Business Days after the receipt by Unify of such Conversion Notice. Provided that the holder complies with all of the provisions of this Note relating to the conversion hereof, if certificates evidencing the Unify Common Stock are not received by the holder (through no fault or negligence of the holder) within five (5) Business Days following the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of then the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is revoke and withdraw its Conversion Notice, in connection with any sale, transfer whole or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion mayin part, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately time prior to the closing its receipt of such sale, transfer or other dispositionthose certificates. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly Not later than three (3) Trading Days after any Conversion Date, Maker or its designated transfer agent, as applicable, shall issue and deliver to the Holder, a certificate registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled, within three Trading Days after the Conversion Date (and the “Delivery Date”). If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the Holder by the Delivery Date, the Holder shall be entitled by written notice to Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event within three Maker shall immediately return the Note tendered for conversion (3) Business Daysif applicable), and whereupon the Corporation Maker and the Holder shall (A) issue and deliver each be restored to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, their respective positions immediately prior to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder delivery of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name notice of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderrevocation. (ii) From and after The Maker understands that a delay in the Conversion delivery of the shares of Common Stock upon conversion of this Note beyond the Delivery Date could result in economic loss to the Holder. If Maker fails to deliver to the Holder such certificates by the Delivery Date, the Convertible Preference Shares Maker shall pay to the Holder, in cash, an amount per Trading Day for each Trading Day until such certificates are delivered, together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of: (A) (i) 1% of the aggregate amount of the Note requested to be converted on such Conversion for the first five (5) Trading Days after the Delivery Date will no longer be deemed and (ii) 2% of the aggregate amount of the Note requested to be outstanding, converted for each Trading Day thereafter; and all rights of the holder thereof (B) $1,000 per day (which amount shall be paid as liquidated damages and not as a holder penalty). Nothing herein shall limit the Holder’s right to pursue actual damages for Maker’s failure to deliver certificates representing shares of Convertible Preference Shares (except Common Stock upon conversion within the period specified herein and the Holder shall have the right to receive from pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the Corporation contrary contained herein, the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) Holder shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of withdraw a Conversion Notice, and upon such withdrawal the rights as provided hereinMaker shall only be obligated to pay the liquidated damages accrued through the date the Conversion Notice is withdrawn. (iii) If In addition to any other rights available to the conversion is in connection with any saleHolder, if Maker fails to cause its transfer agent to transmit to the Holder a certificate or other disposition certificates representing the shares of the Class A Shares Common Stock issuable upon conversion of this Note on or before the Convertible Preference SharesDelivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon conversion of this Note which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Maker shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Common Stock issuable upon conversion of this Note that Maker was required to deliver to the Holder in connection with the conversion mayat issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of any holder tendering any Convertible Preference Share for conversionthe Holder, be conditioned upon either reinstate the closing portion of the saleNote and equivalent number of shares of Common Stock for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had Maker timely complied with its conversion and delivery obligations hereunder. For example, transfer if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Maker shall be required to pay the Holder $1,000. The Holder shall provide the Maker written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Maker. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or the disposition in equity including, without limitation, a decree of Class A Shares issuable specific performance and/or injunctive relief with respect to Maker’s failure to timely deliver certificates representing shares of Common Stock upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior this Note as required pursuant to the closing of such sale, transfer or other dispositionterms hereof. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after the Conversion Date (and in To exercise any event within three (3) Business Days)of their conversion rights under this Note, the Corporation shall (A) issue and deliver the Requisite Holders shall transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to such holder 11:59 p.m., New York Time, on or prior to the number applicable Conversion Notice Date as set forth in the table below, a copy of Class A Shares an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares Issuer and (B) pay the Holder shall surrender this Note to such holder, a reputable common carrier for delivery to the extent Issuer (or shall provide an indemnification undertaking with respect to this Note in the case of funds legally available thereforits loss, all declared and unpaid Participating Dividends theft or destruction) on or prior to the Convertible Preference Shares that are being converted into Class A Shares. Such applicable conversion will be deemed to have been made on the date (“Conversion Date, and ”) as set forth in the person table below: Conversion Event Conversion Notice Date Conversion Date Applicable Section of the Note IPO IPO Election Deadline Closing date of the IPO Section 3(b) Date Non-IPO Anticipated First 23rd Trading Day after Section 3(e) Liquidity Event Trading Day Non-IPO Liquidity Event Non-Change of 3rd Business Day Closing date of the Non- Section 3(c) Control Merger preceding the Change of Control Event anticipated effective Merger Event or 20th date Trading Day following such Closing Date Change of Control 10th Business Day Change of Control Section 4 prior to the anticipated Effective Date or 20th Change of Control Trading Day following Effective Date such Change of Control Effective Date Maturity Date Sixty Days prior to the Applicable Maturity Date Section 5 Applicable Maturity Date (ii) The Person or Persons entitled to receive the Class A Shares shares of the Conversion Security issuable upon such a conversion of this Note shall be treated for all purposes as the record holder or holders of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due Conversion Security on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares and from and after such conversion, this Note shall cease to be converted on outstanding for any purpose whatsoever. Upon conversion of this Note, the Issuer shall use commercially reasonable effort to deliver shares of Conversion Securities to such Conversion Date will no longer be deemed to be outstanding, and all rights Person or Persons within five (5) Business Days of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided hereinapplicable Conversion Date. (iii) If the conversion is in connection with Conversion Securities are not available for issuance for any sale, transfer or other disposition reason at any of the Class A Shares issuable upon Conversion Dates set forth in this Note, then the period during which conversion of may occur shall be extended until ten (10) Business Days after the Convertible Preference Shares, date on which the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other dispositionConversion Securities become available. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after On the Conversion Date (and in any event within three (3) Business Days), the Corporation shall Date: (A) issue and deliver the Person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares time, and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate of Series A Preferred Stock so converted shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (with respect to such shares shall immediately terminate except the right to receive from the Corporation the Class A Shares upon conversion, together with the right Common Stock and other amounts payable pursuant to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all this Section 7. All shares of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable Common Stock delivered upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class Series A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares Preferred Stock will, upon issuance by the Corporationdelivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) Promptly after Before Holder shall be entitled to ----------------------- convert this Note, Holder shall surrender this Note, duly endorsed, at the Conversion Date (Company's principal corporate office, together with written notice of Holder's election to convert the same, and shall state therein the name or names in any event within three (3) Business Days)which the certificate or certificates for shares of Series A Preferred Stock are to be issued. The Company shall, the Corporation shall (A) as soon as practicable thereafter, issue and deliver to such holder Holder, or to the nominee or nominees of Holder, a certificate or certificates for the number of Class shares of Series A Shares Preferred Stock to which such holder is Holder shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Sharesas aforesaid. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the Note to be converted, and the person or persons entitled to receive the Class shares of Series A Shares Preferred Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class shares of Series A Shares on Preferred Stock as of such Conversion Datedate. In case fewer than all the If this Note is converted in part, this Note must be converted for a number of whole shares represented by any such certificate are of Series A Preferred Stock and Holder shall be entitled to be converted, receive a new Note covering the remaining principal amount in respect of which this Note has not been converted. Upon such surrender of this Note, the Company will issue a certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of Holder for the converting holder. The Corporation largest number of whole shares of Series A Preferred Stock to which Holder shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled and, if this Note is converted in whole, in lieu of any fractional share of Series A Preferred Stock to all of which Holder shall be entitled, cash equal to the rights as provided herein. (iii) remaining amount due hereunder. If the conversion is in connection with any sale, transfer or other disposition an underwritten offering of securities registered pursuant to the Class A Shares issuable upon conversion Securities Act of the Convertible Preference Shares1933, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversionHolder, be conditioned upon the closing with the underwriters of the salesale of securities pursuant to such offering, transfer in which event the person or persons entitled to receive the disposition shares of Class Series A Shares Preferred Stock or Common Stock, as applicable, issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares this Note shall not be deemed to have occurred converted this Note until immediately prior to the closing of such sale, transfer or other dispositionsale of securities. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly In order for a holder of Designated Preferred Stock to convert such Designated Preferred Stock into New Common Stock, such holder shall surrender the certificate or certificates for such Designated Preferred Stock, at the office of the transfer agent for the Designated Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of shares of the Designated Preferred Stock represented by such certificate or certificates. Such notice shall state such holder's name in which such holder wishes the certificate or certificates for New Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his or its attorney duly authorized in writing. The date of receipt of such certificates and notice by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) shall be the conversion date ("Conversion Date"), and the New Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Date (and in any event within three (3) Business Days)Date, the Corporation shall (A) issue and deliver at such office to such holder of Designated Preferred Stock, a certificate or certificates for the number of Class A Shares shares of New Common Stock to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder entitled, together with cash in lieu of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance fraction of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holdershare. (ii) From The Corporation shall at all times when Designated Preferred Stock shall be outstanding, reserve and after keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Designated Preferred Stock, such number of shares of its duly authorized New Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Designated Preferred Stock. (iii) Upon any such conversion, no adjustment to the Series A Conversion Date, Price or Series B Conversion Price shall be made for any declared but unpaid dividends on the Convertible Preference Shares to be converted Designated Preferred Stock surrendered for conversion or on such Conversion Date will the New Common Stock delivered upon conversion. (iv) All Designated Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding, outstanding and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in including the event that a Convertible Preference Share is not convertedrights, such Convertible Preference Share will remain outstanding if any, to receive notices and will be entitled to all vote, shall immediately cease and terminate on the Conversion Date, except only the right of the rights as provided hereinholders thereof to receive New Common Stock in exchange therefor and payment of any dividends declared but unpaid thereon. Any Designated Preferred Stock so converted shall be retired and cancelled and shall not be reissued. (iiiv) If the conversion is The Corporation shall pay any and all issue and other similar taxes that may be payable in connection with respect of any sale, transfer issuance or other disposition delivery of the Class A Shares issuable New Common Stock upon conversion of the Convertible Preference SharesDesignated Preferred Stock pursuant to this Section 4. The Corporation shall not, the conversion mayhowever, at the option be required to pay any tax which may be payable in respect of any holder tendering any Convertible Preference Share for conversion, be conditioned upon transfer involved in the closing issuance and delivery of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or New Common Stock in a name other acquirer in such sale, transfer or disposition, than that in which event the Designated Preferred Stock so converted were registered, and no such conversion of issuance or delivery shall be made unless and until the person or entity requesting such Convertible Preference Shares shall not be deemed to have occurred until immediately prior issuance has paid to the closing Corporation the amount of any such saletax or has established, transfer or other disposition. (iv) All Class A Shares issued upon conversion to the satisfaction of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessablethat such tax bas been paid.

Mechanics of Conversion. i. In the event of an optional conversion pursuant to Section B.3.a of this Article IV, before any holder of Class B Common Stock shall be entitled voluntarily to convert the same into shares of Class A Common Stock, such holder shall surrender the certificate or certificates therefor (i) Promptly after the Conversion Date (and in any event within three (3) Business Daysif any), duly endorsed, at the office of the Corporation or any transfer agent for the Class B Common Stock, and shall (A) issue and deliver give written notice to the Corporation at such office that such holder elects to convert the same and shall state therein the number of shares of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are B Common Stock being converted into Class A Sharesconverted. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the certificate or certificates representing the shares of Class B Common Stock to be converted, or, if the shares are uncertificated, immediately prior to the close of business on the date that the holder delivers notice of such conversion to the Corporation’s transfer agent, and the person entitled to receive the shares of Class A Shares Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any Common Stock on such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderdate. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) . If the conversion is in connection with any salethe automatic conversion provisions set forth in Section B.3.b or Section B.3.c of this Article IV, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior been made (i) in the case of Section B.3.b of this Article IV, at the Class B Mandatory Conversion Time, and (ii) in the case of Section B.3.c of this Article IV, on the applicable date of Transfer, and the persons entitled to receive shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the closing record holders of such sale, transfer or other disposition. (iv) All shares of Class A Shares issued upon conversion Common Stock as of the Convertible Preference applicable date, and, until presented for transfer, certificates (if any) previously evidencing shares of Class B Common Stock shall represent the number of shares of Class A Common Stock into which such shares were automatically converted. Shares willof Class B Common Stock converted pursuant to Section B.3.a, upon issuance by Section B.3.b or Section B.3.c of this Article IV shall be automatically retired and cancelled and may not be reissued, and the Corporation, Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be duly and validly issued, fully paid and nonassessablenecessary to reduce the authorized number of shares of Class B Common Stock accordingly.

Mechanics of Conversion. Within two (i2) Promptly after Trading Days of the Conversion Date Date, if the shares of Series A Preferred Stock are held in book entry form, or upon such Holder’s surrender of certificated shares of Series A Preferred Stock (or, if such registered Holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and in an indemnity or security reasonably acceptable to the Corporation or its transfer agent to indemnify the Corporation or its transfer agent against any event within three (3) Business Daysclaim that may be made against the Corporation or its transfer agent on account of the alleged loss, theft or destruction of such certificate), the Corporation shall (A) issue and deliver deliver, or cause to such holder be delivered, to each Holder the number of Class Conversion Shares issuable upon conversion of such Holder’s Series A Shares Preferred Stock; provided that, any failure by the Holder to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holderreturn certificated shares of Series A Preferred Stock, to the extent of funds legally available thereforif any, all declared and unpaid Participating Dividends will have no effect on the Convertible Preference Shares that are being converted into Class A Shares. Such mandatory conversion pursuant to Section 6(a), which conversion will be deemed to have been made occur on the Conversion Date, and the person entitled to receive the Class A . The Conversion Shares issuable upon such conversion hereunder shall be treated for all purposes as transmitted by the record holder Corporation’s transfer agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with Depository Trust Company (“DTC”) through its Deposit or Withdrawal at Custodian system (DWAC) if the Corporation is then a participant in such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be convertedsystem, a new certificate or shall otherwise be issued representing in book entry form by the unconverted shares without cost to Corporation’s transfer agent; provided that, if requested by a Holder, the holder thereof, except for any documentary, stamp or similar Corporation shall issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued a physical certificate registered in a name other than the name of the converting holderHolder or its designee in lieu of issuance in book entry form. The Corporation shall pay agrees to maintain a transfer agent that is a participant in the DTC’s FAST program so long as any documentaryshares of Series A Preferred Stock remain outstanding. All rights with respect to the Series A Preferred Stock converted pursuant to Section 6(a), stamp or similar issue or transfer tax due on including the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted rights, if any, to receive notices and vote (other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares Common Stock), will terminate at the Conversion Date (notwithstanding the failure of the Holder or Holders to surrender the certificates, if any, at or prior to such time), except only for the right rights of the Holders to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided hereinConversion Shares. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. The conversion of Preferred Stock shall be conducted in the following manner: i. Holder’s Delivery Requirements. To convert Preferred Stock into shares of Common Stock on any date, the Holder shall transmit by facsimile (i) Promptly after the Conversion Date (and in any event within three (3) Business Daysor otherwise deliver), for receipt on or prior to 11:59 p.m., New York City Time, on such date, a copy of a properly completed notice of conversion executed by the registered Holder of the Preferred Stock subject to such conversion in the form attached hereto as Annex A (the “Notice of Conversion”) to the Corporation and the Transfer Agent. Each Notice of Conversion shall (A) issue and deliver to such holder specify the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent shares of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are Preferred Stock to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile such Notice of Conversion to the Corporation (such date, the “Conversion Date”). If no Conversion Date is specified in a new certificate Notice of Conversion, the Conversion Date shall be issued the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the unconverted shares without cost of Preferred Stock to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to unless all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition shares of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or dispositionPreferred Stock represented thereby are so converted, in which event case such conversion Holder shall deliver the certificate representing such shares of such Convertible Preference Preferred Stock promptly following the Conversion Date at issue. Shares of Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other dispositionreissued. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) Promptly after the Conversion Date (and in any event within three (3) Business Days), the Corporation shall (A) issue and deliver to such holder a certificate or certificates for the number of shares of Class A Shares Common Stock or Class C Common Stock to which such holder is shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares as aforesaid, and (Bii) pay to such holder, cash or a check payable to the extent holder of funds legally available therefor, all declared and unpaid Participating Dividends on such Series B Preferred Stock in the Convertible Preference Shares that are being converted amount of any cash amounts payable as the result of a conversion into fractional shares of Class A SharesCommon Stock or Class C Common Stock. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Shares Common Stock or Class C Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp Common Stock or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due C Common Stock on the issue date of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) . If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, a Qualified Offering the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, shall be conditioned upon the closing with the underwriter of the sale, transfer or the disposition sale of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in securities pursuant to such sale, transfer or dispositionoffering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of such Convertible Preference Shares the Series B Preferred Stock shall not be deemed to have occurred converted such Series B Preferred Stock, until immediately prior to upon the closing of such sale, transfer or other dispositionsale of securities. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. The holder of any shares of Preferred Stock may exercise the conversion right specified in subsection (ia) Promptly after above by surrendering to the Corporation or any transfer agent of the Corporation the certificate or certificates for the share to be converted, accompanied by written notice specifying the number of shares to be converted. Upon the occurrence of the event specified in subsection (b) above, the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided that the Corporation shall not be obligated to issue to any such holder certificates evidencing the shares of Common Stock issuable upon such conversion unless certificates evidencing the shares of Preferred Stock are either delivered to the Corporation or any transfer agent of the Corporation. Conversion Date shall be deemed to have been effected on the date when delivery of notice of an election to convert and certificates for shares is made or on the date of the occurrence of the event specified in subsection (b) above, as the case may be, and such date is referred to herein as the “Conversion Date.” Subject to the provisions of subsection(f)(vii) below, as promptly as practicable thereafter (and after surrender of the certificate or certificates representing shares of Preferred Stock to the Corporation or any transfer agent of the Corporation in any event within three the case of conversions pursuant to subsection (3b) Business Daysabove), the Corporation shall (A) issue and deliver to or upon the written order of such holder the number a certificate or check or cash with respect to any fractional interest in a share of Class A Shares to which such holder is entitled Common Stock as provided in exchange for the certificates formerly representing Convertible Preference Shares and subsection (Be) pay to such holder, below. Subject to the extent provisions of funds legally available thereforsubsection (f)(vii) below, all declared and unpaid Participating Dividends on the Convertible Preference Shares that person in whose name the certificate or certificates for Common Stock are being converted into Class A Shares. Such conversion will to be issued shall be deemed to have been made become a holder of record of such Common Stock on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such applicable Conversion Date. In Upon conversion of only a portion of the number of shares covered by a certificate representing shares of Preferred Stock surrendered for conversion (in the case fewer than all of conversion pursuant to subsection (a) above), the shares represented by any such Corporation shall issue and deliver to or upon the written order of the holder of the certificate are to be convertedso surrendered for conversion, at the expense of the Corporation, a new certificate shall be issued covering the number of shares of Preferred Stock representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name portion of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderso surrendered. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after the Conversion Date (and in any event within three (3) Business Days), Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (the “Notice of Conversion”). Each Notice of Conversion shall (A) issue and deliver to such holder specify the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent shares of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are Preferred Stock to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile such Notice of Conversion to the Corporation (such date, the “Conversion Date”). If no Conversion Date is specified in a new certificate Notice of Conversion, the Conversion Date shall be issued the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion from be required. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the unconverted shares without cost of Preferred Stock to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name Corporation unless all of the converting holdershares of Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Preferred Stock promptly following the Conversion Date at issue. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and As soon as practicable after the Conversion Date, the Convertible Preference Shares Corporation shall issue and deliver to be converted such Holder, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable on such Conversion Date will no longer be deemed to be outstanding, and all rights of conversion in accordance with the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversionprovisions hereof, together with cash as provided in Section 7(d) in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion (if applicable) and the right to receive payment of any declared but unpaid dividends on the shares of Preferred Stock converted. Such converted Preferred Stock shall be retired and unpaid Participating Dividends thereon) shall cease cancelled and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is may not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights reissued as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion shares of such Convertible Preference Shares shall not series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be deemed necessary to have occurred until immediately prior to reduce the closing authorized number of such sale, transfer or other dispositionshares of its preferred stock accordingly. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the Conversion Date (and in any event within three (3) Business Days)holder would otherwise be entitled, the Corporation shall (A) pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Series B Preferred, a certificate or certificates for the number of Class A Shares shares of Common to which such holder is he shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares as aforesaid and (B) pay to such holder, a check payable to the extent holder in the aggregate amount of funds legally available therefor, all declared and unpaid Participating Dividends on any cash amounts payable as the Convertible Preference Shares that are being converted result of a conversion into Class A Sharesfractional shares of Common. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the shares of Series B Preferred to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the Class A Shares shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares shares of Common on such Conversion Datedate. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If Upon the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversionoutstanding shares of Series B Preferred into Common pursuant to this Section 5, be conditioned upon all such shares of Series B Preferred shall resume the closing status of the sale, transfer or the disposition authorized but unissued shares of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other dispositionSeries B Preferred. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after Upon the occurrence of the Conversion Date (Date, the certificates of Class C Common Stock and Class D Common Stock shall represent the right to receive the shares of Class A Common Stock issuable upon the conversion of such Stock. Class C Common Stockholders and Class D Common Stockholders shall surrender the certificates representing such shares at the office of the Corporation or any transfer agent for such Stock. Thereupon, there shall be issued and delivered to such Stockholders promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Class A Common Stock into which the shares of Class C Common Stock or Class D Common Stock surrendered were convertible on the Conversion Date. The Corporation shall not be obligated to issue certificates evidencing the shares of Class A Common Stock issuable upon such conversion unless the certificates evidencing such shares of Class C Common Stock or Class D Common Stock are either delivered to the Corporation or its transfer agent, or the Stockholder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any event within three loss incurred by it in connection with such certificates. (3ii) Business DaysBefore any Class B Common Stockholder or Class C Common Stockholder shall be entitled to convert any shares of Class B Common Stock or Class C Common Stock, respectively, held by such Stockholder into shares of Class A Common Stock pursuant to Section 5(c) or Section 5(b), such Stockholder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for such stock, and shall (A) give written notice to 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 Class A Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder Stockholder, or to the nominee or nominees of such Stockholder, a certificate or certificates for the number of shares of Class A Shares Common Stock to which such holder is Stockholder shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Sharesas aforesaid. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the shares of Class B Common Stock or Class C Common Stock to be converted, respectively, and the person or persons entitled to receive the shares of Class A Shares Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof Common Stock as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other dispositiondate. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. The holder of any shares of Preferred Stock may exercise the conversion right specified in subsection (ia) Promptly after above by surrendering to the Corporation or any transfer agent of the Corporation the certificate or certificates for the share to be converted, accompanied by written notice specifying the number of shares to be converted. Upon the occurrence of the event specified in subsection (b) above, the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided that the Corporation shall not be obligated to issue to any such holder certificates evidencing the shares of Common Stock issuable upon such conversion unless certificates evidencing the shares of Preferred Stock are either delivered to the Corporation or any transfer agent of the Corporation. Conversion Date shall be deemed to have been effected on the date when delivery of notice of an election to convert and certificates for shares is made or on the date of the occurrence of the event specified in subsection (b) above, as the case may be, and such date is referred to herein as the “Conversion Date.” Subject to the provisions of subsection (f)(vii) below, as promptly as practicable thereafter (and after surrender of the certificate or certificates representing shares of Preferred Stock to the Corporation or any transfer agent of the Corporation in any event within three the case of conversions pursuant to subsection (3b) Business Daysabove), the Corporation shall (A) issue and deliver to or upon the written order of such holder the number a certificate or check or cash with respect to any fractional interest in a share of Class A Shares to which such holder is entitled Common Stock as provided in exchange for the certificates formerly representing Convertible Preference Shares and subsection (Be) pay to such holder, below. Subject to the extent provisions of funds legally available thereforsubsection (f)(vii) below, all declared and unpaid Participating Dividends on the Convertible Preference Shares that person in whose name the certificate or certificates for Common Stock are being converted into Class A Shares. Such conversion will to be issued shall be deemed to have been made become a holder of record of such Common Stock on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such applicable Conversion Date. In Upon conversion of only a portion of the number of shares covered by a certificate representing shares of Preferred Stock surrendered for conversion (in the case fewer than all of conversion pursuant to subsection (a) above), the shares represented by any such Corporation shall issue and deliver to or upon the written order of the holder of the certificate are to be convertedso surrendered for conversion, at the expense of the Corporation, a new certificate shall be issued covering the number of shares of Preferred Stock representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name portion of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderso surrendered. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (iBefore any holder of Class B Common Stock shall be entitled to convert voluntarily some or all shares of such holder’s Class B Common Stock into shares of Class A Common Stock pursuant to Section 2.3(e)(i) Promptly after the Conversion Date (and in any event within three (3) Business Days)of this Article 2, the Corporation shall (A) issue and deliver to such holder shall give signed written notice (the “Conversion Notice”) to the Secretary at the office of this corporation that such holder elects to convert the same, shall state therein the number of shares to be converted into shares of Class A Shares Common Stock, and shall surrender the certificate or certificates evidencing the shares of Class B Common Stock of which all or a portion are to be converted, at the office of this corporation (and accompanied by all transfer taxes (or proof of payment thereof), if any); provided, however, that if the certificate or certificates evidencing the shares to be converted have been lost, stolen, or destroyed, the holder may, in lieu of delivering such certificate or certificates, notify the Secretary that such certificate or certificates have been lost, stolen, or destroyed and execute and deliver an agreement satisfactory to this corporation (the “lost certificate agreement”) to indemnify this corporation from any loss incurred by it in connection with such certificate or certificates. If requested by such holder, this corporation shall, as soon as practicable thereafter, provide for the issuance and delivery to such holder, at the address for delivery indicated in the Conversion Notice, of a certificate or certificates for the number of shares of Class A Common Stock into which such holder has elected to convert the applicable shares of Class B Common Stock and to which such holder is shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Sharesas aforesaid. Such conversion will shall be deemed to have been made immediately before the close of business on the later of (A) the date of receipt by the Secretary of the Conversion Notice and (B) the date of either (i) the surrender to the Secretary of the certificate or certificates evidencing the shares of Class B Common Stock to be converted or (ii) the delivery of the lost certificate agreement, as the case may be (the later of the dates under clause (A) or clause (B), the “Voluntary Conversion Date”), and the person holder entitled to receive the shares of Class A Shares issuable Common Stock upon such conversion shall be treated for all purposes as the record holder of such shares of Class A Shares Common Stock on such Voluntary Conversion Date. In case fewer than all Notwithstanding anything to the contrary in this Section 2.3, upon the written agreement of the holders of a majority of the outstanding shares of Class B Common Stock and the corporation, this corporation may amend the procedures, or adopt other procedures, governing the voluntary conversion of the Class B Common Stock. Notwithstanding anything to the contrary in this Section 2.3, automatic conversion of the shares represented by any such certificate are of Class B Common Stock pursuant to be converted, a new certificate Section 2.3(e)(ii) or Section 2.3(e)(iii) of this Article 2 shall be issued representing effective without any further action on the unconverted shares without cost to part of the holder thereof, except for any documentary, stamp of such shares and shall be effective whether or similar issue or transfer tax due because any not the certificates for such shares are surrendered to this corporation. Upon any conversion of shares of Class B Common Stock to Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentaryCommon Stock, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof (as a holder of Convertible Preference Shares (except the right immediately prior to receive from the Corporation the such conversion) of such shares of Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) B Common Stock shall cease and terminate with respect to such shares; providedthe person, that in the event that a Convertible Preference Share is not convertedpersons, such Convertible Preference Share will remain outstanding and will be entity or entities entitled to all of receive the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition shares of Class A Shares issuable Common Stock upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion shall be treated for all purposes as having become the record holder or record holders of such Convertible Preference shares of Class A Common Stock. Shares of Class B Common Stock that are converted into shares of Class A Common Stock as provided in this Section 2.3(e) shall be retired and may not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other dispositionreissued. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after Before any Holder of Class B Preferred Stock shall be entitled to convert the same into shares of Common Stock pursuant to Section 6(a) hereof, such Holder shall give written notice to the Corporation at its principal corporate office of the election to convert shares of Class B Preferred Stock, the number of shares of Class B Preferred Stock to be converted, the number of shares of Class B Preferred Stock owned subsequent to the conversion at issue, and the name or names in which the certificate or certificates for shares of Common Stock are to be issued (each, a “Notice of Conversion”). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Class B Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Class B Preferred Stock to the Corporation unless all of the shares of Class B Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Class B Preferred Stock promptly following the Conversion Date at issue. (ii) Shares of Class B Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued. The Corporation shall, as soon as practicable after delivery of the Notice of Conversion, and as soon as practicable after delivery of the certificate(s) evidencing the Class B Preferred Stock, and in any event within three (3) Business DaysDays thereafter (the “Share Delivery Date”), the Corporation shall (A) issue and deliver or cause to be delivered to such holder Holder or Holders of Class B Preferred Stock, or to the nominee or nominees thereof, a certificate or certificates representing the number of Class A Shares validly issued, fully paid and non-assessable shares of Common Stock to which such holder is Holder or Holders shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Sharesas aforesaid. Such conversion will Conversion under this Section 6 shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of delivery of the Notice of Conversion, unless a later date is specified in the Notice of Conversion, and the person Person or Persons entitled to receive the Class A Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares on shares of Common Stock as of such date (such date, the “Conversion Date”). In If, in the case fewer than all the shares represented by of any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name conversion of the converting holder. The Corporation shall pay any documentaryClass B Preferred Stock pursuant to Section 6, stamp such shares of Common Stock are not delivered to or similar issue or transfer tax due on as directed by the issue of Class A Shares upon conversion or due upon applicable Holder by the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Share Delivery Date, the Convertible Preference Shares Holder shall be entitled to be converted elect by written notice to the Corporation at any time on or before its receipt of such Conversion Date will no longer be deemed shares of Common Stock, to be outstandingrescind such conversion, in which event the Corporation shall promptly return to the Holder any original Class B Preferred Stock certificate delivered to the Corporation and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right Holder shall promptly return to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect shares of Common Stock issued to such shares; provided, that in Holder pursuant to the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided hereinrescinded conversion. (iii) If the conversion is in connection with any sale, transfer or other disposition The Holder of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option B Preferred Stock will be given prior written notice of any holder tendering any Convertible Preference Share for conversion, Change of Control Event such that a Notice of Conversion can be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately delivered prior to the closing any such Change of such sale, transfer or other dispositionControl Event. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly Not later than three (3) Trading Days after any Conversion Date, Maker or its designated transfer agent, as applicable, shall issue and deliver to the Holder, a certificate registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled, within three Trading Days after the Conversion Date (and the “Delivery Date”). If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the Holder by the Delivery Date, the Holder shall be entitled by written notice to Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event within three Maker shall immediately return the Note tendered for conversion (3) Business Daysif applicable), and whereupon the Corporation Maker and the Holder shall (A) issue and deliver each be restored to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, their respective positions immediately prior to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder delivery of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name notice of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderrevocation. (ii) From and after The Maker understands that a delay in the Conversion delivery of the shares of Common Stock upon conversion of this Note beyond the Delivery Date could result in economic loss to the Holder. If Maker fails to deliver to the Holder such certificates by the Delivery Date, the Convertible Preference Shares Maker shall pay to the Holder, in cash, an amount per Trading Day for each Trading Day until such certificates are delivered, together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of: (A) (i) 1% of the aggregate amount of the Note requested to be converted on such Conversion for the first five (5) Trading Days after the Delivery Date will no longer be deemed and (ii) 2% of the aggregate amount of the Note requested to be outstanding, converted for each Trading Day thereafter; and all rights of the holder thereof (B) $1,000 per day (which amount shall be paid as liquidated damages and not as a holder penalty). Nothing herein shall limit the Holder’s right to pursue actual damages for Maker’s failure to deliver certificates representing shares of Convertible Preference Shares (except Common Stock upon conversion within the period specified herein and the Holder shall have the right to receive from pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the Corporation contrary contained herein, the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) Holder shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of withdraw a Conversion Notice, and upon such withdrawal the rights as provided hereinMaker shall only be obligated to pay the liquidated damages accrued through the date the Conversion Notice is withdrawn. (iii) If In addition to any other rights available to the conversion is in connection with any saleHolder, if Maker fails to cause its transfer agent to transmit to the Holder a certificate or other disposition certificates representing the shares of the Class A Shares Common Stock issuable upon conversion of this Note on or before the Convertible Preference SharesDelivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon conversion of this Note which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Maker shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Common Stock issuable upon conversion of this Note that Maker was required to deliver to the Holder in connection with the conversion mayat issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of any holder tendering any Convertible Preference Share for conversionthe Holder, be conditioned upon either reinstate the closing portion of the saleNote and equivalent number of shares of Common Stock for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had Maker timely complied with its conversion and delivery obligations hereunder. For example, transfer if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Maker shall be required to pay the Holder $1,000. The Holder shall provide the Maker written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Maker. Nothing herein shall limit a Xxxxxx’s right to pursue any other remedies available to it hereunder, at law or the disposition in equity including, without limitation, a decree of Class A Shares issuable specific performance and/or injunctive relief with respect to Maker’s failure to timely deliver certificates representing shares of Common Stock upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior this Note as required pursuant to the closing of such sale, transfer or other dispositionterms hereof. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after Before any Holder of Series F Preferred Stock shall be entitled to convert the same into shares of Common Stock pursuant to Section 6(a) hereof, such Holder shall give written notice to the Corporation at its principal corporate office of the election to convert shares of Series F Preferred Stock, the number of shares of Series F Preferred Stock to be converted, the number of shares of Series F Preferred Stock owned subsequent to the conversion at issue, and the name or names in which the certificate or certificates for shares of Common Stock are to be issued (each, a “Notice of Conversion”). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Series F Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Series F Preferred Stock to the Corporation unless all of the shares of Series F Preferred Stock represented thereby are so converted in which event the Holder shall surrender the certificate(s) promptly following the Conversion Date at issue. (ii) Shares of Series F Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued. The Corporation shall, as soon as practicable after delivery of the Notice of Conversion, in any event the case of a conversion pursuant to Section 6(a) hereof, and as soon as practicable after delivery of the certificate(s) evidencing the Series F Preferred Stock, within three (3) Business DaysDays thereafter (the “Share Delivery Date”), issue and deliver or cause to be delivered to such Holder or Holders, or to the nominee or nominees thereof, a certificate or certificates representing the number of validly issued, fully paid and non-assessable shares of Common Stock to which such Holder or Holders shall be entitled as aforesaid. In lieu of delivery of certificates, the Corporation may instruct its stock transfer agent to issue certificates in book entry form. Conversion under this Section 6 shall (A) issue and deliver to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made immediately prior to the close of business on the Conversion Datedate of delivery of the Notice of Conversion, unless a later date is specified in the Notice of Conversion, and the person Person or Persons entitled to receive the Class A Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares on shares of Common Stock as of such date (such date, the “Conversion Date”). In If, in the case fewer than all the shares represented by of any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name conversion of the converting holder. The Corporation shall pay any documentarySeries F Preferred Stock pursuant to this Section 6, stamp such shares of Common Stock are not delivered to or similar issue or transfer tax due on as directed by the issue of Class A Shares upon conversion or due upon applicable Holder by the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Share Delivery Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) Holder shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all elect by written notice to the Corporation at any time on or before its receipt of the rights as provided herein. (iii) If the conversion is in connection with any salesuch shares of Common Stock, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for to rescind such conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares the Corporation shall not be deemed to have occurred until immediately prior promptly return to the closing Holder any original Series F Preferred Stock certificate delivered to the Corporation and the Holder shall promptly return to the Corporation the shares of Common Stock issued to such sale, transfer or other disposition. (iv) All Class A Shares issued Holder pursuant to the rescinded conversion. The Corporation’s obligation to issue and deliver the shares of Common Stock upon conversion of Series F Preferred Stock in accordance with the Convertible Preference Shares willterms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection with the issuance of such shares of Common Stock. In the event a Holder shall elect to convert any or all of the Stated Value of its Series F Preferred Stock, the Corporation may not refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and/or enjoining conversion of all or part of the Series F Preferred Stock of such Holder shall have been sought and obtained, and the Corporation posts a surety bond for the benefit of such Holder in the amount of 150% of the Stated Value of Series F Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of such injunction, the Corporation shall issue shares of Common Stock and, if applicable, cash, upon issuance a properly noticed conversion. If the Corporation fails to deliver to a Holder such shares of Common Stock pursuant to this Section 6 by the Share Delivery Date applicable to such conversion, the Corporation shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $5,000 of Stated Value of Series F Preferred Stock being converted, $50 per Business Day (increasing to $100 per Business Day on the third Business Day and increasing to $200 per Business Day on the sixth Business Day after such damages begin to accrue) for each Business Day after the Share Delivery Date until such Shares of Common Stock are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages for the Corporation’s failure to deliver shares of Common Stock within the period specified herein and such Holder shall have the right to pursue all remedies available to it hereunder, be duly and validly issuedat law or in equity including, fully paid and nonassessablewithout limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Mechanics of Conversion. (i) Promptly after Conversion of Preference Shares to Ordinary Class Shares. No fractional Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares shall be issued upon conversion of the Conversion Date (and in Preference Shares. In lieu of any event within three (3) Business Days)fractional shares to which the holder would otherwise be entitled, the Corporation Company shall (A) pay cash equal to such fraction multiplied by the then effective Conversion Price. Before any holder of Preference Shares shall be entitled to convert the same into full Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares, it shall surrender the certificate or certificates therefor, if any, at the office of the Company or of any transfer agent for the Preference Shares, and shall give written notice to the Company at such office that it elects to convert such number of Preference Shares, as specified in such notice. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Preference Shares a certificate or certificates for the number of Class Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares to which it shall be entitled as aforesaid or, in lieu thereof, evidence that such holder is entitled number of Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares has been recorded in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to Register as held by such holder, and a check payable to the extent holder in the amount of funds legally available thereforany cash amounts payable as the result of a conversion into fractional Series A Ordinary Shares, all declared and unpaid Participating Dividends on the Convertible Preference Series B1 Ordinary Shares that are being converted into Class A or Series B2 Ordinary Shares. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the Preference Shares to be converted, and the person or persons entitled to receive the Class Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderdate. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (ia) Promptly In order to convert shares of Series B Preferred Stock into shares of Common Stock, the holder must surrender the certificates representing such shares of Series B Preferred Stock, accompanied by transfer instruments reasonably satisfactory to the Company, free of any adverse interest or liens at the office of the Company’s transfer agent (or at the principal office of the Company, if the Company serves as its own transfer agent), together with written notice that such holder elects to convert all or such number of shares represented by such certificates as specified therein. The date of receipt of such certificates, together with such notice, by the transfer agent or the Company will be the date of conversion (the “Conversion Date”). As soon as practicable after the Conversion Date Date, but in no event more than two (and in any event within three (32) Business Days)trading days after the Conversion Date, the Corporation Company shall (A) promptly issue and deliver (or cause to be delivered) to such holder a certificate (or evidence of book entry) for the number of Class A Shares shares of Common Stock to which such holder is entitled entitled, together with a check or cash for payment of fractional shares, if any, in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent shares of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A SharesSeries B Preferred Stock. Such conversion will be deemed to have been made on the Conversion Date, and the person Person entitled to receive the Class A Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares shares of Common Stock on such Conversion Date. In case fewer than all the shares represented by any such certificate surrendered certificate(s) are to be converted, a new certificate or certificates shall be issued representing the unconverted shares of Series B Preferred Stock without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares shares of Common Stock or Convertible Preference Shares Series B Preferred Stock are issued in a name other than the name of the converting holder. The Corporation Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares Common Stock upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares shares of Series B Preferred Stock not converted other than any such tax due because Class A Shares shares of Common Stock or a certificate for Convertible Preference Shares shares of Series B Preferred Stock are issued in a name other than the name of the converting registered holder. (iib) The Company shall at all times reserve and keep available, free from any preemptive rights, out of its treasury or authorized but unissued shares of Common Stock (or a combination of both) for the purpose of effecting the conversion of the Series B Preferred Stock the highest number of shares of Common Stock deliverable upon the conversion of all outstanding Series B Preferred Stock (assuming for the purposes of this calculation that all outstanding shares of Series B Preferred Stock are held by one holder), and the Company shall take all actions to amend its Certificate of Incorporation to increase the authorized amount of Common Stock if necessary therefor. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. (c) From and after the Conversion Date, Dividends on the Convertible Preference Shares Series B Preferred Stock to be converted on such Conversion Date will cease to accrue; such shares of Series B Preferred Stock will no longer be deemed to be outstanding, ; and all rights of the holder thereof as a holder of Convertible Preference Shares Series B Preferred Stock in respect of the shares of Series B Preferred Stock to be converted (except the right to receive from the Corporation Company the Class A Shares Common Stock upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; providedprovided that, that in the event that a Convertible Preference Share share of Series B Preferred Stock is not convertedconverted due to a default by the Company or because the Company is otherwise unable to issue the requisite shares of Common Stock, such Convertible Preference Share share of Series B Preferred Stock will remain outstanding and will be entitled to all of the rights thereof as provided herein. (iiid) In the event that a share of Series B Preferred Stock is converted into Common Stock after the close of business on a record date for the Regular Dividends, in lieu of payment of such dividend on the Regular Dividend Payment Date related thereto, all or part of such dividend shall, at the option of the Company and subject to the first sentence of 5.3(f) below, be payable in share(s) of Common Stock equal to the amount of such dividend (or the amount of the portion thereof to be so paid in shares of Common Stock, if applicable) divided by the Conversion Price pursuant to this 5. (e) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion shares of the Convertible Preference SharesSeries B Preferred Stock, the conversion may, at the option of any holder tendering any Convertible Preference Share share of Series B Preferred Stock for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion shares of Convertible Preference Shares Series B Preferred Stock with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shares of Series B Preferred Stock shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (ivf) The Company shall comply with all federal and state laws, rules and regulations and applicable rules and regulations of the NYSE. If any shares of Common Stock to be reserved for the purpose of conversion of shares of Series B Preferred Stock require registration with or approval of any Person or Group under any federal or state law or the rules and regulations of the NYSE before such shares may be validly issued or delivered upon conversion, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. So long as any Common Stock into which the shares of Series B Preferred Stock are then convertible is then listed on the NYSE, the Company will list and keep listed on the NYSE, upon official notice of issuance, all shares of such Common Stock issuable upon conversion. (g) All Class A Shares shares of Common Stock which may be issued upon conversion of the Convertible Preference Shares shares of Series B Preferred Stock will, upon issuance by the CorporationCompany, be duly and validly issued, fully paid and nonassessablenon-assessable, not issued in violation of any preemptive rights arising under law or contract and free from all liens and charges with respect to the issuance thereof, and the Company shall take no action which will cause a contrary result.

Mechanics of Conversion. (i1) Promptly after In order to convert shares of Series A Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock into shares of Common Stock, the Conversion Date holder shall surrender the certificate or certificates for such shares of Series A Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock at the office of the transfer agent (and in any event within three (3) Business Daysor at the principal office of the Corporation if the Corporation serves as its own transfer agent), the Corporation shall (A) issue and deliver to together with written notice that such holder the elects to convert all or any number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are or certificates. Such notice shall state such holder's name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be convertedissued. If required by the Corporation, a new certificate certificates surrendered for conversion shall be issued representing the unconverted shares without cost endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder thereof, except for any documentary, stamp or similar issue his or its attorney duly authorized in writing. The date of receipt of such certificates and notice by the transfer tax due because any certificates for Class A Shares agent or Convertible Preference Shares are issued in a name other than the name of Corporation shall be the converting holderconversion date ("Conversion Date"). The Corporation shall pay any documentaryshall, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and as soon as practicable after the Conversion Date, issue and deliver at such office to such holder, or to his nominees, a certificate or certificates for the Convertible Preference Shares number of shares of Common Stock to which such holder shall be converted entitled, together with cash in lieu of any fraction of a share. (2) The Corporation shall at all times during which the Series A Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series A Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series A Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock into fully paid and nonassessable shares of Common Stock at the applicable Conversion Price. (3) No adjustment to the Conversion Price shall be made for any accrued and unpaid dividends on the Series A Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion (including without limitation any conversion pursuant to Section 5); the holder, by converting, waives his right to such Conversion Date will accrued but unpaid dividends. (4) All shares of Series A Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock, which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding, outstanding and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in including the event that a Convertible Preference Share is not convertedrights, such Convertible Preference Share will remain outstanding if any, to receive dividends, notices and will be entitled to all vote, shall immediately cease and terminate on the applicable Conversion Date, except only the right of the rights as provided hereinholders thereof to receive shares of Common Stock in exchange therefor. (iii5) If the conversion is in connection with any salean underwritten offer of securities registered pursuant to the Securities Act of 1933, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Sharesas amended, the conversion may, may at the option of any holder tendering any Convertible Preference Share Series A Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock for conversion, conversion be conditioned upon the closing with the underwriter of the sale, transfer or the disposition sale of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in securities pursuant to such sale, transfer or dispositionoffering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of such Convertible Preference Shares the Series A Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock shall not be deemed to have occurred converted such shares until immediately prior to the closing of such sale, transfer or other dispositionthe sale of securities. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of the Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair value of a share of Preferred Stock as determined in good faith by the Board of Directors of the Corporation. Before any holder of Preferred Stock shall be entitled to convert the same into full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock and shall give written notice to the Corporation at such office that he elects to convert the same. The Corporation shall, as soon as practicable thereafter (i) Promptly after the Conversion Date (and but in any event within three five (35) Business Daysbusiness days thereafter), the Corporation shall (A) issue and deliver at such office to such holder of Preferred Stock a certificate or certificates for the number of Class A Shares shares of Common Stock to which such holder is he shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares as aforesaid and (B) pay to such holder, a check payable to the extent holder in the amount of funds legally available therefor, all declared and unpaid Participating Dividends on any cash amounts payable as the Convertible Preference Shares that are being converted result of a conversion into Class A Sharesfractional shares of Common Stock. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the Class A Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares shares of Common Stock on such Conversion Datedate. In case fewer than all Upon the occurrence of any event specified in Section 4(b), but subject to Section 5(g), the outstanding shares represented by any such certificate are to be converted, a new certificate of Preferred Stock shall be issued converted into Common Stock automatically without the need for any further action by the holders of such shares and whether or not the certificates representing the unconverted such shares without cost are surrendered to the holder thereof, except for any documentary, stamp Corporation or similar issue or its transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such sharesagent; provided, however, that in the event that a Convertible Preference Share is Corporation shall not converted, be obligated to issue certificates evidencing the shares of Common Stock issuable upon such Convertible Preference Share will remain outstanding and will be entitled conversion unless the certificates evidencing such shares of Preferred Stock are either delivered to all of the rights Corporation or its transfer agent as provided herein. (iii) If below, or the conversion is holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other dispositioncertificates. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series F Preferred Stock may be converted into shares of Common Stock, at any time or times after (but not on or before) the six-month anniversary of the issuance date of such Series F Preferred Stock, at the option of Holder or the Corporation, by (i) Promptly if at the option of Holder, delivery of a written notice to the Corporation (the “Holder Conversion Notice”), of the Holder’s election to convert the Series F Preferred Stock, or (ii) if at the option of the Corporation, delivery of a written notice to Holder (the “Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation’s election to convert the Series F Preferred Stock. On the same Trading Day on which the Corporation has received the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after the Conversion Date (and in any event within three (3) Business Days)such time or on a non-Trading Day, the Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (Athe “Transfer Agent”) issue and deliver to shall authorize the credit by the Transfer Agent of such holder the aggregate number of Class A Conversion Shares to which such holder the Holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay pursuant to such holderConversion Notice to Holder’s or its designee’s balance account with The Depository Trust Corporation (DTC) Fast Automated Securities Transfer (FAST) Program, to through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the extent essence. b. No fractional shares of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate Common Stock are to be convertedissued upon conversion of Series F Preferred Stock, but rather the Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a new certificate full share upon the surrender of such scrip or warrants aggregating a full share. c. The Holder shall not be issued representing required to deliver the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any original certificates for Class A Shares or Convertible Preference Shares are issued the Series F Preferred Stock in order to effect a name other than the name of the converting holder. conversion hereunder. d. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate taxes which may be payable with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding issuance and will be entitled delivery of Conversion Shares to all of the rights as provided hereinHolder. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (a) Provided the Purchaser has notified the Company of the Purchaser’s intention to sell the Series A Preferred Shares and the Series A Preferred Shares are included in an effective registration statement or are otherwise exempt from registration when sold: (i) Promptly upon the conversion of the Series A Preferred or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel reasonably acceptable to the Purchaser following a request by the Purchaser) to assure that the Company’s transfer agent shall issue shares of the Company’s Common Stock in the name of the Purchaser (or its nominee) or such other persons as designated by the Purchaser in accordance with Section 9.1(b) hereof and in such denominations to be specified representing the number of Series A Preferred Shares issuable upon such conversion; and (ii) the Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s Common Stock and that after the Conversion Effectiveness Date (as defined in the Registration Rights Agreement) the Series A Preferred Shares issued will be freely transferable subject to the prospectus delivery requirements of the Securities Act and the provisions of this Agreement, and will not contain a legend restricting the resale or transferability of the Series A Preferred Shares. (b) Purchaser will give notice of its decision to exercise its right to convert the Series A Preferred or part thereof by telecopying or otherwise delivering an executed and completed notice of the number of shares to be converted to the Company (the “Notice of Conversion”). The Purchaser will not be required to surrender the Series A Preferred until the Purchaser receives a credit to the account of the Purchaser’s prime broker through the DWAC system (as defined below), representing the Series A Preferred Shares or until the Series A Preferred has been fully satisfied. Each date on which a Notice of Conversion is telecopied or delivered to the Company in any event accordance with the provisions hereof shall be deemed a “Conversion Date.” Pursuant to the terms of the Notice of Conversion, the Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) business day of the date of the delivery to the Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days), business days after receipt by the Corporation shall (A) issue and deliver to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name Company of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on Notice of Conversion (the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder“Delivery Date”). (iic) From and after The Company understands that a delay in the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights delivery of the holder thereof as a holder of Convertible Preference Series A Preferred Shares (except in the right form required pursuant to receive from Section 9 hereof beyond the Corporation Delivery Date could result in economic loss to the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in Purchaser. In the event that a Convertible Preference Share is the Company fails to direct its transfer agent to deliver the Series A Preferred Shares to the Purchaser via the DWAC system within the time frame set forth in Section 9.1(b) above and the Series A Preferred Shares are not converteddelivered to the Purchaser by the Delivery Date, as compensation to the Purchaser for such Convertible Preference Share will remain outstanding and will be entitled loss, the Company agrees to all pay late payments to the Purchaser for late issuance of the rights as provided herein. (iii) If Series A Preferred Shares in the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable form required pursuant to Section 9 hereof upon conversion of the Convertible Preference SharesSeries A Preferred Shares in the amount equal to the greater of: (i) $500 per business day after the Delivery Date; or (ii) the Purchaser’s actual damages from such delayed delivery. Notwithstanding the foregoing, the conversion mayCompany will not owe the Purchaser any late payments if the delay in the delivery of the Series A Preferred Shares beyond the Delivery Date is solely out of the control of the Company and the Company is actively trying to cure the cause of the delay. The Company shall pay any payments incurred under this Section in immediately available funds upon demand and, at in the option case of any holder tendering any Convertible Preference Share for actual damages, accompanied by reasonable documentation of the amount of such damages. Such documentation shall show the number of shares of Common Stock the Purchaser is forced to purchase (in an open market transaction) which the Purchaser anticipated receiving upon such conversion, and shall be conditioned upon calculated as the closing amount by which (A) the Purchaser’s total purchase price (including customary brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the saleSeries A Preferred, transfer for which such Conversion Notice was not timely honored. Nothing contained herein or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee in any document referred to herein or other acquirer delivered in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares connection herewith shall not be deemed to have occurred until immediately prior establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum amount permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to a Purchaser and thus refunded to the closing of such sale, transfer or other dispositionCompany. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after The number of Underlying Shares issuable upon any conversion of shares of Series B Preferred Stock hereunder shall equal the Stated Value of such shares of Series B Preferred Stock to be converted divided by the Conversion Date Price on the Conversion Date. Upon conversion of any shares of Series B Preferred Stock, the Corporation shall promptly (and but in any no event within later than three (3) Business Days)Trading Days after the Conversion Date) issue or cause to be issued and cause to be delivered to the Holder, or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the Underlying Shares issuable upon such conversion, free of restrictive legends unless such Underlying Shares are still required to bear a restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If the shares are then not required to bear a restrictive legend, the Corporation shall, upon request of the Holder, deliver Underlying Shares hereunder electronically through The Depository Trust Corporation or another established clearing corporation performing similar functions, and shall credit the number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission System. A Holder shall deliver the original certificate(s) evidencing the Series B Preferred Stock being converted (or an affidavit of lost certificate and any indemnity or bond required by the Corporation’s transfer agent) together with a duly completed Conversion Notice in proper form in order to effect a conversion of such Series B Preferred Stock. Upon surrender of a certificate following one or more partial conversions, the Corporation shall (A) promptly deliver to the Holder a new certificate representing the remaining shares of Series B Preferred Stock. The Corporation’s obligations to issue and deliver to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Underlying Shares upon conversion of Series B Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or due upon inaction by any Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by any Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by any Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to any Holder in connection with the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderUnderlying Shares. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the Conversion Date (and in any event within three (3) Business Days)holder would otherwise be entitled, the Corporation shall (A) pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Stock shall be entitled to convert the same into full shares of Common Stock, and to receive certificates therefor, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Corporation at such office that he elects to convert the same; provided , however , that on the date of an Automatic Conversion Event, the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided further , however, that the Corporation shall not be obligated to issue [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Fluidigm Corporation certificates evidencing the shares of Common Stock issuable upon such Automatic Conversion Event unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Preferred Stock, a certificate or certificates for the number of Class A Shares shares of Common Stock to which such holder is he shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares as aforesaid and (B) pay to such holder, a check payable to the extent holder in the amount of funds legally available thereforany cash amounts payable as the result of a conversion into fractional shares of Common Stock, all plus any declared and unpaid Participating Dividends dividends on the Convertible Preference Shares that are being converted into Class A SharesPreferred Stock. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the Class A Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares shares of Common Stock on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such sharesdate; provided, however , that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If if the conversion is in connection with any sale, transfer or other disposition an underwritten offer of securities registered pursuant to the Class A Shares issuable upon conversion of the Convertible Preference Shares, Securities Act the conversion may, at the option of any holder tendering any Convertible Preference Share Preferred Stock for conversion, be conditioned upon the closing of the sale, transfer or the disposition sale of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in securities pursuant to such sale, transfer or dispositionoffering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of such Convertible Preference Shares the Preferred Stock shall not be deemed to have occurred converted such Preferred Stock until immediately prior to the closing of the sale of such sale, transfer or other dispositionsecurities. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after the Conversion Date No fractional shares of Common Stock shall be issued upon conversion of any Note. In lieu of any fractional shares of Common Stock (and in or other property) to which a Holder would otherwise be entitled upon conversion of any event within three Note (3) Business Daysor specified portion thereof), the Corporation Company shall pay such Holder cash equal to such fraction multiplied by the Current Market Price per share of Common Stock on the day of conversion. (ii) Before any Holder of a Note shall be entitled to convert such Note into Common Stock, such Holder shall surrender such Note, duly endorsed in blank, to the Company at the principal executive office of the Company (or any transfer agent designated by the Company), accompanied by written notice to the Company (a copy of which shall also be delivered to the Parent) stating therein (A) that such Holder elects to convert all or a - specified percentage (based on the Principal Amount and any accrued but unpaid interest thereon) of such Note into shares of Common Stock in accordance with this Agreement and (B) the name or names of the Person or - Persons which such Holder wishes the certificate or certificates evidencing the Common Stock to be issued. The Company's or Parent's delivery to the Holder (or its designee in the notice of conversion) of the number of shares of Common Stock (and cash in lieu of fractions thereof) into which a Note is convertible will be deemed to satisfy the Company's obligation to pay the Principal Amount of (and accrued but unpaid interest on) the Note. The Parent and the Company shall, as soon as practicable thereafter, (x) - issue and deliver to such holder Holder (or to his nominee or nominees) a certificate or certificates representing the number of Class A Shares shares of Common Stock to which such holder is Holder shall be entitled as aforesaid, (y) deliver to - such Holder (or to his nominee or nominees) cash in exchange for the certificates formerly representing Convertible Preference Shares lieu of any fractional share and (Bz), if less than the full Principal Amount (and accrued but - unpaid interest) pay to evidenced by such holdersurrendered Note is being converted, a new Note, duly executed and delivered by the Company, with a Principal Amount equal to the extent Principal Amount of funds legally available thereforthe Note surrendered for conversion, all declared plus any accrued but unpaid interest thereon, minus the portion of such Principal Amount (and accrued but unpaid Participating Dividends on interest) converted to shares Common Stock. A Note may be converted in part, but only if the Convertible Preference Shares that are being principal amount of such Note to be converted into Class A Shares. Such is any integral multiple of $1,000 and the principal amount of such Note to remain outstanding after such conversion will is equal to $1,000 or any integral multiple of $1,000 in excess thereof. (iii) Any conversion made under this Agreement shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of surrender of the Note to be converted, and at such time the rights of the Holders of such Notes shall cease, and the person Person or Persons entitled to receive the Class A Shares Common Stock issuable upon such conversion shall be treated for all purposes by the Parent as the record holder or holders of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof Common Stock as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other dispositiondate. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after Before any holder of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock shall be entitled to convert the Conversion Date (and in any event within three (3) Business Dayssame into shares of Common Stock pursuant to subsection 4.2.4(a), such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation or of any appointed transfer agent, and give written notice to this Corporation at its principal corporate office of such holder’s election to convert the same, and shall (A) 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 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of Class A Shares shares of Common Stock to which such holder is shall be entitled as aforesaid and shall promptly pay in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holdercash or, to the extent of sufficient funds are not then legally available therefor, all in Common Stock (at the Common Stock’s fair market value determined by the Board of Directors as of the date of such conversion), any declared and unpaid Participating Dividends dividends on the Convertible Preference Shares that are shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock being converted into Class A Sharesconverted. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock to be converted, and the person or persons entitled to receive the Class A Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares on shares of Common Stock as of such Conversion Datedate. In case fewer than all the event of an automatic conversion pursuant to subsection 4.2.4(b), the outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock shall be converted automatically without further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent, provided that the Corporation shall not be obligated to issue certificates evidencing the shares represented of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock are delivered to the Corporation or its transfer agent or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. Upon the occurrence of the automatic conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock, the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock shall surrender the certificates representing such shares at the office of the Corporation or any such certificate are to be convertedappointed transfer agent. Thereupon, a new certificate there shall be issued representing the unconverted shares without cost and delivered to the such holder thereofpromptly at such office and in its name as shown on such surrendered certificate or certificates, except for any documentary, stamp a certificate or similar issue or transfer tax due because any certificates for Class the number of shares of Common Stock into which the shares of Series A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentaryPreferred Stock, stamp or similar issue or transfer tax due Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock surrendered were convertible on the issue of Class A Shares upon date on which such automatic conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstandingoccurred, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) dividends shall cease and terminate be paid in accordance with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) provisions above. If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Sharesa Qualified Public Offering, the conversion may, at the option of any holder tendering any Convertible Preference Share Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale, transfer or the disposition sale of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in securities pursuant to such sale, transfer or dispositionoffering, in which event such the person or persons entitled to receive the Common Stock upon conversion of such Convertible Preference Shares Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock shall not be deemed to have occurred ‘converted such Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock until immediately prior to the closing of such sale, transfer or other dispositionsale of securities. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. Failure to Convert Any holder of Preferred Stock who wishes to exercise its Conversion Rights pursuant to paragraph (ia) Promptly of this Section 3, must surrender the certificate therefor at the principal executive office of the Corporation, and give written notice, which may be via facsimile transmission, to the Corporation at its principal executive office that it elects to convert the same (the "Conversion Notice"). No Conversion Notice with respect to any shares of Preferred Stock can be given prior to the time such shares of Preferred Stock are eligible for conversion in accordance with the provisions of Section 3(a) above. Any such premature Conversion Notice shall automatically be null and void. The Corporation shall, within five (5) business day after receipt of an appropriate and timely Conversion Notice (the "Conversion Date (and in any event within three (3) Business DaysDeadline"), the Corporation shall (A) issue and deliver to such holder of Preferred Stock a certificate for the number of Class A Shares shares of Common Stock to which such the holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Sharesshall be entitled. Such conversion will shall be deemed to have been made on only after both the certificate for the shares of Preferred Stock to be converted have been surrendered and the Conversion DateNotice is received by the Corporation (the "Conversion Documents"), and the person entitled to receive the Class A Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on shares of Common Stock at and after such time. In the event that the Conversion Notice is sent via facsimile transmission, the Corporation shall be deemed to have received such Conversion DateNotice on the first business day on which such facsimile Conversion Notice is actually received, provided that the necessary certificates are actually received by the Corporation within two (2) business days thereafter. In case fewer than all the event that the Corporation fails to deliver to holder any of the shares represented by any such certificate are of Common Stock entitled to be converted, delivered pursuant to a new certificate shall be issued representing the unconverted shares without cost conversion of Preferred Stock on or prior to the holder thereofConversion Deadline, except for any documentarythen in such event, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than addition to the name Corporation's obligation to deliver said shares of Common Stock, the converting holder. The Corporation shall also be obligated to pay any documentaryto holder, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and each business day after the Conversion Date, Deadline that it fails to deliver the Convertible Preference Shares shares of Common Stock underlying the Preferred Stock requested to be converted on such Conversion Date will no longer be deemed (the "Unconverted Preferred Stock"), a penalty, as liquidated damages, equal to be outstanding, and all rights one percent (1%) of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all face amount of the rights as provided herein. (iii) If the conversion is Unconverted Preferred Stock payable in connection with any sale, transfer cash or other disposition shares of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, Common Stock at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other dispositionholder. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after Before any holder of Series A Preferred Stock shall be entitled to convert the Conversion Date (and same into shares of Common Stock as provided in any event within three (3) Business Daysparagraph 5(a), such holder shall surrender the Corporation certificate or certificates therefor, duly endorsed, at the office of the Company and shall (A) give written notice to the Company at such office that he elects to convert the same. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Preferred Stock a certificate or certificates for the number of Class A Shares shares of Common Stock to which such holder is shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Sharesas aforesaid. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the Class A Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares shares of Common Stock on such Conversion Datedate. In case fewer than all the event of an Automatic Conversion Event pursuant to paragraph 5(b), the outstanding shares of Series A Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares represented of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Series A Preferred Stock are either delivered to the Company as provided above, or the holder notifies the Company that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by any it in connection with such certificate are certificates. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to be convertedsuch holder of Series A Preferred Stock, a new certificate or certificates for the number of shares of Common Stock to which such holder shall be issued representing the unconverted shares without cost entitled as aforesaid and a check payable to the holder thereof, except for in the amount of any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than cash amounts payable as the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance result of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name conversion into fractional shares of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) Common Stock. Such conversion shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until been made immediately prior to and shall be contingent upon the closing Automatic Conversion Event, 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 sale, transfer or other dispositionshares of Common Stock on such date. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after In order to exercise its rights pursuant to the Conversion Right, the Holder shall deliver written notice in the form of Exhibit I to the Issuer stating that the Holder elects to convert all or part of the Accreted Principal Xxxxxx represented by this Note. Such notice shall state the Accreted Principal Amount which the Holder seeks to convert. The date contained in the notice (which date shall be no earlier than the Trading Day immediately following the date of the notice) shall be the date of conversion of the Note (such date of conversion, the “Conversion Date”) and the Holder shall be deemed to be the beneficial owner of the underlying shares of Common Stock (the “Conversion Shares”) as of such date. (ii) Not later than two (2) Trading Days following the Conversion Date (and in any event within three (3) Business Dayswhich may be extended if required by the Issuer’s transfer agent), the Corporation Issuer shall (A) promptly issue and deliver to such holder the Holder a certificate or certificates for the number of Class A Shares shares of Common Stock to which such holder the Holder is entitled and, in the case where only part of a Note is converted, the Issuer shall execute and deliver (at its own expense) a new Note of any authorized denomination as requested by the Holder in an aggregate principal amount equal to and in exchange for the unconverted portion of the principal amount of the Note so surrendered. In lieu of delivering physical certificates formerly representing Convertible Preference Shares the shares of Common Stock issuable upon conversion of Note, provided the Issuer’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of the Holder, the Issuer shall (and (B) pay to such holdershall cause its transfer agent to), electronically transmit the shares of Common Stock issuable upon conversion of this Note to the extent Holder by crediting the account of funds legally the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, if such DWAC system is available therefor, all declared for the issuance of such shares of Common Stock under the terms of this Note and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A SharesPurchase Agreement. Such The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The conversion will pursuant to Section 3 shall be deemed to have been made immediately prior to the opening of business on the applicable Conversion Date, and the . The person or persons entitled to receive the Class A Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder beneficial owner of such Class A Shares shares of Common Stock at the opening of business on such the applicable Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with No fractional shares of Common Stock shall be issued upon any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference SharesNote pursuant to this Section 3. In lieu of fractional shares, the conversion may, at Issuer shall pay cash equal to such fraction multiplied by the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing Closing Price of the sale, transfer or Common Stock on the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other dispositionConversion Date. (iv) All Class A Shares issued upon Upon conversion of pursuant to this Section 3 or Section 5, the Convertible Preference Shares will, upon issuance by the Corporation, be duly Holder shall not receive any separate cash payment for accrued and validly issued, fully paid and nonassessableunpaid Interest except as set forth in Section 3(a).

Mechanics of Conversion. (ia) Promptly In order to exercise the conversion right pursuant to Subsection 8.1 above, the holder of each share of Series C Preferred Stock (or fraction thereof) to be converted shall surrender the certificate representing such share, duly endorsed or assigned to the Company or in blank, at the office of the Company, accompanied by written notice to the Company that the holder thereof elects to convert Series C Preferred Stock or a specified portion thereof. Unless the shares issuable on conversion are to be issued in the same name as the name in which such share of Series C Preferred Stock is registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder or such holder's duly authorized attorney and an amount sufficient to pay any transfer or similar tax (or evidence reasonably satisfactory to the Company demonstrating that such taxes have been paid or are not required to be paid). EXHIBIT A (b) Holders of shares of Series C Preferred Stock at the close of business on a Dividend Payment Record Date shall be entitled to receive the dividend payable on such shares on the corresponding Dividend Payment Date (except that holders of shares called for redemption on a redemption date falling between the close of business on such Dividend Payment Record Date and the opening of business on the corresponding Dividend Payment Date shall, in lieu of receiving such dividend on the Dividend Payment Date fixed therefor, receive such dividend payment together with all other accrued and unpaid dividends on the date fixed for redemption, unless such holder converts such shares called for redemption pursuant to the provisions of this Section 8) notwithstanding the conversion thereof following such Dividend Payment Record Date and prior to such Dividend Payment Date. However, shares of Series C Preferred Stock surrendered for conversion during the period between the close of business on any Dividend Payment Record Date and the opening of business on the corresponding Dividend Payment Date (except shares called for redemption or exchange on a redemption date or exchange date during such period) must be accompanied by payment of an amount equal to the dividend payment with respect to such shares of Series C Preferred Stock presented for conversion on such Dividend Payment Date. A holder of shares of Series C Preferred Stock on a Dividend Payment Record Date who (or whose transferee) tenders any such shares for conversion into shares of Common Stock on the corresponding Dividend Payment Date will receive the dividend payable by the Company on such shares of Series C Preferred Stock on such date and the converting holder need not include payment in the amount of such dividend upon surrender of shares of Series C Preferred Stock for conversion on the Dividend Payment Date. Except as provided above, the Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on converted shares or for dividends on the shares of Common Stock issued upon such conversion. (c) As promptly as practicable after the Conversion Date (and in any event within three (3) Business Days)surrender of certificates for shares of Series C Preferred Stock as aforesaid, the Corporation Company shall (A) issue and shall deliver to at such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay office to such holder, to or on such holder's written order, a certificate or certificates for the extent number of funds legally available thereforshares of Common Stock issuable upon the conversion of such shares in accordance with the provisions of this Section 8, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such any fractional interest in respect of a share of Common Stock arising upon such conversion will shall be settled as provided in Subsection 8.4 hereof. (d) Each conversion shall be deemed to have been made effected immediately prior to the close of business on the Conversion Datedate on which the certificates for shares of Series C Preferred Stock shall have been surrendered and such notice received by the Company as aforesaid, and the person entitled to receive the Class A Shares or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be treated for all purposes as deemed to have become the holder or holders of record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any thereby at such certificate are to be convertedtime on such date, a new certificate and such conversion shall be issued representing at the unconverted shares without cost to Conversion Price in effect at such time on such date, unless the holder thereof, except for any documentary, stamp or similar issue or stock transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name books of the converting holder. The Corporation Company shall pay any documentary, stamp or similar issue or transfer tax due be closed on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or dispositiondate, in which event such conversion of such Convertible Preference Shares person or persons shall not be deemed to have occurred until immediately prior to become such holder or holders of record at the closing close of business on the next succeeding day on which such salestock transfer books are open, transfer or other disposition. (iv) but such conversion shall be at the Conversion Price in effect on the date upon which such shares shall have been surrendered and such notice received by the Company. All Class A Shares issued shares of Common Stock delivered upon conversion of the Convertible Preference Shares will, Series C Preferred Stock will upon issuance by the Corporation, delivery be duly and validly issued, issued and fully paid and nonassessable.

Mechanics of Conversion. 4.1. No fractional Ordinary Share shall be issued upon conversion of the Series B Preferred Shares. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price. 4.2. Before any Series B Preferred Holder shall be entitled to convert the same into the Conversion Shares and to receive certificates therefor, such Series B Preferred Holder shall, with respect to an Conversion Option pursuant to Section 3.1 (i) Promptly after and (ii) of this Exhibit C provide at least seven (7) Business Days prior written notice, with respect to an Conversion Option pursuant to Section 3.1 (iii) of this Exhibit C provide written notice to the Company no later than five (5) Business Days following the Post-IPO Option Date, to the Company or any transfer agent for the Series B Preferred Shares to be converted. 4.3. With respect to the Conversion Date Option and the Mandatory Conversion, before any Series B Preferred Holder shall be entitled to the Conversion Shares and to receive certificates therefor, if such holder’s shares are certificated, surrender the certificate or certificates therefor (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and in agreement reasonably acceptable to the Company to indemnify the Company against any event within three (3) Business Daysclaim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate), at the Corporation principal office of the Company or of any transfer agent for the Series B Preferred Shares to be converted. Such notice shall (A) state such holder’s name or the names of the nominees in which such holder wishes the Conversion Shares to be issued. If required by the Company, any certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The Company shall update the register of members and issue and deliver at such office to such holder Series B Preferred Holder a certificate or certificates for the number of Class A the Conversion Shares to which such holder is Series B Preferred Holder shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares as aforesaid and (B) pay a check payable to such holder, to Series B Preferred Holder in the extent amount of funds legally available therefor, all declared and unpaid Participating Dividends on any cash amounts payable (if any) as the Convertible Preference Shares that are being converted result of a conversion into Class A fractional Conversion Shares. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the certificate or certificates representing the Series B Preferred Shares to be converted, and the person or persons entitled to receive the Class A Conversion Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Conversion Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderdate. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights 4.4. Section 4 of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares this Exhibit C shall not be deemed to have occurred until immediately prior to the closing terminate upon consummation of such sale, transfer or other dispositionIPO. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (ia) Promptly after The number of Underlying Shares issuable upon any conversion of shares of Series A Preferred Stock hereunder shall equal the Stated Value of such shares of Series A Preferred Stock to be converted divided by the Conversion Date Price on the Conversion Date. (and b) Upon conversion of any shares of Series A Preferred Stock, the Corporation shall promptly (but in any no event within later than three (3) Business Days)Trading Days after the Conversion Date) issue or cause to be issued and cause to be delivered to the Holder, or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the Underlying Shares issuable upon such conversion, free of restrictive legends unless such Underlying Shares are still required to bear a restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If the shares are then not required to bear a restrictive legend, the Corporation shall, upon request of the Holder, deliver Underlying Shares hereunder electronically through The Depository Trust Corporation or another established clearing corporation performing similar functions, and shall credit the number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission System. (c) A Holder shall deliver the original certificate(s) evidencing the Series A Preferred Stock being converted (or an affidavit of lost certificate and any indemnity or bond required by the Corporation's transfer agent) together with a duly completed Conversion Notice in proper form in order to effect a conversion of such Series A Preferred Stock. Upon surrender of a certificate following one or more partial conversions, the Corporation shall promptly deliver to the Holder a new certificate representing the remaining shares of Series A Preferred Stock. (Ad) The Corporation's obligations to issue and deliver to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Underlying Shares upon conversion of Series A Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or due upon inaction by any Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by any Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by any Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to any Holder in connection with the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderUnderlying Shares. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after No fractional shares of Common Stock shall be issued upon conversion of Series A Convertible Preferred Stock. In lieu of any fractional shares to which the Conversion Date (and in any event within three (3) Business Days)holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by a fair and reasonable conversion price to be determined by the Board of Directors solely for calculating payments due for fractional shares. No shares of Common Stock will be issued in respect of accrued or declared and unpaid dividends on the Series A Convertible Preferred Stock; however, except in the case of an Automatic Conversion on Public Offering as set forth in subparagraph 6.2 above, the Corporation shall remain liable after conversion of any Series A Convertible Preferred Stock for cumulative unpaid dividends accrued on such Series A Convertible Preferred Stock prior to the time of conversion. Before any holder of Series A Convertible Preferred Stock shall be entitled to convert the same into full shares of Common Stock, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation and, except for the automatic conversion pursuant to subparagraph 6.2 above, shall give written notice (Athe "Conversion Notice") to the Corporation, at such office that he elects to convert the same. The Corporation shall, as soon as practicable thereafter issue and deliver or cause to be issued and delivered to such holder of Series A Convertible Preferred Stock, at such office or at such other place as the holder shall specify in the Conversion Notice, a certificate or certificates for the number of Class A Shares shares of Common Stock, to which he shall be entitled as aforesaid, registered in the name of such holder is entitled or in exchange for such other name as the certificates formerly representing Convertible Preference Shares and (B) pay to holder shall specify in the aforementioned written notice. Except as set forth in subparagraph 6.2 above, such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the shares of Series A Convertible Preferred Stock to be converted, and the person or persons entitled to receive the Class A Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares shares of Common Stock on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderdate. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (ia) Promptly after the Conversion Date (and in any event within Not later than three (3) Business Days)Trading Days after any Conversion Date, the Corporation Maker or its designated transfer agent, as applicable, shall (A) issue and deliver to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and Depository Trust Company (B“DTC”) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends account on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Conversion DateNotice, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued registered in a name other than the name of the converting holderHolder or its designee, such number of shares of Common Stock to which the Holder shall be entitled. The Corporation shall pay In the alternative, not later than three (3) Trading Days after any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares Maker shall deliver to the applicable Holder by express courier a certificate or certificates which shall be converted on such Conversion Date will no longer be deemed to be outstanding, free of restrictive legends and all rights trading restrictions (other than those required by Section 5.1 of the holder thereof as a holder Purchase Agreement) representing the number of Convertible Preference Shares shares of Common Stock being acquired upon the conversion of this Note (except the right “Delivery Date”). Notwithstanding the foregoing to receive from the Corporation contrary, the Class A Shares upon conversion, together with Maker or its transfer agent shall only be obligated to issue and deliver the right shares to receive any declared and unpaid Participating Dividends thereonthe DTC on the Holder’s behalf via DWAC (or certificates free of restrictive legends) shall cease and terminate with respect to if such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with a sale. If in the case of any saleConversion Notice such certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, transfer the Holder shall be entitled by written notice to the Maker at any time on or other disposition before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. (b) The Maker understands that a delay in the delivery of the Class A Shares shares of Common Stock upon conversion of this Note beyond the Delivery Date could result in economic loss to the Holder. Subject to Section 3.3(d) hereof, if the Maker fails to deliver to the Holder such shares via DWAC or a certificate or certificates pursuant to this Section hereunder by the Delivery Date, the Maker shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered, together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of (A) (i) 1% of the aggregate principal amount of the Notes requested to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Notes requested to be converted for each Trading Day thereafter and (B) $2,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein shall limit a Holder's right to pursue actual damages for the Maker's failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw a Conversion Notice, and upon such withdrawal the Maker shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Conversion Notice is withdrawn. (c) Subject to Section 3.3(d) hereof, in addition to any other rights available to the Holder, if the Maker fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the shares of Common Stock issuable upon conversion of this Note on or before the Convertible Preference SharesDelivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon conversion of this Note which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Maker shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Common Stock issuable upon conversion of this Note that the Maker was required to deliver to the Holder in connection with the conversion mayat issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of any holder tendering any Convertible Preference Share for conversionthe Holder, be conditioned upon either reinstate the closing portion of the saleNote and equivalent number of shares of Common Stock for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Maker timely complied with its conversion and delivery obligations hereunder. For example, transfer if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Maker shall be required to pay the Holder $1,000. The Holder shall provide the Maker written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Maker. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the disposition Maker’s failure to timely deliver certificates representing shares of Class A Shares issuable Common Stock upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior this Note as required pursuant to the closing of such sale, transfer or other dispositionterms hereof. (ivd) All Class A Shares issued upon conversion Notwithstanding the foregoing, in the event that the Holder is an Insider Purchaser, then subsections (b) and (c) of the Convertible Preference Shares will, upon issuance by the Corporation, be duly this Section 3.3 shall not apply and validly issued, fully paid and nonassessableshall have no force or effect.

Mechanics of Conversion. (i) Promptly after The Holder of this Note shall effect conversions at the Conversion Date option of the Holder by providing the Company with the form of conversion notice attached hereto as Annex A (and in any event within three (3a “Notice of Conversion”) Business Days)executed by the Holder, together with the Corporation shall (A) issue and deliver to such holder delivery by the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, Holder to the extent Company of funds legally available thereforthis Note, all declared with this Note being duly endorsed in full for transfer to the Company or with an applicable stock power duly executed by the Holder in the manner and unpaid Participating Dividends on form as deemed reasonable by the Convertible Preference Shares that are being converted into Class A Sharestransfer agent of the Common Stock. Such conversion will be deemed to have been made on Each Notice of Conversion shall specify the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder principal amount of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are this Note to be converted, the principal amount of this Note outstanding prior to the conversion at issue, the principal amount of this Note owned subsequent to the conversion at issue, and the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Notice of Conversion to the Company by overnight delivery service or by telecopier or PDF (the “Conversion Date”). If no Conversion Date is specified in a new certificate Notice of Conversion, the Conversion Date shall be issued representing the unconverted shares without cost to Trading Day immediately preceding the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any date that such Notice of Conversion and applicable stock certificates for Class A Shares or Convertible Preference Shares are issued in a name other than received by the name of the converting holderCompany. The Corporation calculations and entries set forth in the Notice of Conversion shall pay any documentary, stamp control in the absence of manifest or similar issue or transfer tax due on mathematical error. The principal amount of this Note being converted in accordance with the issue terms of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares this Section 3(c)(i) shall be canceled and may not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderbe reissued. (ii) From Except as otherwise set forth herein, not later than three Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver to the Holder a certificate or certificates which, after the Effective Date, shall be free of restrictive legends and trading restrictions (other than those required by the Agreement and the Securities Act) representing the number of shares of Common Stock being acquired upon the conversion of this Note. After the effective date of the Registration Statement, the Company shall, upon request of the Holder, deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Company or another established clearing Company performing similar functions if the Company’s transfer agent has the ability to deliver shares of Common Stock in such manner. If in the case of any Notice of Conversion such certificate or certificates are not delivered to or as directed by the applicable Holder by the third Trading Day after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) Holder shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all elect by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the rights as provided hereinCompany shall immediately return the this Note to the Holder. (iii) If The Company’s obligations to issue and deliver the Conversion Shares upon conversion is of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares. In the event a Holder shall elect to convert any saleor all of this Note, transfer the Company may not refuse conversion based on any claim that such Holder or any one associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other disposition reason unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained and the Company posts a surety bond for the benefit of the Class A Shares issuable Holder in the amount of 150% of the Conversion Value of the principal amount of the Note outstanding (i.e., the value of the shares of Common Stock issued upon conversion of such principal amount of this Note) which is subject to the Convertible Preference Sharesinjunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the conversion may, at the option of any holder tendering any Convertible Preference Share for Company shall issue Conversion Shares upon a properly noticed conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A If the Company fails to deliver to the Holder such certificate or certificates pursuant to Section 3(c)(ii) by a Share Delivery Date, and if after such Share Delivery Date the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares issued which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (I) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (II) the price at which the sell order giving rise to such purchase obligation was executed. For example, if the Holder purchases Common Stock having a total purchase price of US$11,000 to cover a Buy-In with respect to an attempted conversion of a portion of this Note with respect to which the aggregate sale price giving rise to such purchase obligation is US$10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder US$1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Hxxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessableterms hereof.

Mechanics of Conversion. (ia) Promptly after the Conversion Date (and in any event within Not later than three (3) Business Days)Trading Days after any Conversion Date, the Corporation Maker or its designated transfer agent, as applicable, shall (A) issue and deliver to such holder the Depository Trust Company ("DTC") account on the Holder's behalf via the Deposit Withdrawal Agent Commission System ("DWAC") as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of Class A Shares shares of Common Stock to which the Holder shall be entitled. In the alternative, in the event that (i) the Registration Statement is not effective or (ii) the Common Stock is not eligible for transfer pursuant to the Depository Trust Company's Automated Securities Transfer Program, then not later than three (3) Trading Days after any Conversion Date, the Maker shall deliver to the applicable Holder by express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of this Note (the "Delivery Date"). Notwithstanding the foregoing to the contrary, the Maker or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on the Holder's behalf via DWAC (or certificates free of restrictive legends) if the Holder has complied with the applicable prospectus delivery requirements. If in the case of any Conversion Notice such holder certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is entitled given to the Maker. (b) The Maker understands that a delay in exchange the delivery of the shares of Common Stock upon conversion of this Note beyond the Delivery Date could result in economic loss to the Holder. If the Maker fails to deliver to the Holder such shares via DWAC or a certificate or certificates pursuant to this Section hereunder by the Delivery Date, the Maker shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered, together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of (A) (i) 1% of the aggregate principal amount of the Notes requested to be converted for the certificates formerly representing Convertible Preference Shares first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Notes requested to be converted for each Trading Day thereafter and (B) pay $2,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein shall limit a Holder's right to pursue actual damages for the Maker's failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such holderHolder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the extent of funds legally available thereforcontrary contained herein, all declared the Holder shall be entitled to withdraw a Conversion Notice, and unpaid Participating Dividends on upon such withdrawal the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will Maker shall only be deemed obligated to have been made on pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderNotice is withdrawn. (iic) From and after In addition to any other rights available to the Conversion DateHolder, if the Convertible Preference Shares Maker fails to be converted on such Conversion Date will no longer be deemed cause its transfer agent to be outstanding, and all rights transmit to the Holder a certificate or certificates representing the shares of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares Common Stock issuable upon conversion of this Note on or before the Convertible Preference SharesDelivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon conversion of this Note which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Maker shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Common Stock issuable upon conversion of this Note that the Maker was required to deliver to the Holder in connection with the conversion mayat issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of any holder tendering any Convertible Preference Share for conversionthe Holder, be conditioned upon either reinstate the closing portion of the saleNote and equivalent number of shares of Common Stock for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Maker timely complied with its conversion and delivery obligations hereunder. For example, transfer if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Maker shall be required to pay the Holder $1,000. The Holder shall provide the Maker written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Maker. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the disposition Maker's failure to timely deliver certificates representing shares of Class A Shares issuable Common Stock upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior this Note as required pursuant to the closing of such sale, transfer or other dispositionterms hereof. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (ia) Promptly Not later than three (3) Trading Days after any Conversion Date, the Maker or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company ("DTC") account on the Holder's behalf via the Deposit Withdrawal Agent Commission System ("DWAC") as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. In the alternative, not later than three (3) Trading Days after any Conversion Date, the Maker shall deliver to the applicable Holder by express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of this Note. If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the applicable Holder by the third Trading Day after the Conversion Date (and in any event within three (3) Business Daysthe "Delivery Date"), the Corporation Holder shall (Abe entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) issue and deliver to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (Bc) pay to such holder, shall be payable through the date notice of rescission is given to the extent Maker. (b) The Maker understands that a delay in the delivery of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are of Common Stock upon conversion of the Notes and failure to be converted, a new certificate shall be issued deliver certificates representing the unconverted shares without cost of the Notes beyond the Delivery Date could result in economic loss to the holder thereofHolder. If the Maker fails to deliver to the Holder such certificate or certificates pursuant to this Section hereunder by the Delivery Date, except the Maker shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such certificates are delivered, together with interest on such amount at a rate of 10% per annum, accruing until such amount and any documentaryaccrued interest thereon is paid in full, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name equal to (i) 1% of the converting holderaggregate principal amount of the Notes requested to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Notes requested to be converted for each Trading Day thereafter (which amounts shall be paid as liquidated damages and not as a penalty). The Corporation Nothing herein shall pay any documentary, stamp or similar issue or transfer tax due on limit a Holder's right to pursue actual damages for the issue Maker's failure to deliver certificates representing shares of Class A Shares Common Stock upon conversion or due within the period specified herein (including, without limitation, damages relating to any purchase of shares of Common Stock by such Holder to make delivery on a sale effected in anticipation of receiving certificates representing shares of Common Stock upon conversion, such damages to be in an amount equal to (A) the issuance aggregate amount paid by such Holder for the shares of a new certificate for any Convertible Preference Shares not converted other than any Common Stock so purchased minus (B) the aggregate amount of net proceeds, if any, received by such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than Holder from the name sale of the converting holdershares of Common Stock issued by the Maker pursuant to such conversion), and such Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw a Conversion Notice, and upon such withdrawal the Maker shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Conversion Notice is withdrawn. (iic) From In addition to any other rights available to the Holder, if the Maker fails to deliver to the Holder such certificate or certificates pursuant to Section 3.3(a) by the Delivery Date and if after the Conversion Date, Delivery Date the Convertible Preference Shares Holder purchases (in an open market transaction or otherwise) shares of Common Stock to be converted on deliver in satisfaction of a sale by such Conversion Date will no longer be deemed to be outstanding, and all rights Holder of the holder thereof as Conversion Shares which the Holder anticipated receiving upon such conversion (a holder "Buy-In"), then the Maker shall pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (A) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Convertible Preference Shares Common Stock so purchased exceeds (except B) the right to receive from aggregate principal amount of the Corporation the Class A Shares upon conversionNotes for which such conversion was not timely honored, together with interest thereon at a rate of the right lesser of 15% and the maximum applicable legal rate per annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if the Holder purchases shares of Common Stock having a total purchase price of $11,000 to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate cover a Buy-In with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all an attempted conversion of $10,000 aggregate principal amount of the rights as provided herein. (iii) If Notes, the conversion is Maker shall be required to pay the Holder $1,000, plus interest. The Holder shall provide the Maker written notice indicating the amounts payable to the Holder in connection with any sale, transfer or other disposition respect of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other dispositionBuy-In. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after In order for a holder of Series B Preferred Stock to convert shares of Series B Preferred Stock into shares of Common Stock, such holder shall deliver to the office of the transfer agent for the Series B Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent) a written notice (the “Conversion Notice”) that such holder elects to convert all or any number of the shares of the Series B Preferred Stock represented by such certificate or certificates. The Conversion Notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. The date specified by the holder in the notice shall be the conversion date or, if no date is specified in the Conversion Date Notice, the conversion date shall be the date the Conversion Notice is delivered to the Corporation (such date, as determined in accordance with the notice provisions hereof, the “Conversion Date”). On or before the Conversion Date, the holders shall surrender a certificate or certificates for the shares to be converted (or an affidavit of loss and indemnity agreement relating thereto) to the office of the transfer agent for the Series B Preferred (or at the principal office of the Corporation if the Corporation serves as its own transfer agent). If required by the Corporation, certificates surrendered for conversion shall be accompanied by a written instrument evidencing such holder’s desire to convert a specified number of shares of Series B Preferred Stock, duly executed by the registered holder or such holder’s attorney duly authorized in writing. Upon surrender of a certificate following one or more partial conversions, the Corporation shall promptly deliver to such holder a new certificate representing the remaining shares of Series B Preferred Stock. Upon conversion of any Series B Preferred Stock, the Corporation shall promptly (but in no event within later than three (3) Business Days)days after the Conversion Date) issue or cause to be issued and cause to be delivered to, or upon the written order of, such holder (or former holder, as the case may be) of Series B Preferred Stock and in such name or names as such holder may designate, a certificate for the shares of Common Stock issuable upon such conversion, free of restrictive legends unless such shares of Common Stock are not then freely transferable without volume restrictions pursuant to Rule 144(k) under the Securities Act. The shares of Common Stock issuable upon conversion of the shares represented by the certificate or certificates delivered to the Corporation shall be deemed to be outstanding as of the Conversion Date. Such holder, or any person so designated by such holder to receive such shares of Common Stock, shall be deemed to have become the holder of record of such shares of Common Stock as of the Conversion Date. If and when such shares of Common Stock may be freely transferred pursuant to Rule 144 under the Securities Act or pursuant to an effective registration statement, the Corporation shall (A) issue and use its best efforts to deliver to such holder shares of Common Stock electronically through the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion DateDepository Trust Corporation or another established clearing corporation performing similar functions, and shall issue such shares of Common Stock in the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes same manner as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the dividend payment shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderpursuant to Section 2(b)(iii) above. (ii) From The Corporation covenants that it shall at all times when the Series B Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series B Preferred Stock, such number of its duly authorized but unissued and otherwise unreserved shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B Preferred Stock or, if the number of shares of Common Stock so reserved is insufficient, the Corporation shall take any corporation action that is necessary to make available a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock within thirty (30) days after the occurrence of such deficiency. Before taking any action that would cause an adjustment reducing the Conversion DatePrice below the then par value of the Common Stock, the Convertible Preference Corporation shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Price. (iii) Upon any such conversion, shares of Common Stock issued upon conversion of such shares of Series B Preferred Stock shall not be deemed Additional Shares of Common Stock (as defined below) and no adjustment to the Conversion Price shall be converted made for any accumulated but unpaid dividends on such Conversion Date will the Series B Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion. (iv) All shares of Series B Preferred Stock that shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding, outstanding and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in including the event that a Convertible Preference Share is not convertedrights, such Convertible Preference Share will remain outstanding if any, to receive notices and will be entitled to all vote, shall immediately cease and terminate on the Conversion Date, except for the right of the rights holders thereof to receive shares of Common Stock and cash, if any, in accordance with Sections 5(b) and 5(c) above. Any shares of Series B Preferred Stock so converted shall be retired and canceled and shall not be reissued, and the Corporation (without the need for action by the holders of Series B Preferred Stock or any other stockholders) may from time to time take such appropriate action as provided hereinmay be necessary to reduce the authorized number of shares of Series B Preferred Stock accordingly. (iiiv) If the conversion is The Corporation shall pay any and all issue and other similar taxes that may be payable in connection with respect of any sale, transfer issuance or other disposition delivery of the Class A Shares issuable shares of Common Stock upon conversion of the Convertible Preference Sharesshares of Series B Preferred Stock pursuant to this Section 5. The Corporation shall not, the conversion mayhowever, at the option be required to pay any tax that may be payable in respect of any holder tendering any Convertible Preference Share for conversion, be conditioned upon transfer involved in the closing issuance and delivery of the sale, transfer or the disposition shares of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or Common Stock in a name other acquirer in such sale, transfer or disposition, than that in which event the shares of Series B Preferred Stock so converted were registered, and no such conversion of issuance or delivery shall be made unless and until the person or entity requesting such Convertible Preference Shares shall not be deemed to have occurred until immediately prior issuance has paid to the closing Corporation the amount of any such saletax or has established, transfer or other disposition. (iv) All Class A Shares issued upon conversion to the reasonable satisfaction of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessablethat such tax has been paid.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series H Preferred Stock may be converted, in part or in whole, into shares of Common Stock, at any time or times after the Issuance Date, at the option of Holder or the Corporation, by (i) Promptly if at the option of Holder, delivery of a written notice to the Corporation (the “Holder Conversion Notice”), of the Holder’s election to convert the Series H Preferred Stock, or (ii) if at the option of the Corporation, if the Equity Conditions are met, delivery of a written notice to Holder (the “Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation’s election to convert the Series H Preferred Stock. On the same Trading Day on which the Corporation has received the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after the Conversion Date (and in any event within three (3) Business Days)such time or on a non-Trading Day, the Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (Athe “Transfer Agent”) issue and deliver to shall authorize the credit by the Transfer Agent of such holder the aggregate number of Class A Conversion Shares to which such holder the Holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay pursuant to such holderConversion Notice to Holder’s or its designee’s balance account with The Depository Trust Corporation (DTC) Fast Automated Securities Transfer (FAST) Program, to through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the extent essence. b. No fractional shares of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate Common Stock are to be convertedissued upon conversion of Series H Preferred Stock, but rather the Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a new certificate full share upon the surrender of such scrip or warrants aggregating a full share. c. The Holder shall not be issued representing required to deliver the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any original certificates for Class A Shares or Convertible Preference Shares are issued the Series H Preferred Stock in order to effect a name other than the name of the converting holder. conversion hereunder. d. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate taxes which may be payable with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding issuance and will be entitled delivery of Conversion Shares to all of the rights as provided hereinHolder. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion of a share of Series C Preferred Stock hereunder shall equal (i) Promptly after the Stated Value of such share of Series C Preferred Stock to be converted, divided by the Conversion Date (and in any event within three (3) Business Days), the Corporation shall (A) issue and deliver to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made Price on the Conversion Date, plus (ii) the amount of any accrued but unpaid dividends on such share of Series C Preferred Stock through the Conversion Date, divided by the Conversion Price on the Conversion Date. (b) Upon conversion of any share of Series C Preferred Stock, and provided that the person entitled Holder has complied with the provisions of Section 6 of the Registration Rights Agreement, the Corporation shall promptly (but in no event later than three Trading Days after the Conversion Date) issue or cause to receive be issued and cause to be delivered to or upon the Class A written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion conversion, free of restrictive legends unless a registration statement covering the resale of the Underlying Shares and naming the Holder as a selling stockholder thereunder is not then effective and such Underlying Shares are not then freely transferable without volume restrictions pursuant to Rule 144 under the Securities Act. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be treated for all purposes as the record deemed to have become holder of record of such Class A Underlying Shares on such as of the Conversion Date. In case fewer than all The Corporation shall, upon request of the Holder, use its best efforts to deliver Underlying Shares hereunder electronically through the DTC or another established clearing corporation performing similar functions, and shall issue such Underlying Shares in the same manner as dividend payment shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued pursuant to Section 3(i) above. (c) A Holder shall not be required to deliver the original certificate(s) evidencing the Series C Preferred Stock being converted in order to effect a name other than the name conversion of such Series C Preferred Stock. Execution and delivery of the converting holder. The Corporation Conversion Notice shall pay any documentary, stamp or similar issue or transfer tax due on have the issue same effect as cancellation of Class A Shares upon conversion or due upon the original certificate(s) and issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or evidencing the remaining shares of Series C Preferred Stock. Upon surrender of a certificate for Convertible Preference Shares are issued in following one or more partial conversions, the Corporation shall promptly deliver to the Holder a name other than new certificate representing the name remaining shares of the converting holderSeries C Preferred Stock. (iid) From The Corporation’s obligations to issue and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A deliver Underlying Shares upon conversion, together conversion of Series C Preferred Stock in accordance with the right terms hereof are absolute and unconditional, irrespective of any action or inaction by any Holder to receive enforce the same, any declared and unpaid Participating Dividends thereon) shall cease and terminate waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by any Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by any Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all obligation of the rights as provided herein. (iii) If the conversion is Corporation to any Holder in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion issuance of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other dispositionUnderlying Shares. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. Any conversion of all or any portion of the Conversion Amount of any Note shall take place at the specified effective time (the “Conversion Time”) upon delivery of an applicable Conversion Notice; provided, however, that the Conversion Time shall not be less than the earlier of (x) five (5) Business Days (or any earlier date agreed to by Holdings in its sole discretion) from the date on which a Conversion Election Notice or Automatic Conversion Notice, as applicable, is delivered to Holdings, or (y) the Prepayment Date. In connection with any partial conversion, Holdings shall, at its expense, deliver to the applicable Holder(s), a substitute Note (or Notes) in the same form, and dated the same date as the Note(s) surrendered with the applicable Conversion Notice which shall evidence that portion of the Conversion Amount (including, for the avoidance of doubt, any capitalized PIK Interest) with respect to the Note so surrendered that has not been converted. Holdings shall (i) Promptly after update the Register to reflect the applicable Conversion Amount so converted and (ii) reflect the issuance of Conversion Securities in its books and records, as of the Conversion Date (Time. Each Conversion Security shall be duly and in any event within three (3) Business Days)validly issued, the Corporation shall (A) issue and deliver to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holderand, to the extent applicable, fully paid and non-assessable, free and clear of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name Liens (other than such Lien as may be imposed by federal, state and other securities laws and under the name Organizational Documents of the converting holderHoldings). The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion DateTime of any conversion, each Note (or portion thereof) converted in accordance with this Section 3.04 shall cease to be outstanding and shall no longer entitle the applicable Holder to any payments of principal, interest, fees or premiums or any other amounts. Holdings, the Convertible Preference Shares Administrative Agent (at Holdings’ request and expense) and such converting Holder(s) agree to take such additional actions as shall be converted on such Conversion Date will no longer be deemed reasonably necessary to be outstandingeffectuate any conversion pursuant to this Section 3.04, including, (x) in the case of any converting Holder(s), by, among other things, executing and delivering a joinder to the Organizational Documents of Holdings to become a party to, and all rights bound by, the terms thereof, in form and substance reasonably acceptable to Holdings and (y) in the case of Holdings, by delivering a copy, certified by a duly authorized officer of Holdings, of its books and records evidencing the issuance of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) applicable Conversion Securities. The Administrative Agent shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with conclusively rely upon any sale, transfer Conversion Election Notice or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares Automatic Conversion Notice without further inquiry and shall not be deemed to have occurred knowledge or notice of any converted Note Obligations until immediately prior to the closing of such sale, transfer it has received a Conversion Election Notice or other dispositionAutomatic Conversion Notice with respect thereto. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly In order for a holder of Series C Preferred Stock to convert shares of Series C Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Series C Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Series C Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Series C Preferred Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent. Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his or its attorney duly authorized in writing. The date of receipt of such certificates (or lost certificate affidavit and agreement) and notice by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) shall be the conversion date (“Conversion Date”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Date (and in any event within three (3) Business Days)Date, the Corporation shall (A) issue and deliver at such office to such holder of Series C Preferred Stock, or to his or its nominees, a certificate or certificates for the number of Class A Shares shares of Common Stock to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder entitled, together with cash in lieu of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance fraction of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holdershare. (ii) From The Corporation shall at all times when the Series C Preferred Stock shall be outstanding, reserve and after keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series C Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series C Preferred Stock. Before taking any action which would cause an adjustment reducing the Series C Conversion DatePrice below the then par value of the shares of Common Stock issuable upon conversion of the Series C Preferred Stock, the Convertible Preference Shares Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable (except to the extent provided in Section 180.0622 of the Wisconsin Statutes) shares of Common Stock at such adjusted applicable Series C Conversion Price. (iii) Upon any such conversion other than in connection with a Qualifying Public Offering (as defined below) or the consummation of a Deemed Liquidation Event in which the Deemed Liquidation Event Consideration is at least equal to the amount set forth in Section 3.9.5(a)(B), all accumulated (whether or not declared) but unpaid dividends on the Series C Preferred Stock shall be converted on such Conversion Date will paid in cash. (iv) All shares of Series C Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding, outstanding and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in including the event that a Convertible Preference Share is not convertedrights, such Convertible Preference Share will remain outstanding if any, to receive notices and will be entitled to all vote, shall immediately cease and terminate on the Conversion Date, except only the right of the rights holders thereof to receive shares of Common Stock in exchange therefor and, except as provided hereinin (iii) above, to receive payment of any dividends declared but unpaid thereon. Any shares of Series C Preferred Stock so converted shall be retired and cancelled and shall not be reissued, and the Corporation (without the need for shareholder action) may from time to time take such appropriate action as may be necessary to reduce the authorized number of shares of Series C Preferred Stock accordingly. (iiiv) If the conversion is The Corporation shall pay any and all issue and other similar taxes that may be payable in connection with respect of any sale, transfer issuance or other disposition delivery of the Class A Shares issuable shares of Common Stock upon conversion of the Convertible Preference Sharesshares of Series C Preferred Stock pursuant to this Section 3.9.4. The Corporation shall not, the conversion mayhowever, at the option be required to pay any tax which may be payable in respect of any holder tendering any Convertible Preference Share for conversion, be conditioned upon transfer involved in the closing issuance and delivery of the sale, transfer or the disposition shares of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or Common Stock in a name other acquirer in such sale, transfer or disposition, than that in which event the shares of Series C Preferred Stock so converted were registered, and no such conversion of issuance or delivery shall be made unless and until the person or entity requesting such Convertible Preference Shares shall not be deemed to have occurred until immediately prior issuance has paid to the closing Corporation the amount of any such saletax or has established, transfer or other disposition. (iv) All Class A Shares issued upon conversion to the satisfaction of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessablethat such tax has been paid.

Mechanics of Conversion. (ia) Promptly after In order for the Conversion Date Lender to convert any Revolving Credit Loan or other amount available under the Revolving Credit Commitment into shares of Series A Preferred, the Lender shall deliver to the Borrower, during usual business hours at the Borrower's principal executive offices, written notice of its election to convert the principal amount of any Revolving Credit Loans, or the portion thereof specified in such notice, into shares of Series A Preferred. Such notice shall also state the name or names (and addresses) in any event within three (3) Business Days), which the Corporation Lender wishes the certificate or certificates for shares of Series A Preferred which shall (A) issue and deliver be issuable on such conversion to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Sharesbe issued. Such conversion will shall be deemed to have been made on at the time the notice specified above shall have been received by the Borrower at its principal executive office (the "Conversion Date"), and the person entitled to receive the Class holder in whose name any certificate or certificates for shares of Series A Shares Preferred shall be issuable upon such conversion shall be treated for all purposes as deemed to have become on the record Conversion Date the holder of such Class A Shares on such Conversion Date. In case fewer than all record of the shares represented by thereby. The Borrower shall, as soon as practicable after the Conversion Date (and, in any such event, within five Business Days), issue and deliver to the Lender, or to its nominees, a certificate are or certificates for the number of shares of Series A Preferred to which the Lender shall be entitled. If less than the entire outstanding principal amount of the Revolving Credit Loans is being converted, the Revolving Credit Note shall promptly be marked to reflect a new certificate shall be issued representing credit for the unconverted shares without cost amount of the Revolving Credit Loans so converted. (b) The Lender shall, at all times prior to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name expiration of the converting holder. Option Period, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of any Revolving Credit Loan or amount available under the Revolving Credit Commitment, such number of its duly authorized shares of Series A Preferred as shall from time to time be sufficient to effect the conversion of any Revolving Credit Loan or any amount available under the Revolving Credit Commitment. (c) The Corporation Borrower shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared issue and unpaid Participating Dividends thereon) shall cease and terminate with other taxes that may be payable in respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing issuance or delivery of the sale, transfer or the disposition shares of Class Series A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed Preferred pursuant to have occurred until immediately prior to the closing of such sale, transfer or other dispositionthis Article IX. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. On the Class B Conversion Date: (i1) Promptly after the Conversion Date (and Person in whose name or names any event within three (3) Business Days), the Corporation shall (A) issue and deliver to such holder the number certificate or certificates for shares of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such Common Stock shall be issuable upon conversion will shall be deemed to have been made on become the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all record of the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon Common Stock represented thereby at such time, and (2) the issuance shares of a new certificate for any Convertible Preference Shares not Class B Common Stock so converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will shall no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (with respect to such shares shall immediately terminate except the right to receive from certificates representing shares of Class A Common Stock pursuant to this Section 4.2.5. Upon the occurrence of such conversion of shares of Class B Common Stock, the holder of such converted shares shall surrender the certificate or certificates representing such shares at the office of the Corporation the Class A Shares upon conversion, together with the right to receive (or any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all transfer agent of the rights as provided herein. (iii) If Corporation previously designated by the conversion is in connection with any sale, transfer or other disposition Corporation to the holders of Class B Common Stock for this purpose). Unless the Class A Shares shares issuable upon conversion are to be issued in the same name as the name in which such shares of Class B Common Stock are registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the holder or the holder's duly authorized attorney. As promptly as practicable after the surrender by the holder of the Convertible Preference Sharescertificates for shares of Class B Common Stock as aforesaid, the conversion mayCorporation shall (i) issue and shall deliver to such holder, at or on the option holder's written order to the holder's transferee, a certificate or certificates for the whole number of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition shares of Class A Shares Common Stock issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing shares of such sale, transfer or other disposition. (iv) Class B Common Stock. All shares of Class A Shares Common Stock issued upon conversion of the Convertible Preference Shares shares of Class B Common Stock will, upon issuance by the Corporationissuance, be duly and validly authorized and issued, fully paid and nonassessable, free from any preemptive rights imposed by the DGCL or this Certificate of Incorporation and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith).

Mechanics of Conversion. (ia) Promptly after The number of Underlying Shares issuable on each Conversion Date as provided in Section 6 shall equal the Conversion and Interest Payment Amount, divided by the Conversion Price on that Conversion Date (and in any event within three (3) Business Days)for each conversion, the Corporation “Converted Shares”). (b) Upon each conversion of this Note, the Company shall promptly (Abut in no event later than the second Trading Day following each Conversion Notice) issue or cause to be issued and deliver cause to be delivered to or upon the written order of the Holder a certificate representing the Converted Shares issuable upon such holder conversion, bearing the number of Class following legend, if applicable: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO FINISAR CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. (c) Notwithstanding subsection (b) above, the Company shall, if requested by the Holder in connection with one or more Conversion Dates, cause its legal counsel to consult with the Company’s transfer agent with a view to causing the certificates representing Converted Shares to which such holder is entitled be issued without restrictive legends in exchange for accordance with applicable laws and regulations. The Holder agrees, at the certificates formerly representing Convertible Preference Shares and (B) pay to such holderCompany’s expense, to cooperate with the extent of funds legally available thereforCompany in this regard and to execute certificates, all declared questionnaires and unpaid Participating Dividends on any other documents reasonably requested by the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will Company’s legal counsel for such purpose. (d) The Holder shall be deemed to have been made on become holder of record of such Converted Shares as of the Conversion Date. (e) The Holder shall not deliver the original Note upon a conversion hereunder, except upon the final conversion resulting in payment of the Principal Amount and accrued interest in full, at which time Holder shall deliver this Note marked “Cancelled — Paid in Full.” Rather, execution and delivery of the person entitled to receive Conversion Notice shall have the Class A Shares issuable upon such conversion shall be treated for all purposes same effect as a prepayment of a portion of the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost Principal Amount to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon extent converted by the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From Conversion and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights Interest Payment Amounts as provided hereinin Section 6. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after Before any holder of shares of Series B Preferred Stock shall be entitled to convert the Conversion Date (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 such Series B 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 any event within three (3) Business Days)which the certificate or certificates for shares of Common Stock are to be issued. This corporation shall, the Corporation shall (A) as soon as practicable thereafter, issue and deliver at such office to such holder of Series B Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of Class A Shares shares of Common Stock to which such holder is shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Sharesas aforesaid. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the shares of Series B Preferred Stock to be converted, and the person or persons entitled to receive the Class A Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares on shares of Common Stock as of such Conversion Datedate. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any salean underwritten offering of securities registered pursuant to the Securities Act of 1933, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Sharesas amended, the conversion may, at the option of any holder holder, tendering any Convertible Preference Share Series B Preferred Stock for conversion, be conditioned upon the closing with the underwriter(s) of the sale, transfer or the disposition sale of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in securities pursuant to such sale, transfer or dispositionoffering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of such Convertible Preference Shares shares of Series B Preferred Stock shall not be deemed to have occurred converted such shares of Series B Preferred Stock until immediately prior to the closing of such sale, transfer or other dispositionsale of securities. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly In order for a holder of Series B Preferred Stock to convert shares of Series B Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Series B Preferred Stock, at the office of the transfer agent for the Series B Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Series B Preferred Stock represented by such certificate or certificates. Such notice shall state such holder's name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his or its attorney duly authorized in writing. The date of receipt of such certificates and notice by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) shall be the conversion date ("Conversion Date"). The Corporation shall, as soon as practicable after the Conversion Date (and in any event within three (3) Business Days)Date, the Corporation shall (A) issue and deliver at such office to such holder of Series B Preferred Stock, or to his or its nominees, a certificate or certificates for the number of Class A Shares shares of Common Stock to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder entitled, together with cash in lieu of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance fraction of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holdershare. (ii) From The Corporation shall at all times when the Series B Preferred Stock shall be outstanding, reserve and after keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series B Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B Preferred Stock. Before taking any action which would cause an adjustment reducing the Conversion DatePrice below the then par value of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, the Convertible Preference Shares Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Price. (iii) Upon any such conversion, all accrued and unpaid dividends on the shares of Series B Preferred Stock surrendered for conversion shall be paid to be converted on such Conversion Date will the holders thereof. (iv) All shares of Series B Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding, outstanding and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in including the event that a Convertible Preference Share is not convertedrights, such Convertible Preference Share will remain outstanding if any, to receive notices and will be entitled to all vote, shall immediately cease and terminate on the Conversion Date, except only the right of the rights holders thereof to receive shares of Common Stock in exchange therefor and payment of any dividends declared but unpaid thereon. Any shares of Series B Preferred Stock so converted shall be retired and cancelled and shall not be reissued, and the Corporation (without the need for stockholder action) may from time to time take such appropriate action as provided hereinmay be necessary to reduce the authorized Series B Preferred Stock accordingly. (iiiv) If the conversion is The Corporation shall pay any and all issue and other taxes that may be payable in connection with respect of any sale, transfer issuance or other disposition delivery of the Class A Shares issuable shares of Common Stock upon conversion of the Convertible Preference Shares, the conversion may, at the option shares of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.Series B Preferred C-4

Mechanics of Conversion. (ia) Promptly after the Conversion Date (and in any event within Not later than three (3) Business Days)Trading Days after any Conversion Date, the Corporation Maker or its designated transfer agent, as applicable, shall (A) issue and deliver to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends DTC account on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on Holder’s behalf via DWAC as specified in the Conversion DateNotice, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued registered in a name other than the name of the converting holderHolder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. The Corporation shall pay In the alternative, not later than three (3) Trading Days after any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares Maker shall deliver to the applicable Holder by express courier a certificate or certificates which shall be converted on such Conversion Date will no longer be deemed to be outstanding, free of restrictive legends and all rights trading restrictions (other than those required by Section 5.1 of the holder thereof as a holder Purchase Agreement) representing the number of Convertible Preference Shares shares of Common Stock being acquired upon the conversion of this Note (except the right “Delivery Date”). Notwithstanding the foregoing to receive from the Corporation contrary, the Class A Shares upon conversion, together with Maker or its transfer agent shall only be obligated to issue and deliver the right shares to receive any declared and unpaid Participating Dividends thereonthe DTC on the Holder’s behalf via DWAC (or certificates free of restrictive legends) shall cease and terminate with respect to if such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with a sale and the Holder has complied with the applicable prospectus delivery requirements (as evidenced by documentation furnished to and reasonably satisfactory to the Maker). If in the case of any saleConversion Notice such certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, transfer the Holder shall be entitled by written notice to the Maker at any time on or other disposition before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. (b) The Maker understands that a delay in the delivery of the Class A Shares shares of Common Stock upon conversion of this Note beyond the Delivery Date could result in economic loss to the Holder. If the Maker fails to deliver to the Holder such shares via DWAC or a certificate or certificates pursuant to this Section hereunder by the Delivery Date, the Maker shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered, together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of (A) (i) 1% of the aggregate principal amount of the Notes requested to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Notes requested to be converted for each Trading Day thereafter and (B) $2,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein shall limit a Holder’s right to pursue actual damages for the Maker’s failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw a Conversion Notice, and upon such withdrawal the Maker shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Conversion Notice is withdrawn. (c) In addition to any other rights available to the Holder, if the Maker fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the shares of Common Stock issuable upon conversion of this Note on or before the Convertible Preference SharesDelivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon conversion of this Note which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Maker shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Common Stock issuable upon conversion of this Note that the Maker was required to deliver to the Holder in connection with the conversion mayat issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of any holder tendering any Convertible Preference Share for conversionthe Holder, be conditioned upon either reinstate the closing portion of the saleNote and equivalent number of shares of Common Stock for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Maker timely complied with its conversion and delivery obligations hereunder. For example, transfer if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Maker shall be required to pay the Holder $1,000. The Holder shall provide the Maker written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Maker. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the disposition Maker’s failure to timely deliver certificates representing shares of Class A Shares issuable Common Stock upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior this Note as required pursuant to the closing of such sale, transfer or other dispositionterms hereof. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after Before any holder of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or Series F Preferred shall be entitled to convert the Conversion Date (and same into shares of Common as provided in any event within three (3) Business Daysparagraph IV.E(2)(a), he shall surrender the certificate or certificates therefor, duly endorsed (or, if the holder notifies the Corporation that such certificate(s) have been lost, stolen or destroyed, an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates), at the office of the Corporation and shall (A) give written notice to the Corporation at such office that he elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or Series F Preferred a certificate or certificates for the number of Class A Shares shares of Common to which such holder is he shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Sharesas aforesaid. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the shares of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or Series F Preferred to be converted, and the person or persons entitled to receive the Class A Shares shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares shares of Common on such Conversion Datedate. In case fewer than all the event of an automatic conversion pursuant to paragraph IV.E(2)(b), the outstanding shares of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred and Series F Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation; provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares represented of Common issuable upon such automatic conversion unless the certificates evidencing such shares of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or Series F Preferred are either delivered to the Corporation as provided above, or the holder notifies the Corporation that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by any it in connection with such certificate are certificates. The Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to be convertedsuch holder of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or Series F Preferred, a new certificate or certificates for the number of shares of Common to which he shall be issued representing the unconverted shares without cost entitled as aforesaid and a check payable to the holder thereof, except for in the amount of any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than cash amounts payable as the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance result of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name conversion into fractional shares of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer Common. Such conversion shall be deemed to have been made immediately prior to and shall be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned contingent upon the closing of a Qualified Offering, and the sale, transfer person or persons entitled to receive the disposition shares of Class A Shares Common issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion shall be treated for all purposes as the record holder or holders of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing shares of Common on such sale, transfer or other dispositiondate. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after Each holder of Series A Preferred Shares may exercise its right to convert its Series A Preferred Shares into Ordinary Shares pursuant to Article 5.5(a)(i) by delivering a written notice (the “Conversion Date (and in any event within three (3) Business DaysNotice”), the Corporation shall (A) issue and deliver to such holder specifying the number of Class Series A Preferred Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holderbe converted, to the extent Company at its office or at the office of funds legally available thereforany transfer agent, all declared and unpaid Participating Dividends on together with the Convertible Preference Shares that are being converted into Class original certificate or certificates for such Series A Preferred Shares. Such The surrender of certificates for Series A Preferred Shares shall not be required for the purposes of any automatic conversion will pursuant to Article 5.5(a)(ii), and any failure or refusal by any holder of Series A Preferred Shares to surrender any such certificates shall not prevent, delay or otherwise affect such automatic conversion in accordance with Article 5.5(a)(ii). (ii) Any conversion shall become effective and be deemed to have been made made: (A) in the case of a conversion pursuant to Article 5.5(a)(i), on the close of business on the date on which the relevant holder of the Series A Preferred Shares to be converted delivers to the Company both the Conversion DateNotice and the original certificate or certificates therefor in accordance with Article 5.5(b)(i); and (B) in the case of an automatic conversion pursuant to Article 5.5(a)(ii), immediately prior to the closing of the Qualified IPO, or immediately upon receipt by the Company of the Compulsory Conversion Notice, as the case may be, which triggers the conversion, and the Company shall make entries in its Register of Members to record and give effect to such conversion with effect from such time, and the person or persons entitled to receive the Class A Ordinary Shares issuable upon as a result of such conversion shall be treated for all purposes as the record holder or holders of such Class A Ordinary Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided hereindate. (iii) If the conversion is in connection with any sale, transfer or other disposition The Directors of the Class Company may effect such conversion in any manner available under applicable law including redeeming or repurchasing the relevant Series A Preferred Shares issuable upon conversion and issuing the relevant number of new Ordinary Shares resulting from the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion case (A) the new Ordinary Shares shall be issued at par and credited as fully paid, (B) the aggregate redemption or repurchase price for the Series A Preferred Shares being redeemed or repurchased shall be equal to the aggregate subscription price for the new Ordinary Shares so issued, and (C) the redemption or repurchase price of the Series A Preferred Shares shall be paid out of the proceeds of the issue of the new Ordinary Shares, and (D) the redemption or repurchase price of the Series A Preferred Shares shall be set off against the subscription price of the new Ordinary Shares, to the intent and effect that no further amount shall be paid or payable by either the Company or the relevant holder to each other in respect of such Convertible Preference conversion. Without prejudice to the foregoing, the Directors may make payments out of the Company’s capital for the purposes of any redemption or repurchase, provided that immediately following the date on which the payment out of capital is proposed to be made, the Company shall be able to pay its debts as they fall due in the ordinary course of business. Any Series A Preferred Shares redeemed or repurchased for the purposes of conversion into Ordinary Shares shall be cancelled and shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other dispositionreissued. (iv) All Class A Shares No fraction of an Ordinary Share shall be issued upon conversion of the Convertible Preference Shares willSeries A Preferred Shares. In lieu of any fraction of an Ordinary Share to which the holder would otherwise be entitled, upon issuance the Company shall pay cash equal to such fraction multiplied by the Corporationthen effective Conversion Price. (v) The Company shall, as soon as practicable after any conversion of Series A Preferred Shares, issue and deliver to the holder of such Series A Preferred Shares a certificate or certificates for the number of Ordinary Shares resulting from such conversion and a cheque payable to the holder for any cash amounts payable in lieu of any fraction of an Ordinary Share which he would otherwise be duly and validly issued, fully paid and nonassessableentitled to upon such conversion.

Mechanics of Conversion. (ia) Promptly Not later than five (5) Trading Days after any Conversion Date, the Maker will deliver to the applicable Holder by express courier (A) a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase ----------- Agreement) representing the number of shares of Common Stock being acquired upon the conversion of the Notes and (B) one or more certificates representing the amount of this Note not converted. If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the applicable Holder by the fifth Trading Day after the Conversion Date (and in any event within three (3) Business Daysthe "Delivery Date"), the Corporation Holder shall (A) issue and deliver be entitled by written notice to the Maker at ------------- any time on or before its receipt of such holder certificate or certificates thereafter, to rescind such conversion, in which event the number of Class A Shares to which such holder is entitled in exchange for Maker shall immediately return the certificates formerly representing Convertible Preference Shares the Notes tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (Bc) pay to such holder, shall be payable through the date notice of rescission is given to the extent Maker. (b) The Maker understands that a delay in the delivery of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are of Common Stock upon conversion of the Notes and failure to be converted, a new certificate shall be issued deliver certificates representing the unconverted shares without cost of the Notes beyond the Delivery Date could result in economic loss to the holder thereofHolder. If the Maker fails to deliver to the Holder such certificate or certificates pursuant to this Section hereunder by the Delivery Date, except the Maker shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such certificates are delivered, together with interest on such amount at a rate of 10% per annum, accruing until such amount and any documentaryaccrued interest thereon is paid in full, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name equal to (i) 1% of the converting holderaggregate principal amount of the Notes requested to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Notes requested to be converted for each Trading Day thereafter (which amounts shall be paid as liquidated damages and not as a penalty). The Corporation Nothing herein shall pay any documentary, stamp or similar issue or transfer tax due on limit a Holder's right to pursue actual damages for the issue Maker's failure to deliver certificates representing shares of Class A Shares Common Stock upon conversion or due within the period specified herein (including, without limitation, damages relating to any purchase of shares of Common Stock by such Holder to make delivery on a sale effected in anticipation of receiving certificates representing shares of Common Stock upon conversion, such damages to be in an amount equal to (A) the issuance aggregate amount paid by such Holder for the shares of a new certificate for any Convertible Preference Shares not converted other than any Common Stock so purchased minus (B) the aggregate amount of net proceeds, if any, received by such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than Holder from the name sale of the converting holdershares of Common Stock issued by the Maker pursuant to such conversion), and such Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw a Conversion Notice, and upon such withdrawal the Maker shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Conversion Notice is withdrawn. (iic) From In addition to any other rights available to the Holder, if the Maker fails to deliver to the Holder such certificate or certificates pursuant to Section 3.3(a) by the Delivery Date and if after the Conversion Date, Delivery Date the Convertible Preference Shares Holder purchases (in an open market transaction or otherwise) shares of Common Stock to be converted on deliver in satisfaction of a sale by such Conversion Date will no longer be deemed to be outstanding, and all rights Holder of the holder thereof as Conversion Shares which the Holder anticipated receiving upon such conversion (a holder "Buy- --- In"), then the Maker shall pay in cash to the Holder (in addition to any -- remedies available to or elected by the Holder) the amount by which (A) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Convertible Preference Shares Common Stock so purchased exceeds (except B) the right to receive from aggregate principal amount of the Corporation the Class A Shares upon conversionNotes for which such conversion was not timely honored, together with interest thereon at a rate of the right lesser of 15% and the maximum applicable legal rate per annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if the Holder purchases shares of Common Stock having a total purchase price of $11,000 to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate cover a Buy-In with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all an attempted conversion of $10,000 aggregate principal amount of the rights as provided herein. (iii) If Notes, the conversion is Maker shall be required to pay the Holder $1,000, plus interest. The Holder shall provide the Maker written notice indicating the amounts payable to the Holder in connection with any sale, transfer or other disposition respect of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other dispositionBuy-In. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. Conversion of the Class A Preferred Shares may be effected by the surrender to the Company of any certificate or certificates issued in respect of such Class A Preferred Shares to be converted accompanied by a written notice stating that such holder of Class A Preferred Shares elects to convert all or a specified whole number of such shares in accordance with the provisions hereof and specifying the name or names in which such holder of Class A Preferred Shares wishes the certificate or certificates for the Common Shares to be issued. If Class A Preferred Shares represented by more than one shall be surrendered for conversion at one time by the same holder of Class A Preferred Shares, the number of full Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares elected to be so surrendered. In case such notice shall specify a name or names other than that of such holder of Class A Preferred Shares, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of Common Shares in such name or names. Other than such taxes, the Company will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of the Common Shares on conversion of the Class A Preferred Shares. As promptly as practicable and, in any event, within no more than five Business Days after the surrender of such certificate or certificates and the receipt of such notice relating thereto and, if applicable, payment of all transfer taxes (or the demonstration to the satisfaction of the Company that any such taxes have been paid), the Company shall issue and allot the relevant Common Shares, update the Company’s register of members to reflect such issuance and deliver or cause to be delivered to the converting holder(s) (i) Promptly after the Conversion Date (and certificates in any event within three (3) Business Days), the Corporation shall (A) issue and deliver to such holder respect of the number of Class A validly issued, fully paid and non-assessable full Common Shares to which such holder is entitled of Class A Preferred Shares shall be entitled, (ii) any cash owing in exchange lieu of a fractional Common Share and (iii) if fewer than the full number of Class A Preferred Shares evidenced by the surrendered certificate or certificates are being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates formerly representing Convertible Preference less the number of shares being converted. Upon such conversion, the Class A Preferred Shares being converted shall no longer be outstanding and the rights of such holder thereof (including the right of such holder to receive any accumulated and unpaid Stated Dividends on such Class A Preferred Shares and (Bany accumulated Stated Dividends from the most recent Dividend Payment Date preceding the date of conversion) pay to such holder, as to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Class A Preferred Shares that are being converted into Class A Shares. Such conversion will be deemed shall cease except for the right to have been made on the Conversion Datereceive Common Shares in accordance herewith, and the person entitled to receive the Class A Common Shares issuable upon such conversion shall be treated for all purposes other as having become the record holder of such Class A Common Shares on at such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holdertime. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Such right of conversion shall be exercised by the Payee by delivering to the Company a conversion notice in the form attached hereto as Exhibit A (the “Conversion Notice”), appropriately completed and duly signed, and by surrender not later than two (2) Business Days thereafter of this Note. The Conversion Notice shall also contain a statement of the name or names (with addresses and tax identification or social security numbers) in which the certificate or certificates for Series C Preferred Stock shall be issued, if other than the name in which this Note is registered. Promptly after the receipt of the Conversion Date (and in any event within three (3) Business Days)Notice, the Corporation Company shall (A) issue and deliver deliver, or cause to be delivered, to the Payee or such holder Payee’s nominee, a certificate or certificates for the number of Class A Shares to which shares of Series C Preferred Stock issuable upon such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Sharesconversion. Such conversion will shall be deemed to have been made effected as of the close of business on the date of receipt by the Company of the Conversion Notice (the “Conversion Date”), and the person or persons entitled to receive the Class A Shares shares of Series C Preferred Stock issuable upon such conversion shall be treated for all purposes as the holder or holders of record holder of such Class A Shares shares of Series C Preferred Stock as of the close of business on such the Conversion Date. In case fewer than all If the shares represented by any such certificate are Payee has not converted the entire principal and interest amount of this Note pursuant to be convertedthe Conversion Notice, then the Company shall execute and deliver to the Payee a new certificate Note instrument identical in terms to this Note, but with a principal amount reflecting the unconverted portion of this Note. The new Note instrument shall be issued representing the unconverted shares without cost delivered subject to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any same timing terms as the certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderSeries C Preferred Stock. (ii) From The Company shall effect such issuance of Series C Preferred Stock within three (3) Business Days following the Conversion Date and shall transmit the certificates by messenger or reputable overnight delivery service to reach the address designated by such holder within three (3) Business Days after the receipt by the Company of such Conversion Notice. Provided that the holder complies with all of the provisions of this Note relating to the conversion hereof, if certificates evidencing the Series C Preferred Stock are not received by the holder (through no fault or negligence of the holder) within five (5) Business Days following the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of then the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is revoke and withdraw its Conversion Notice, in connection with any sale, transfer whole or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion mayin part, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately time prior to the closing its receipt of such sale, transfer or other dispositionthose certificates. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after the Conversion Date (and in any event within three (3) Business Days), the Corporation shall (A) issue and deliver to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Series 6 Preferred Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Series 6 Preferred Shares that are being converted into Class A Shares; provided, that any accrued and unpaid Dividends not paid to such holder pursuant to the foregoing clause (B) shall, subject to SECTION 6(b), be converted into a number of duly authorized, validly issued, fully paid and nonassessable Class A Shares equal to the number determined by dividing (x) the aggregate amount of such accrued and unpaid Dividends on the Series 6 Preferred Shares that are being converted by (y) the then current Conversion Price. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Series 6 Preferred Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Series 6 Preferred Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Series 6 Preferred Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Series 6 Preferred Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Series 6 Preferred Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared accrued and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Series 6 Preferred Share is not converted, such Convertible Preference Series 6 Preferred Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Series 6 Preferred Shares, the conversion may, at the option of any holder tendering any Convertible Preference Series 6 Preferred Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Series 6 Preferred Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Series 6 Preferred Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Series 6 Preferred Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal (i) Promptly after the outstanding principal amount of this Debenture to be converted, divided by the Conversion Date (and in any event within three (3) Business Days), the Corporation shall (A) issue and deliver to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made Price on the Conversion Date, plus (ii) the amount of any accrued but unpaid interest on this Debenture through the Conversion Date, divided by the Conversion Price on the Conversion Date. (b) Upon conversion of this Debenture, the Company shall promptly (but in no event later than three Trading Days after the Conversion Date) issue or cause to be issued and cause to be delivered to or upon the person entitled to receive written order of the Class A Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion shall be treated for all purposes conversion, free of restrictive legends unless a registration statement covering the resale of the Underlying Shares and naming the Holder as a selling stockholder thereunder is not then effective and such Underlying Shares are not then freely transferable without volume restrictions pursuant to Rule 144 under the record holder of such Class A Shares on such Conversion DateSecurities Act. In case fewer than all Within three Trading Days after receipt thereof, the shares represented by any such certificate are to be converted, a new certificate shall be issued representing Holder will deliver the unconverted shares without cost original Debenture so converted to the holder thereofCompany, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in unless the Holder is awaiting receipt of a name other than New Debenture from the name of the converting holderCompany pursuant to another provision hereof. The Corporation shall pay Holder, or any documentary, stamp or similar issue or transfer tax due on Person so designated by the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right Holder to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Underlying Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing become holder of record of such saleUnderlying Shares as of the Conversion Date. The Company shall, transfer upon request of the Holder, use its best efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or other dispositionanother established clearing corporation performing similar functions. (ivc) All Class A If the Holder is converting less than all of the principal amount of this Debenture in connection with such conversion, or if such conversion cannot be effected in full for any reason, the Company shall promptly deliver to the Holder a New Debenture representing the outstanding principal amount not converted. (d) The Company's obligations to issue and deliver Underlying Shares issued upon conversion of this Debenture in accordance with and subject to the Convertible Preference Shares willterms hereof and of the Purchase Agreement are absolute and unconditional, upon issuance irrespective of any action or inaction by the CorporationHolder to enforce the same, be duly any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and validly issued, fully paid and nonassessableirrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares.

Mechanics of Conversion. (i) Promptly after No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the Conversion Date (and in any event within three (3) Business Days)holder would otherwise be entitled, the Corporation shall (A) pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Stock shall be entitled to convert the same into full shares of Common Stock, and to receive certificates therefor, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Corporation at such office that he elects to convert the same; provided , however , that on the date of an Automatic Conversion Event, the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided further , however, that the Corporation shall not be obligated to issue [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. certificates evidencing the shares of Common Stock issuable upon such Automatic Conversion Event unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Preferred Stock, a certificate or certificates for the number of Class A Shares shares of Common Stock to which such holder is he shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares as aforesaid and (B) pay to such holder, a check payable to the extent holder in the amount of funds legally available thereforany cash amounts payable as the result of a conversion into fractional shares of Common Stock, all plus any declared and unpaid Participating Dividends dividends on the Convertible Preference Shares that are being converted into Class A SharesPreferred Stock. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the Class A Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares shares of Common Stock on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such sharesdate; provided, however , that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If if the conversion is in connection with any sale, transfer or other disposition an underwritten offer of securities registered pursuant to the Class A Shares issuable upon conversion of the Convertible Preference Shares, Securities Act the conversion may, at the option of any holder tendering any Convertible Preference Share Preferred Stock for conversion, be conditioned upon the closing of the sale, transfer or the disposition sale of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in securities pursuant to such sale, transfer or dispositionoffering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of such Convertible Preference Shares the Preferred Stock shall not be deemed to have occurred converted such Preferred Stock until immediately prior to the closing of the sale of such sale, transfer or other dispositionsecurities. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (ia) Promptly after the Conversion Date (and in any event within Not later than three (3) Business Days)Trading Days after any Conversion Date, the Corporation Sage or its designated transfer agent, as applicable, shall (A) issue and deliver to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and Depository Trust Company (B“DTC”) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends account on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Conversion DateNotice, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued registered in a name other than the name of the converting holderHolder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. The Corporation shall pay In the alternative, not later than three (3) Trading Days after any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, Sage shall deliver to the Convertible Preference Shares Holder by express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions representing the number of shares of Common Stock being acquired upon the conversion of this Note (the “Delivery Date”). Notwithstanding the foregoing to the contrary, Sage or its transfer agent shall only be converted obligated to issue and deliver the shares to the DTC on the Holder’s behalf via DWAC (or certificates free of restrictive legends) if such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer a sale and the Holder has complied with the applicable prospectus delivery requirements (as evidenced by documentation furnished to and reasonably satisfactory to Sage) or other disposition such shares may be sold pursuant to Rule 144 or an exemption from the registration requirements of the Class A Shares Securities Act. If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the Holder by the Delivery Date, the Holder shall be entitled by written notice to Sage at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event Sage shall immediately return this Note tendered for conversion (if applicable), and whereupon the Makers and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and 3.3(c) shall be payable through the date notice of rescission is given to Sage. (b) The Makers understand that a delay in the delivery of the shares of Common Stock upon conversion of this Note beyond the Delivery Date could result in economic loss to the Holder. If Sage fails to deliver to the Holder such shares via DWAC (or, if applicable, certificates) by the Delivery Date, the Makers shall pay to the Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered (if applicable), together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of: (A) (i) 1% of the aggregate principal amount of the Note requested to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Note requested to be converted for each Trading Day thereafter; and (B) $1,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein shall limit the Holder’s right to pursue actual damages for Sage’s failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and the Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw a Conversion Notice, and upon such withdrawal the Makers shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Conversion Notice is withdrawn. (c) In addition to any other rights available to the Holder, if Sage fails to cause its transfer agent to transmit via DWAC or transmit to the Holder a certificate or certificates representing the shares of Common Stock issuable upon conversion of this Note on or before the Convertible Preference SharesDelivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon conversion of this Note which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Makers shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Common Stock issuable upon conversion of this Note that Sage was required to deliver to the Holder in connection with the conversion mayat issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of any holder tendering any Convertible Preference Share for conversionthe Holder, be conditioned upon either reinstate the closing portion of the saleNote and equivalent number of shares of Common Stock for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had Sage timely complied with its conversion and delivery obligations hereunder. For example, transfer if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Makers shall be required to pay the Holder $1,000. The Holder shall provide the Makers written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Makers. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or the disposition in equity including, without limitation, a decree of Class A Shares issuable specific performance and/or injunctive relief with respect to Sage’s failure to timely deliver certificates representing shares of Common Stock upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior this Note as required pursuant to the closing of such sale, transfer or other dispositionterms hereof. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (ia) Promptly after the Conversion Date (and in any event within Not later than three (3) Business Days)Trading Days after any Conversion Date, the Corporation Maker or its designated transfer agent, as applicable, shall (A) issue and deliver to such holder the Depository Trust Company ("DTC") account on the Holder's behalf via the Deposit Withdrawal Agent Commission System ("DWAC") as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of Class A Shares shares of Common Stock to which the Holder shall be entitled. In the alternative, not later than three (3) Trading Days after any Conversion Date, the Maker shall deliver to the applicable Holder by express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions representing the number of shares of Common Stock being acquired upon the conversion of this Note (the "Delivery Date"). If in the case of any Conversion Notice such holder certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is entitled given to the Maker. (b) The Maker understands that a delay in exchange the delivery of the shares of Common Stock upon conversion of this Note beyond the Delivery Date could result in economic loss to the Holder. If the Maker fails to deliver to the Holder such shares via DWAC or a certificate or certificates pursuant to this Section hereunder by the Delivery Date, the Maker shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered, together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of (A) (i) 1% of the aggregate principal amount of the Notes requested to be converted for the certificates formerly representing Convertible Preference Shares first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Notes requested to be converted for each Trading Day thereafter and (B) pay $2,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein shall limit a Holder's right to pursue actual damages for the Maker's failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such holderHolder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the extent of funds legally available thereforcontrary contained herein, all declared the Holder shall be entitled to withdraw a Conversion Notice, and unpaid Participating Dividends on upon such withdrawal the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will Maker shall only be deemed obligated to have been made on pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderNotice is withdrawn. (iic) From and after In addition to any other rights available to the Conversion DateHolder, if the Convertible Preference Shares Maker fails to be converted on such Conversion Date will no longer be deemed cause its transfer agent to be outstanding, and all rights transmit to the Holder a certificate or certificates representing the shares of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares Common Stock issuable upon conversion of this Note on or before the Convertible Preference SharesDelivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon conversion of this Note which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Maker shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Common Stock issuable upon conversion of this Note that the Maker was required to deliver to the Holder in connection with the conversion mayat issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of any holder tendering any Convertible Preference Share for conversionthe Holder, be conditioned upon either reinstate the closing portion of the saleNote and equivalent number of shares of Common Stock for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Maker timely complied with its conversion and delivery obligations hereunder. For example, transfer if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Maker shall be required to pay the Holder $1,000. The Holder shall provide the Maker written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Maker. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the disposition Maker's failure to timely deliver certificates representing shares of Class A Shares issuable Common Stock upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior this Note as required pursuant to the closing of such sale, transfer or other dispositionterms hereof. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly Upon conversion of a share of Series D Preferred Stock pursuant to Section 5, any and all accrued but unpaid Accruing Series D Dividends with respect to such share shall be paid in cash when and to the extent the corporation has funds legally available therefor. (ii) Except as provided in subparagraph (iii) below, in order for a holder of Series D Preferred Stock to convert shares of Series D Preferred Stock into shares of Common Stock, such holder shall surrender the certificate(s) representing such shares of Series D Preferred Stock, at the office of the transfer agent for the Series D Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any portion of the shares of the Series D Preferred Stock represented by such certificate(s). Such notice shall state such holder's name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or such holder's attorney duly authorized in writing. The date of receipt of such certificates and notice by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) shall be the conversion date ("Conversion 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 D Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of Series D Preferred Stock shall not be deemed to have converted such Series D Preferred Stock until immediately prior to the closing of the sale of securities. The Corporation shall, as soon as practicable after the Conversion Date (and in any event within three (3) Business Days)Date, the Corporation shall (A) issue and deliver to the holder of such holder Series D Preferred Stock, or to such holder's nominees, a certificate or certificates representing the number of Class A Shares shares of Common Stock to which such holder is entitled upon conversion of such Series D Preferred Stock and cash in exchange for payment of any Accruing Series D Dividends, together with cash in lieu of any fractional share. (iii) In the event of a conversion pursuant to Section 5(b) above, the outstanding shares of Series D Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, shares are surrendered to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A SharesCorporation or its transfer agents. Such automatic conversion will shall be deemed to have been made on the Conversion Dateeffective date of the applicable vote or written consent or decrease in the number of outstanding shares of Series D Preferred Stock, and the person or persons entitled to receive the Class A Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares shares of Common Stock on such date which date shall be referred to herein as the "Automatic Conversion Date. In case fewer than ." Immediately upon such automatic conversion, all the shares represented by any such certificate are to be converted, a new certificate of Series D Preferred Stock shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, outstanding and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that including the rights, if any, to receive notices and to vote, shall immediately cease and terminate, except only the right of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates representing the number of shares of Common Stock into which such Series D Preferred Stock has been converted and, if applicable, cash in payment of Accruing Series D Dividends, together with cash in lieu of any fractional share (as provided in Section 5(c) above). In the event that a Convertible Preference Share the automatic conversion of Series D Preferred Stock is not converted, such Convertible Preference Share will remain outstanding and will be entitled pursuant to all the vote or consent of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference SharesMajority Series D Holders, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares Majority Series D Holders shall not be deemed to have occurred until immediately prior give written notice to the closing Corporation and to each other holder of such saleSeries D Preferred Stock (the "Conversion Notice") promptly following the vote or consent, transfer or other disposition. as applicable, that the shares of Series D Preferred Stock shall be converted to Common Stock. (iv) All Class A Shares issued upon conversion Promptly following the date on which the Majority Series D Holders give the Conversion Notice each holder of Series D Preferred Stock shall surrender to the Corporation or its transfer agent the certificate(s) representing such holder's Series D Preferred Stock together with a notice that states such holder's name or the names of the Convertible Preference Shares will, upon issuance nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or such holder's attorney duly authorized in writing. The Corporation shall not be obligated to issue certificates representing the shares of Common Stock issuable upon such automatic conversion or, if applicable, pay cash in payment of any Accruing Series D Dividends, unless and validly issueduntil the certificates representing such shares of Series D Preferred Stock are either delivered to the Corporation or its transfer agent as provided above, fully paid or the holder notifies the Corporation or its transfer agent that such certificate or certificates have been lost, stolen or destroyed and nonassessableexecutes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, including an indemnity bond in such amount as the Corporation deems appropriate in its discretion. As soon as practicable following the Automatic Conversion Date and the surrender by the holder of the certificate or certificates representing the Series D Preferred Stock to be converted, the Corporation shall cause to be issued and delivered to such holder, or to such holder's nominees, a certificate or certificates representing the number of shares of Common Stock to which such holder is entitled upon conversion of such Series D Preferred Stock and, if applicable, cash in payment of Accruing Series D Dividends, together with cash in lieu of any fractional share.

Mechanics of Conversion. (i) Promptly after In the Conversion Date (and in any event within three (3) Business Days), the Corporation that a holder of Class B Shares shall effect an optional conversion pursuant to Article 16(a): (A) issue and deliver the Company’s Register shall be updated to reflect such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and conversion; and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate upon which such election is expressed to be effective, and the person Person or Persons entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderdate. (ii) From and after In the Conversion Date, event of an automatic conversion pursuant to Article 16(b): (A) all holders of Class B Shares will be given so much prior notice as shall be practicable of the Convertible Preference occurrence of an event causing the automatic conversion of all such Class B Shares pursuant to be converted on this Article 16; (B) such Conversion Date will no longer conversion shall be deemed to be outstandinghave been made immediately prior to the close of business on the date upon which such conversion is effective, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right Person or Persons entitled to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares on such date. (iii) On the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share date fixed for conversion, the Register shall be conditioned upon updated to show that the closing converted Class B Shares have been redeemed or repurchased and all rights with respect to the Class B Shares so converted will terminate, with the exception of the sale, transfer or rights of the disposition of holders thereof to receive Class A Shares. Any certificates issued in respect of any Class B Shares issuable upon conversion so converted shall be cancelled and of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other dispositionno further effect. (iv) All The Directors may effect such conversion in any manner available under applicable law, including redeeming or repurchasing the relevant Class B Shares and applying the proceeds thereof towards payment for the new Class A Shares issued upon conversion Shares. For purposes of the Convertible Preference Shares willrepurchase or redemption, upon issuance by the CorporationDirectors may, be duly and validly issuedsubject to the Company being able to pay its debts in the ordinary course of business, fully paid and nonassessablemake payments out of amounts standing to the credit of the Company’s share premium account or out of its capital.

Mechanics of Conversion. (ia. The Holder may exercise the conversion right specified in Section 1(a)(i) Promptly after the Conversion Date (and in any event within three (3) Business Days), by giving written notice to the Corporation shall (A) issue and deliver at any time, that the Holder elects to such holder the convert a stated number of Class A Shares shares of the Series B Preferred Stock into a stated number of shares of Common Stock, and, subject to which such holder is entitled Section 1(a)(iv)b below, by surrendering the certificate or certificates representing the Series B Preferred Stock to be converted of a Lost Certificate Affidavit (as defined below) therefor, duly endorsed to the Corporation or in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holderblank, to the extent Corporation at its principal office (or at such other office as the Corporation may designate by written notice, postage prepaid, to all Holders) at any time during its usual business hours, together with a statement of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Sharesname or names (with addresses) of the person or persons in whose name the certificate or certificates for Common Stock shall be issued. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of surrender of the shares of Series B Preferred Stock to be converted, and the person or persons entitled to receive the Class A Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares shares of Common Stock on such date. b. On the date of an Automatic Conversion Date. In case fewer than all Event, the outstanding shares of Series B Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided further, however, that the Corporation shall not be obligated to issue certificates evidencing the shares represented by any of Common Stock issuable upon such certificate Automatic Conversion Event unless either the certificates evidencing such shares of Series B Preferred Stock are to be converted, a new certificate shall be issued representing the unconverted shares without cost delivered to the holder thereofCorporation or its transfer agent as provided above, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Class A Shares upon conversion, together with Corporation to indemnify the right to receive Corporation from any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is loss incurred by it in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. certificates (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.a “

Mechanics of Conversion. Before any holder of Series B Preferred Stock shall be entitled to convert the same into full shares of Common Stock, and to receive certificates therefor, it shall either (iA) Promptly after surrender the subject Series B Preferred Stock certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock or (B) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that on an Automatic Conversion Date (Date, the outstanding shares of Series B Preferred Stock shall be converted automatically without any further action by the holders of such shares and in any event within three (3) Business Days)whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided further, however, that the Corporation shall (A) not be obligated to issue certificates evidencing the shares of Common Stock issuable in connection therewith unless either the certificates evidencing such shares of Series B Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. On an Automatic Conversion Date, each holder of record of shares of Series B Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Series B Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Series B Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of Class A Shares shares of Common Stock to which such holder is he shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares as aforesaid and (B) pay to such holder, a check payable to the extent holder in the amount of funds legally available thereforany cash amounts payable as the result of a conversion into fractional shares of Common Stock in accordance with Section 8, all plus any declared and unpaid Participating Dividends dividends on the Convertible Preference Shares that are being converted into Class Series B Preferred Stock. A Shares. Such conversion will conversion, other than an Automatic Conversion, shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the shares of Series B Preferred Stock to be converted (or on such later date requested by the holder), and the person or persons entitled to receive the Class A Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares shares of Common Stock on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such sharesdate; provided, however, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If if the conversion is in connection with any an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, or a merger, sale, transfer financing, or liquidation of the Corporation or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Sharesevent, the conversion may, at the option of any holder tendering any Convertible Preference Share Series B Preferred Stock for conversion, be conditioned upon the closing of such transaction or upon the sale, transfer or the disposition occurrence of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or dispositionevent, in which event case the person(s) entitled to receive the Common Stock issuable upon such conversion of such Convertible Preference Shares the Series B Preferred Stock shall not be deemed to have occurred converted such Series B Preferred Stock until immediately prior to the closing of such sale, transfer transaction or other dispositionthe occurrence of such event. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. Before any holder of Class A Common Stock shall be entitled to convert such Class A Common Stock into shares of Common Stock, the holder shall surrender the certificate or certificates therefor, duly endorsed (i) Promptly after or a reasonably acceptable affidavit and indemnity undertaking in the Conversion Date (and in any event within three (3) Business Dayscase of a lost, stolen or destroyed certificate), at the office of the Corporation or of any transfer agent for the Class A Common Stock, and shall (A) give written notice to 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. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Class A Common Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of Class A Shares shares of Common Stock to which such holder is shall be entitled in exchange as aforesaid, and a certificate for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent remaining number of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into shares of Class A SharesCommon Stock if less than all of the Class A Common Stock evidenced by the certificate were surrendered. Such conversion will shall be deemed to have been made immediately prior to the close of business on (i) the Conversion Datedate of such surrender of the shares of Class A Common Stock to be converted or (ii) if applicable, the date of automatic conversion specified in Section 4(b) of this Article III(C) above, and the person or persons entitled to receive the Class A Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares on shares of Common Stock as of such Conversion Datedate. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition an underwritten public offering of securities registered pursuant to the Class A Shares issuable upon conversion of the Convertible Preference Shares, Securities Act the conversion may, at the option of any holder tendering any Convertible Preference Share such Class A Common Stock for conversion, be conditioned upon the closing with the underwriters of the sale, transfer or the disposition sale of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in securities pursuant to such sale, transfer or dispositionoffering, in which event such any persons entitled to receive Common Stock upon conversion of such Convertible Preference Shares Class A Common Stock shall not be deemed to have occurred converted such Class A Common Stock until immediately prior to the closing of such sale, transfer or other dispositionsale of securities. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. To convert Preferred Shares into Common Shares, the holder shall give written notice ("Conversion Notice") to the Corporation in the form of page 1 of Exhibit A hereto (which Conversion Notice may be given by facsimile transmission) stating that such holder elects to convert the same and shall state therein the number of shares to be converted and the name or names in which such holder wishes the certificate or certificates for Common Shares to be issued (the date of such Conversion Notice shall be referred to herein as the "Conversion Date"). Either simultaneously with the delivery of the Conversion Notice, or within one (1) Trading Day thereafter, the holder shall deliver (which also may be done by facsimile transmission) page 2 to Exhibit A hereto indicating the computation of the number of Common Shares to be received. "Trading Day" means (x) if the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange, a day on which there is trading on such stock exchange, (y) if the Common Stock is not listed on either of such stock exchanges but sale prices of the Common Stock are reported on an automated quotation system, a day on which trading is reported on the principal automated quotation system on which sales of the Common Stock are reported, or (z) if the foregoing provisions are inapplicable, a day on which quotations are reported by National Quotation Bureau Incorporated. Notwithstanding the foregoing, for purposes of calculating average prices or conducting a "lookback" only (and not, inter alia, for purposes of calculating the number of days available to the Corporation for making deliveries or issuances to the holders), a day shall not be considered a trading day if (i) Promptly trading of the Common Stock was suspended during the entire day or (ii) no reported trades occur on such day. As soon as possible after delivery of the Conversion Date (and in Notice, such holder shall surrender the certificate or certificates representing the shares being converted, duly endorsed, at the office of the Corporation or of any event within three (3) Business Days)transfer agent for such shares, provided that the Corporation shall at all times maintain an office or agency in New York City (Aor within 60 miles thereof) for such purposes; provided that the Company need not effect any issuance prior to receiving all documents required by this Section 4(a). The Corporation shall, promptly upon receipt of such Conversion Notice, issue and deliver to or upon the order of such holder, against delivery of the certificates representing the shares which have been converted, a certificate or certificates for the number of Common Shares to which such holder shall be entitled (with the number of and denomination of such certificates designated by such holder), and the Corporation shall promptly issue and deliver to such holder a certificate or certificates for the number of Class A Preferred Shares to which such holder is entitled has not yet elected to convert hereunder but which are evidenced in exchange for part by the certificate(s) delivered to the Corporation in connection with such Conversion Notice; the Corporation shall effect such issuance within three (3) Trading Days of the Conversion Date and shall transmit the certificates formerly by messenger or overnight delivery service to reach the address designated by such holder within three (3) Trading Days after the receipt of such Conversion Notice ("T+3"). In lieu of delivering physical certificates representing Convertible Preference the Common Shares and issuable upon conversion of Preferred Shares or exercise of Warrants, provided the Company's transfer agent is participating in the Depository Trust Company (B"DTC") pay to such Fast Automated Securities Transfer ("FAST") program, upon request of the holder, the Corporation shall use its best efforts to cause its transfer agent to electronically transmit the Common Shares issuable upon conversion or exercise to the extent holder), by crediting the account of funds legally available therefor, all declared and unpaid Participating Dividends on holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the Convertible Preference Shares that are being converted into Class A Shareselectronic transmittals through the DWAC system. Such The parties agree to coordinate with DTC to accomplish this objective. The conversion will pursuant to this Section 4 shall be deemed to have been made immediately prior to the close of business on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp person or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.persons entitled

Mechanics of Conversion. (i) Promptly after 1. On the second Business Day immediately succeeding the Conversion Date (and in any event within three (3) Business Days)Date, the Corporation shall (A) issue and deliver to such holder each Holder the number of Class A Common Shares to which such holder Holder is entitled in exchange for the certificates or DRS statement formerly representing Convertible Preference Shares Preferred Shares, accompanied by a written representation by the Holder in favor of the Corporation (and (Benforceable by the Corporation against such Holder) pay to such holder, as to the extent number of funds legally available therefor, all declared and unpaid Participating Dividends on Common Shares then beneficially owned by the Convertible Preference Shares that are being converted into Class A SharesHolder (where “beneficial ownership” is calculated in accordance with NI 62-104 without giving effect to any applicable Conversion Cap). Such Any conversion pursuant to Section 1.07(a) or 1.07(c) will be deemed to have been made as of 5:00 p.m. (Toronto time) on the Conversion Date, while any conversion pursuant to Section 1.07(b) will be deemed to have been made as of immediately prior to the consummation of the Change of Control Transaction, and the person Person entitled to receive the Class A Common Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Common Shares on such Conversion Date. In the event that the Corporation elects to have all Convertible Preferred Shares convert pursuant to Section 1.07(b) and such Change of Control Transaction is not consummated in accordance with its terms, such conversion shall be of no force and effect. In case fewer than all the shares Convertible Preferred Shares represented by any such certificate or DRS statement are to be converted, a new certificate or DRS statement shall be issued representing the unconverted shares Convertible Preferred Shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates or DRS statement for Class A Common Shares or Convertible Preference Preferred Shares are issued registered in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Common Shares upon conversion or due upon the issuance of a new certificate or DRS statement for any Convertible Preference Preferred Shares not converted other than any such tax due because Class A Common Shares or a certificate or DRS statement for Convertible Preference Preferred Shares are issued in a name other than the name of the converting holderHolder, which shall be paid by the converting Holder. (ii) 2. From and after the Conversion Date, the Convertible Preference Preferred Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights and privileges of the holder thereof as a holder of Convertible Preference Shares Holder (except the right to receive from the Corporation the Class A Common Shares upon conversion, together with conversion and any cash payment required as a result of the right to receive any declared and unpaid Participating Dividends thereonapplication of the Conversion Cap) shall cease and terminate with respect to such shares; provided, that in Convertible Preferred Shares. 3. The Holder of any Convertible Preferred Share on the event that a record date for any Convertible Preference Share is not converted, Preferred Dividend declared payable on such Convertible Preference Share will remain outstanding and will share shall be entitled to all such dividend notwithstanding that such share is converted into a Common Share after such record date and on or before the date of the rights as provided hereinpayment of such dividend. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) 4. All Class A Common Shares issued upon conversion of the Convertible Preference Preferred Shares will, upon issuance by the Corporation, be duly and validly issued, as fully paid and nonassessablenon-assessable Common Shares in the capital of the Corporation.

Mechanics of Conversion. As a condition to affecting the conversion set forth in Section 1.1(b) above, the Holder shall properly complete and deliver to the Company a Notice of Conversion, a form of which is annexed hereto as Exhibit B (i“Conversion Notice” or Notice of Conversion”). The Notice of Conversion shall set forth the Outstanding Balance together with all unpaid interest accrued thereon of this Note to be converted and the date on which such conversion shall be affected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. Upon timely delivery to the Borrower of the Notice of Conversion, certificates evidencing that number of shares of Common Stock for the portion of the Note converted in accordance herewith shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s broker with The Depository Trust Company through its Deposit / Withdrawal at Custodian system if the Company is then a participant in such system and either (A) Promptly there is an effective registration statement permitting the issuance of the Conversion Shares to, or resale of the Conversion Shares by, the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, Rule 144A, Regulation S and otherwise by physical delivery to the address specified by the Holder in the Notice of Conversion by the date that is two Trading Days after the Conversion Date (and in any event within three (3) Business Dayssuch third day being the “Share Delivery Date”). The Borrower will not issue fraction shares or scrip representing fractions of shares upon conversion, but the Corporation shall (A) issue and deliver to such holder Borrower will round the number of Class A the shares up to the nearest whole share. Moreover, and notwithstanding anything to the contrary herein or in any other Transaction Document, in the event Borrower or its transfer agent refuses to deliver any Conversion Shares or shares without a restrictive securities legend to Lender on grounds that such issuance is in violation of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”), Borrower shall deliver or cause its transfer agent to deliver the applicable Conversion Shares to which such holder is entitled Lender with a restricted securities legend, but otherwise in exchange for accordance with the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent provisions of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Datethis Agreement. In case fewer than all the shares represented by any such certificate are conjunction therewith, Bxxxxxxx will also deliver to be converted, Lender a new certificate shall be issued representing the unconverted shares without cost written explanation from its counsel or its transfer agent’s counsel opining as to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon why the issuance of a new certificate for any Convertible Preference the applicable Conversion Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderviolates Rule 144. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly In order for a holder of Series BB Preferred Stock to convert shares of Series BB Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Series BB Preferred Stock, at the office of the transfer agent for the Series BB Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of Series BB Preferred Stock represented by such certificate or certificates. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his or its attorney duly authorized in writing. The date of receipt of such certificates and notice by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) shall be the conversion date (the “Series BB Conversion Date”). The Corporation shall, as soon as practicable after the Series BB Conversion Date (and in any event within three (3) Business Days)Date, the Corporation shall (A) issue and deliver at such office to such holder of Series BB Preferred Stock a certificate or certificates for the number of Class A Shares shares of Common Stock to which such holder is entitled in exchange for shall be entitled. As of the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Series BB Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion certificates of Common Stock shall be treated regarded for all corporate purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the number of shares represented by any such certificate are of Common Stock to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp which he or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due it is entitled upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderconversion. (ii) From The Corporation shall, at all times when the Series BB Preferred Stock shall be outstanding, reserve and after keep available out of its authorized but unissued stock, for the Conversion Datepurpose of effecting the conversion of the Series BB Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the Convertible Preference Shares to be converted on such Conversion Date will conversion of all outstanding Series BB Preferred Stock. (iii) All shares of Series BB Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding, outstanding and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in shall immediately cease and terminate on the event that a Convertible Preference Share is not convertedSeries BB Conversion Date, such Convertible Preference Share will remain outstanding and will be entitled to all except only the right of the rights as provided herein. (iii) If the conversion is holders thereof to receive shares of Common Stock in connection with any sale, transfer or other disposition exchange therefor. Any shares of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, Series BB Preferred Stock so converted shall be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares retired and canceled and shall not be deemed reissued, and the Corporation may from time to have occurred until immediately prior time take such appropriate action as may be necessary to reduce the closing of such sale, transfer or other dispositionauthorized Series BB Preferred Stock accordingly. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. The conversion rights of holders of shares of Series A Preferred Stock shall be exercised by giving written notice that the holder elects to convert a stated number of shares of Series A Preferred Stock into Class A Common Stock to the corporation at its principal office (ior such other office or agency of the corporation as the corporation may designate by notice in writing to the holders of shares of Series A Preferred Stock). Before any holder of shares of Series A Preferred Stock shall be entitled to convert the same into shares of Class A Common Stock and to receive certificates therefor, the holder shall surrender the certificate or certificates representing the shares of Series A Preferred Stock to be converted, duly endorsed, at the principal office of the corporation (or such other office or agency of the corporation as the corporation may designate by notice in writing to the holders of Series A Preferred Stock) Promptly after (or shall notify the Conversion Date (corporation that such certificate has been lost, stolen or destroyed and shall execute an agreement satisfactory to the corporation to indemnify the corporation for any loss it may incur in any event within three (3) Business Daysconnection with such lost, stolen or destroyed certificate), and shall give written notice to the Corporation corporation at such office specifying the name or names in which such holder wishes the certificate or certificates for shares of Class A Common Stock to be issued if different from the name of such holder shown on the books and records of the corporation. No fractional shares of Class A Common Stock shall (A) be issued upon conversion of shares of Series A Preferred Stock. In lieu of any fractional share to which the holder would otherwise be entitled, the corporation may, in its sole discretion, elect to pay a cash amount equal to such fraction multiplied by the then effective Conversion Price. The corporation shall, as soon as practicable after delivery of such certificate or certificates, or such agreement and indemnification in the case of lost, stolen or destroyed certificate or certificates, issue and deliver to such holder of shares of Series A Preferred Stock a certificate or certificates for the number of shares of Class A Shares Common Stock to which such holder is shall be entitled in exchange for as aforesaid, and, if the certificates formerly representing Convertible Preference Shares and (B) pay corporation elects not to such holderissue fractional shares, a check payable to the extent holder in the amount of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into any cash amounts payable in lieu of a fractional share of Class A SharesCommon Stock resulting from the conversion. Such conversion will shall be deemed to have been made immediately prior to the close of business (the "Conversion Date") on the Conversion Datedate of surrender of the certificate or certificates representing the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the certificate or certificates for the shares of Class A Shares Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon Common Stock on such date. The corporation shall not be obligated to pay any dividends which shall have been declared and shall be payable to holders of shares of Series A Preferred Stock on a dividend payment date if the issuance of a new certificate dividend record date for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after dividend is subsequent to the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. No fractional Shares of Common Stock shall be issued upon the conversion of the Share Stock. If the number of Shares to be issued to the holders of the Share Stock is not a whole number, then the number of the Shares shall be rounded up to the nearest whole number. Before any holder of Share Stock shall be entitled to convert the same into full Shares of Common Stock, and to receive certificates therefor, he shall either (ixx) Promptly after surrender the Conversion Date certificate or certificates therefor, duly endorsed, at the office of the Corporation or (yy) notify the Corporation that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in any connection with such certificates, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that on the date of an automatic conversion event within three (3being that set forth in Section 5(c) Business Dayshereof), the outstanding Shares of Share Stock shall be converted automatically without any further action by the holders of such Shares and whether or not the certificates representing such Shares are surrendered to the Corporation or its transfer agent; provided further, however, that the Corporation shall (A) not be obligated to issue and deliver to such holder certificates evidencing the number Shares of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares Common Stock issuable upon such automatic conversion shall be treated for all purposes as event unless either the record certificates evidencing such Shares of Share Stock are delivered to the Corporation, or the holder notifies the Corporation that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an automatic conversion event, each holder of such Class A record of Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate of Share Stock shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights the holder of record of the holder thereof as a holder Common Stock issuable upon such conversion, notwithstanding that the certificates representing such Shares of Convertible Preference Shares (except Share Stock shall not have been surrendered at the right to receive office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of Shares of Share Stock, or that the Class A certificates evidencing such Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) of Common Stock shall cease and terminate with respect not then be actually delivered to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided hereinholder. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after Before the Holder shall be entitled to convert this Note into Conversion Shares in accordance with Section 3A, the Holder shall surrender this Note at the office of the Company, and shall give written notice to 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 the Conversion Date (and in any event within three (3) Business Days)Shares are to be issued. The Company shall, the Corporation shall (A) as soon as practicable thereafter, issue and deliver to such holder the Holder a certificate or certificates for the number of Class A Conversion Shares to which such holder is the Holder shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Sharesas aforesaid. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the Note to be converted, and the person entitled to receive the Class A Shares issuable upon such conversion Holder shall be treated for all purposes as the record holder of such Class A Shares on shares of Common Stock as of such Conversion Datedate. In case fewer the event of a conversion of less than all the shares represented by any such certificate are total Principal Amount, the Company shall, as soon as practicable thereafter, issue and deliver to be converted, the Holder a new certificate shall be issued representing Note for the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderremaining Principal Amount. (ii) From In the event of a conversion pursuant to the provisions of Section 3B hereof, the Company shall deliver to the Holder at its address appearing on the records of the Company a written notice of the imminent conversion of this Note (the “Conversion Notice”), requesting surrender of this Note for cancellation and written instructions regarding the registration and delivery of certificates for the Conversion Shares. In the event the Holder receives a Conversion Notice, the Holder shall be required to surrender this Note for cancellation within seven business days of the Conversion Notice (the “Conversion Date”), but the failure of the Holder so to surrender this Note shall not affect the conversion of the outstanding Principal Amount into Conversion Shares, provided that if the Note is not surrendered, an affidavit of lost note shall be provided. No holder of this Note shall be entitled upon conversion of this Note to have the Conversion Shares registered in the name of another person or entity without first complying with all applicable restrictions on the transfer of this Note. In the event the Holder does not provide the Company with written instructions regarding the registration and delivery of certificates for the Conversion Shares, the Company shall issue such shares in the name of the Holder and shall forward such certificates to the Holder at its address appearing on the records of the Company. The person entitled to receive the Conversion Shares shall be deemed to have become the holder of record of such shares at the close of business on the Conversion Date and the person entitled to receive share certificates for the Conversion Shares shall be regarded for all corporate purposes after the Conversion Date as the record holder of the number of Conversion Shares to which it is entitled upon the conversion. The Company may rely on record ownership of this Note for all corporate purposes, notwithstanding any contrary notice. After the Conversion Date, this Note shall, until surrendered to the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstandingCompany, and all rights of the holder thereof as a holder of Convertible Preference Shares (except represent the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such sharesConversion Shares; provided, however, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled Company shall have no obligation to all issue the Conversion Shares until the Holder has delivered either this Note or an affidavit of the rights as provided hereinloss. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly In order for a holder of Series B Preferred Stock to convert shares of Series B Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Series B Preferred Stock, at the office of the transfer agent for the Series B Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Series B Preferred Stock represented by such certificate or certificates. Such notice shall state such holder's name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his or its attorney duly authorized in writing. The date of receipt of such certificates and notice by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) shall be the conversion date ("Conversion Date"). The Corporation shall, as soon as practicable after the Conversion Date (and in any event within three (3) Business Days)Date, the Corporation shall (A) issue and deliver at such office to such holder of Series B Preferred Stock, or to his or its nominees, a certificate or certificates for the number of Class A Shares shares of Common Stock to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder entitled, together with cash in lieu of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance fraction of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holdershare. (ii) From The Corporation shall at all times when the Series B Preferred Stock shall be outstanding, reserve and after keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series B Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B Preferred Stock. Before taking any action which would cause an adjustment reducing the Conversion DatePrice below the then par value of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, the Convertible Preference Shares Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Price. Continuation Sheet 2E (iii) Upon any such conversion, no adjustment to the Conversion Price shall be converted made for any accrued but unpaid dividends on such Conversion Date will the Series B Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion. (iv) All shares of Series B Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding, outstanding and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in including the event that a Convertible Preference Share is not convertedrights, such Convertible Preference Share will remain outstanding if any, to receive notices and will be entitled to all vote, shall immediately cease and terminate on the Conversion Date, except only the right of the rights as provided herein. (iii) If the conversion is holders thereof to receive shares of Common Stock in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option exchange there for and payment of any holder tendering any Convertible Preference Share for conversion, dividends accrued but unpaid thereon. Any shares of Series B Preferred Stock so converted shall be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares retired and canceled and shall not be deemed reissued, and the Corporation (without the need for stockholder action) may from time to have occurred until immediately prior time take such appropriate action as may be necessary to reduce the closing of such sale, transfer or other dispositionauthorized Series B Preferred Stock accordingly. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (ia) Promptly after the Conversion Date (and in any event within Not later than three (3) Business Days)Trading Days after any Conversion Date, the Corporation Maker or its designated transfer agent, as applicable, shall (A) issue and deliver to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and Depository Trust Company (B“DTC”) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends account on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Conversion DateNotice, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued registered in a name other than the name of the converting holderHolder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. The Corporation shall pay In the alternative, not later than three (3) Trading Days after any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares Maker shall deliver to the applicable Holder by express courier a certificate or certificates which shall be converted on such Conversion Date will no longer be deemed to be outstanding, free of restrictive legends and all rights trading restrictions (other than those required by Section 5.1 of the holder thereof as a holder Purchase Agreement) representing the number of Convertible Preference Shares shares of Common Stock being acquired upon the conversion of this Note (except the right “Delivery Date”). Notwithstanding the foregoing to receive from the Corporation contrary, the Class A Shares upon conversion, together with Maker or its transfer agent shall only be obligated to issue and deliver the right shares to receive any declared and unpaid Participating Dividends thereonthe DTC on the Holder’s behalf via DWAC (or certificates free of restrictive legends) shall cease and terminate with respect to if such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer a sale and the Holder has complied with the applicable prospectus delivery requirements (as evidenced by documentation furnished to and reasonably satisfactory to the Maker) or such shares may be sold pursuant to Rule 144 or other disposition exemption under the Securities Act. If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. (b) The Maker understands that a delay in the delivery of the Class A Shares shares of Common Stock upon conversion of this Note beyond the Delivery Date could result in economic loss to the Holder. If the Maker fails to deliver to the Holder such shares via DWAC (or, if applicable, certificates) by the Delivery Date, the Maker shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered (if applicable), together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of (A) (i) 1% of the aggregate principal amount of the Notes requested to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Notes requested to be converted for each Trading Day thereafter and (B) $2,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein shall limit a Holder’s right to pursue actual damages for the Maker’s failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw a Conversion Notice, and upon such withdrawal the Maker shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Conversion Notice is withdrawn. (c) In addition to any other rights available to the Holder, if the Maker fails to cause its transfer agent to transmit via DWAC or transmit to the Holder a certificate or certificates representing the shares of Common Stock issuable upon conversion of this Note on or before the Convertible Preference SharesDelivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon conversion of this Note which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Maker shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Common Stock issuable upon conversion of this Note that the Maker was required to deliver to the Holder in connection with the conversion mayat issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of any holder tendering any Convertible Preference Share for conversionthe Holder, be conditioned upon either reinstate the closing portion of the saleNote and equivalent number of shares of Common Stock for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Maker timely complied with its conversion and delivery obligations hereunder. For example, transfer if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Maker shall be required to pay the Holder $1,000. The Holder shall provide the Maker written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Maker. Nothing herein shall limit a Xxxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the disposition Maker’s failure to timely deliver certificates representing shares of Class A Shares issuable Common Stock upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior this Note as required pursuant to the closing of such sale, transfer or other dispositionterms hereof. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. To convert Preferred Units into Common Units, the Holder shall give written notice (“Conversion Notice”) to the Company in the form of page 1 of Exhibit A hereto (which Conversion Notice may be given by facsimile transmission) stating that such Holder elects to convert the same and shall state therein the number of Preferred Units to be converted; provided that such number must be at least the lesser of 10,000 or the number of outstanding Preferred Units, and the name or names in which such Holder wishes the certificate or certificates for Common Units to be issued. The date of the Conversion Notice shall be hereinafter be referred to as the “Conversion Notice Date.” The Holder may not submit more than one Conversion Notice during any 30 day period. No later than 5 Trading Days after receipt of the Conversion Notice, the Company shall notify Holder in writing (the “Company Notice”) of its option to either (i) Promptly issue Common Units to Holder or (ii) pay to Holder the Conversion Value of the Preferred Units in cash pursuant to the Currency Conversion Option. The Company shall then either issue the Common Units or pay the Conversion Value of the Preferred Units being redeemed, as indicated to the Holder, on a date (the “Conversion Date”) no later than 30 days after Conversion Notice Date. In the event that the Company shall have elected to issue Common Units, the Company shall, in the Company Notice, indicate its computation of the number of Common Units to be received by Holder. On the Conversion Date and subject to the book-entry provisions set forth below, such Holder shall surrender the certificate or certificates representing the Preferred Units being converted, duly endorsed, at the office of the Company or, if identified in writing to Holder by the Company, at the offices of any transfer agent for such units. If the Company shall have elected to pay the Conversion Value to Holders on the Conversion Date, it shall wire Federal Funds in the amount of the Conversion Value to the account of the Holder specified by Holder to the Company. If the Company has elected to issue Common Units, then on the Conversion Date, the Company shall issue Holder a certificate or certificates for the number of Common Units to which such Holder shall be entitled (with the number of and in any event within three (3) Business Daysdenomination of such certificates designated by such Holder), and the Corporation Company shall (A) immediately issue and deliver to such holder Holder a certificate or certificates for the number of Class A Shares to Preferred Units (including any fractional shares) which such holder is entitled Holder has not yet elected to convert hereunder but which are evidenced in exchange for part by the certificates formerly representing Convertible Preference Shares and (Bcertificate(s) pay to such holder, delivered to the extent Company in connection with such Conversion Notice. If certificates evidencing the Common Units are not received by the Holder within five (5) Trading Days of funds legally available thereforthe Conversion Date, all declared then the Holder will be entitled to: (i) revoke and unpaid Participating Dividends on withdraw its Conversion Notice, in whole or in part, at any time prior to its receipt of those certificates or (ii) be paid immediately the Convertible Preference Shares that are being converted into Class A SharesConversion Value by the Company instead of receiving Common Units. Such In lieu of delivering physical certificates representing the Common Units issuable upon conversion will of Preferred Units, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Units issuable upon conversion or dividend payment to the Holder, by crediting the account of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The time periods for delivery described above, shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The conversion pursuant to this Section 6 shall be deemed to have been made immediately prior to the close of business on the Conversion Date, and the . The person or persons entitled to receive the Class A Shares Common Units issuable upon such conversion shall be treated for all purposes as the record holder Holder or Holders of such Class A Shares Common Units at the close of business on such the Conversion Date. In case fewer than all the shares represented by any such certificate are The Company’s obligation to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares Common Units upon conversion of Preferred Units shall, subject to compliance with this subsection (a) in all material respects, be absolute, is independent of any covenant of any Holder of Preferred Units, and shall not be subject to: (i) any offset or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares defense; or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after any claims against the Conversion DateHolders of Preferred Units whether pursuant to this Certificate of Designations, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference SharesPurchase Agreement, the conversion mayRegistration Rights Agreement, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other dispositionotherwise. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after the Conversion Date (and in any event within three (3) Business Days), the Corporation shall (A) issue and deliver to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Series 8 Convertible Preference Preferred Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Series 8 Convertible Preference Preferred Shares that are being converted into Class A Shares; provided, that any accrued and unpaid Dividends not paid to such holder pursuant to the foregoing clause (B) shall, subject to SECTION 6(b), be converted into a number of duly authorized, validly issued, fully paid and nonassessable Class A Shares equal to the number determined by dividing (x) the aggregate amount of such accrued and unpaid Dividends on the Series 8 Convertible Preferred Shares that are being converted by (y) the then current Conversion Price. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Series 8 Convertible Preference Preferred Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Series 8 Convertible Preference Preferred Shares not converted other than any such tax due because Class A Shares or a certificate for Series 8 Convertible Preference Preferred Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Series 8 Convertible Preference Preferred Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Series 8 Convertible Preference Preferred Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared accrued and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Preferred Share is not converted, such Series 8 Convertible Preference Preferred Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Series 8 Convertible Preference Preferred Shares, the conversion may, at the option of any holder tendering any Series 8 Convertible Preference Preferred Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Series 8 Convertible Preference Preferred Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Series 8 Convertible Preference Preferred Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Series 8 Convertible Preference Preferred Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after 7.2.1 To convert Series B Preferred Stock, in whole or in part as provided herein at the Conversion Date (and in any event within three (3) Business Days)holder's election, a holder of Series B Preferred Stock shall give written notice to the Corporation shall (Aby means of first class U.S. mail or by facsimile addressed to the attention of the President) issue and deliver of his intention to such holder convert, stating the number of Class A Shares to which such holder is entitled in exchange for shares of Series B Preferred Stock and the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent amount of funds legally available therefor, all declared any accumulated and unpaid Participating Dividends on the Convertible Preference Shares dividends that are being is to be converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the name and address of each person entitled to receive the Class A Shares in whose name a share or shares of Common Stock issuable upon such conversion shall is to be treated registered, such conversion to be effective on receipt of the notice of conversion. 7.2.2 As promptly as practical after the giving of notice to convert as herein provided, and the surrender of the certificates representing the shares of Series B Preferred Stock converted, the Corporation shall: (i) pay the holder (to the extent not converted as provided above) the amount of accrued and unpaid dividends on Series B Preferred Stock to the date on which such conversion is made, either in cash or by means of shares of Common Stock as set forth above; and (ii) deliver or cause to be delivered at its office or agency maintained for all purposes as that purpose to or upon written order of the record holder of such Class A Shares on such Conversion Date. In case fewer than all the Series B Preferred Stock certificates representing the number of fully paid and nonassessable shares represented by any such certificate are to be convertedof Common Stock of the Corporation into which the Series B Preferred Stock is converted and, a new certificate shall be issued in the event of partial conversion, certificates representing the unconverted shares without cost of Series B Preferred Stock, dated as of the date the Series B Preferred Stock is converted in part, and in all other respects identical to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued Series B Preferred Stock converted. 7.2.3 The total number of shares of Common Stock into which a share of Series B Preferred Stock may be converted initially will be determined by dividing the Original Issue Price of $1,000.00 by the conversion price. The conversion price shall initially be $2.00 in a name other than the name lawful money of the converting holder. The Corporation United States of America and shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued be adjusted as provided in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstandingParagraph 7.4 hereof, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. below (iii) If hereinafter called the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable."Conversion Price"

Mechanics of Conversion. (i) Promptly after the Conversion Date (and in any event within 3.3.1 Not later than three (3) Business Days)Trading Days after any Conversion Date, the Corporation Maker or its designated transfer agent, as applicable, shall (A) issue and deliver to such holder the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and Depository Trust Company (B“DTC”) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends account on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Conversion DateNotice, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued registered in a name other than the name of the converting holderHolder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. The Corporation shall pay In the alternative, not later than three (3) Trading Days after any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares Maker shall deliver to the applicable Holder by express courier a certificate or certificates which shall be converted free of restrictive legends and trading restrictions representing the number of shares of Common Stock being acquired upon the conversion of this Note (the “Delivery Date”). Notwithstanding the foregoing to the contrary, the Maker or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on the Holder’s behalf via DWAC (or certificates free of restrictive legends) if such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with a sale and the Holder has complied with the applicable prospectus delivery requirements (as evidenced by documentation furnished to and reasonably satisfactory to the Maker) or the Holder may effect such sales pursuant to Rule 144 under the Securities Act. If in the case of any saleConversion Notice such certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, transfer the Holder shall be entitled by written notice to the Maker at any time on or other disposition before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3.2 and 3.3.3 shall be payable through the date notice of rescission is given to the Maker. 3.3.2 The Maker understands that a delay in the delivery of the Class A Shares shares of Common Stock upon conversion of this Note beyond the Delivery Date could result in economic loss to the Holder. If the Maker fails to deliver to the Holder such shares via DWAC (or, if applicable, certificates) by the Delivery Date, the Maker shall pay to the Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered (if applicable), together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of (A) (i) 5% of the amount of this Note requested to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 10% of the amount of this Note requested to be converted for each Trading Day thereafter and (B) $2,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein shall limit the Holder’s right to pursue actual damages for the Maker’s failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and the Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw a Conversion Notice, and upon such withdrawal the Maker shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3.2 through the date the Conversion Notice is withdrawn. 3.3.3 In addition to any other rights available to the Holder, if the Maker fails to cause its transfer agent to transmit via DWAC or transmit to the Holder a certificate or certificates representing the shares of Common Stock issuable upon conversion of this Note on or before the Convertible Preference SharesDelivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon conversion of this Note which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Maker shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Common Stock issuable upon conversion of this Note that the Maker was required to deliver to the Holder in connection with the conversion mayat issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of any holder tendering any Convertible Preference Share for conversionthe Holder, be conditioned upon either reinstate the closing portion of the saleNote and equivalent number of shares of Common Stock for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Maker timely complied with its conversion and delivery obligations hereunder. For example, transfer if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Maker shall be required to pay the Holder $1,000. The Holder shall provide the Maker written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Maker. Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the disposition Maker’s failure to timely deliver certificates representing shares of Class A Shares issuable Common Stock upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior this Note as required pursuant to the closing of such sale, transfer or other dispositionterms hereof. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion of a share of Preferred Stock hereunder shall equal the Stated Value on the Conversion Date of such share of Preferred Stock to be converted, divided by the Conversion Price in effect on the Conversion Date. (b) Upon conversion of any Preferred Stock, the Company shall promptly (but in no event later than four Trading Days after the Conversion Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (i) Promptly a certificate for the Underlying Shares issuable upon such conversion, free of restrictive legends unless a registration statement covering the resale of the Underlying Shares and naming the Holder as a selling stockholder thereunder is not then effective and such Underlying Shares are not then freely transferable without volume restrictions pursuant to Rule 144 under the Securities Act, and (ii) a bank check in the amount of all accrued and unpaid dividends on the Preferred Stock so converted (if the Company has elected or is required to pay such accrued dividends in cash). Within three Trading Days after the Conversion Date (and in any event within three (3) Business Days)receipt thereof, the Corporation shall (AHolder will deliver the original certificate(s) issue and deliver to such holder evidencing the number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, Preferred Stock so converted to the extent Company, unless the Holder is awaiting receipt of funds legally available therefora new certificate evidencing such shares from the Company pursuant to another provision hereof. The Holder, all declared and unpaid Participating Dividends on or any Person so designated by the Convertible Preference Shares that are being converted into Class A Holder to receive Underlying Shares. Such conversion will , shall be deemed to have been made on become holder of record of such Underlying Shares as of the Conversion Date. The Company shall, and upon request of the person entitled Holder, use its best efforts to receive deliver Underlying Shares hereunder electronically through the Class A Shares issuable upon Depository Trust Corporation or another established clearing corporation performing similar functions. (c) If a Holder is converting less than all shares of Preferred Stock represented by the certificate or certificates delivered by such Holder to the Company in connection with such conversion, or if such conversion cannot be effected in full for any reason, the Company shall be treated for all purposes as the record holder of promptly deliver to such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, Holder a new certificate shall be issued representing the unconverted number of shares without cost of Preferred Stock not converted. (d) The Company's obligations to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A and deliver Underlying Shares upon conversion of Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or due upon inaction by any Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by any Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by any Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to any Holder in connection with the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderUnderlying Shares. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly In order for a holder of Preferred Stock to convert shares of Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Preferred Stock (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of Preferred Stock represented by such certificate or certificates. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The date of receipt of such certificates (or lost certificate affidavit and agreement) and notice by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) shall be the conversion date (“Conversion Date”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Date (and in any event within three (3) Business Days)Date, the Corporation shall (A) issue and deliver at such office to such holder of Preferred Stock a certificate or certificates for the number of Class A Shares shares of Common Stock to which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder entitled, together with cash in lieu of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance fraction of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holdershare. (ii) From The Corporation shall at all times when any Preferred Stock shall be outstanding, reserve and after keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Stock. Before taking any action which would cause an adjustment reducing either of the Conversion DatePrices below the then par value of the shares of Common Stock issuable upon conversion of the Preferred Stock, the Convertible Preference Shares Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Prices. (iii) Upon any such conversion, no adjustment to the Conversion Prices shall be converted made for any declared but unpaid dividends on such Conversion Date will the Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion. (iv) All shares of Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding, outstanding and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in including the event that a Convertible Preference Share is not convertedrights, if any, to receive notices and to vote such Convertible Preference Share will remain outstanding shares of Preferred Stock, shall immediately cease and will be entitled to all terminate on the Conversion Date, except only the right of the rights holders thereof to receive shares of Common Stock in exchange therefor and payment of any dividends declared but unpaid thereon. Any shares of Preferred Stock so converted shall be retired and cancelled and shall not be reissued, and the Corporation (without the need for stockholder action) may from time to time take such appropriate action as provided hereinmay be necessary to reduce the authorized number of shares of Preferred Stock and the number of shares of Series A-1 Preferred Stock and/or Series A-2 Preferred Stock, accordingly. (iiiv) If the conversion is The Corporation shall pay any and all issue and other taxes that may be payable in connection with respect of any sale, transfer issuance or other disposition delivery of the Class A Shares issuable shares of Common Stock upon conversion of the Convertible Preference Sharesshares of Preferred Stock pursuant to this Section 5. The Corporation shall not, the conversion mayhowever, at the option be required to pay any tax which may be payable in respect of any holder tendering any Convertible Preference Share for conversion, be conditioned upon transfer involved in the closing issuance and delivery of the sale, transfer or the disposition shares of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or Common Stock in a name other acquirer in such sale, transfer or disposition, than that in which event the shares of Preferred Stock so converted were registered, and no such conversion of issuance or delivery shall be made unless and until the person or entity requesting such Convertible Preference Shares shall not be deemed to have occurred until immediately prior issuance has paid to the closing Corporation the amount of any such saletax or has established, transfer or other disposition. (iv) All Class A Shares issued upon conversion to the satisfaction of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessablethat such tax has been paid.

Mechanics of Conversion. (iBefore any Holder shall be entitled to convert shares of Series A Preferred into shares of Common Stock and to receive certificates therefor, such Holder shall surrender the certificate or certificates therefor, duly endorsed, at the principal office of the Corporation or of any transfer agent for the Series A Preferred, and shall give written notice to the Corporation at such office that such Holder elects to convert the same; PROVIDED, HOWEVER, that in the event of an automatic conversion pursuant to SECTION 4(B) Promptly after hereof, the Conversion Date (outstanding shares of Series A Preferred shall be converted automatically without any further action by the Holders and in any event within three (3) Business Days), whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; and provided further that the Corporation shall (A) not be obligated to issue certificates evidencing the shares of Class B Common Stock issuable upon such automatic conversion unless and until the certificates evidencing such shares of Series A Preferred are either delivered to the Corporation or its transfer agent as provided above, or the Holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder Holder a certificate or certificates for the number of shares of Common Stock or Class A Shares B Common Stock, as the case may be, to which it, he or she shall be entitled and, at the option of such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holderHolder, either a check payable to the extent Holder in the amount of funds legally available thereforany accrued but unpaid dividends payable pursuant to SECTION 2 hereof, all declared and any accrued and unpaid Participating Dividends on interest thereon, or the Convertible Preference Shares that are being converted number of fully paid and nonassessable shares of Common Stock or Class B Common Stock, as the case may be, which results from dividing the Conversion Price in effect at such time into Class A Sharesthe aggregate of all such accrued but unpaid dividends and accrued and unpaid interest. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the shares of Series A Preferred to be converted, or, in the case of automatic conversion, simultaneously upon the occurrence of the event leading to such automatic conversion, and the person or persons entitled to receive the shares of Common Stock or Class A Shares B Common Stock, as the case may be, issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock or Class A Shares B Common Stock, as the case may be, on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderdate. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (iBefore any holder of Series A, Series A-1, Series A-2, Series B or Series B-1 Preferred shall be entitled to convert the same into full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same; provided, however, that in the event of a conversion pursuant to Sections C(2), C(4)(d) Promptly after the Conversion Date (and in any event within three (3) Business Daysor C(4)(e), the outstanding shares of Series A, Series A-1, Series A-2, Series B and Series B-1 Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent, and, provided further, that the Corporation shall (A) not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Preferred Stock are either delivered to the Corporation or its transfer agent, as provided above, or the holder notifies the Corporation or the Corporation's transfer agent that such certificates have been lost, stolen or destroyed and executes an affidavit to such effect, in a form reasonably satisfactory to the Corporation. The Corporation shall, as soon as practicable after such delivery, or such affidavit in the case of a lost certificate, issue and deliver at such office to such holder of Series A, Series A-1, Series A-2, Series B or Series B-1 Preferred, a certificate or certificates for the number of Class A Shares shares of Common Stock to which such the holder is shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, a check payable to the extent holder in the amount of funds legally available therefor, all declared and unpaid Participating Dividends on any cash amounts payable as the Convertible Preference Shares that are being converted result of a conversion into Class A Sharesfractional shares of Common Stock. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the shares of Series A, Series A-1, Series A-2, Series B or Series B-1 Preferred to be converted, in the case of automatic conversion in connection with an underwritten public offering, immediately prior to the closing of the offering, or in the case of conversion in connection with the consent of the holders of at least 66 2/3% of the Preferred Stock then outstanding, immediately upon receipt of such consent, and the person or persons entitled to receive the Class A Shares shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares shares of Common Stock on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holderdate. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (ia) Promptly after No fractional shares will be issued upon conversion of this Note. In lieu of any fractional share to which the Conversion Date Note Holder would otherwise be entitled, the Company will pay to the Note Holder in cash any amount that would otherwise be converted into such fractional share. (and in any b) In the event within three (3) Business Daysthat this Note is converted into New Stock pursuant to Section 3(a), the Corporation Note Holder shall (A) surrender this Note, duly endorsed, to the Company at the closing of the Qualified Financing and the Note shall thereupon be canceled. As soon as practicable following surrender of this Note and at its expense, the Company will issue and deliver to such holder the Note Holder, a certificate or certificates representing the number of Class A Shares shares of New Stock to which such holder the Note Holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with a check payable to the right Note Holder for any cash amounts payable pursuant to receive any declared and unpaid Participating Dividends thereonSection 4(a). (c) shall cease and terminate with respect to such shares; provided, that in In the event that this Note is converted into Series A Preferred Stock pursuant to Section 3(b), the Requesting Holders shall notify the Company at least ten (10) calendar days prior to the date that the Requesting Holders intend to effect the Optional Conversion. Prior to the consummation of the Optional Conversion, if a Convertible Preference Share sufficient number of shares of Series A Preferred Stock is not convertedauthorized under the Company’s certificate of incorporation, such Convertible Preference Share will remain outstanding and will be entitled as then in effect, the Company shall take all corporate action necessary to all authorize the requisite number of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition shares of the Class Series A Shares issuable Preferred Stock for issuance upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately Note prior to the closing issuance of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion shares. At the time of the Convertible Preference Shares willconsummation of the Optional Conversion, the Note Holder shall surrender this Note, duly endorsed, to the Company and this Note shall thereupon be canceled. As soon as practicable following surrender of this Note and at its expense, the Company will issue and deliver to the Note Holder, a certificate or certificates representing the number of shares of Series A Preferred Stock to which the Note Holder is entitled upon issuance by the CorporationOptional Conversion, be duly and validly issued, fully paid and nonassessabletogether with a check payable to the Note Holder for any cash amounts payable pursuant to Section 4(a).

Mechanics of Conversion. (i) Promptly after Before any holder of Series A Preferred Stock shall be entitled to convert the Conversion Date (same into full shares of Class A Common Stock, the holder shall surrender the certificate or certificates therefor, duly endorsed for transfer, at the office of the Corporation or any transfer agent of the Corporation and in shall give written notice to the Corporation at such office that such holder elects to convert the same, such notice to state the name or names and addresses to which certificates for Class A Common Stock will be issued. No fractional shares of Class A Common Stock shall be issued upon conversion of Series A Preferred Stock. In lieu of any event within three (3) Business Days)fractional shares to which the bolder would otherwise be entitled, the Corporation shall (A) pay cash equal to such fraction multiplied by the then fair market value of Class A Common Stock as determined by the Board of Directors in good faith. The Corporation shall, as soon as practicable thereafter, issue and deliver to such holder of Series A Preferred Stock, or to a third party such holder may designate in writing, a certificate or certificates for the number of shares of Class A Shares Common Stock to which such holder is shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares as aforesaid and (B) pay to such holder, a check payable to the extent holder in the amount of funds legally available therefor, all declared and unpaid Participating Dividends on any cash amounts payable as the Convertible Preference Shares that are being converted result of conversion into fractional shares of Class A SharesCommon Stock, plus unpaid dividends, if any, and if less than all the shares of the Series A Preferred Stock represented by such certificates are converted, a certificate representing the shares of Series A Preferred Stock not so converted. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Class A Shares Common stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted Common Stock on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) date. If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Sharesan IPO, the conversion may, at the option of any holder tendering any Convertible Preference Share surrendering Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale, transfer or the disposition sale of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in securities pursuant to such sale, transfer or dispositionoffering, in which event the person(s) entitled to receive the Class A Common Stock or other property issuable upon such conversion of such Convertible Preference Shares the Series A Preferred Stock shall not be deemed to have occurred converted such Series A Preferred until immediately prior to the closing of such salesale of securities. Notice of such conversion in connection with an IPO shall be given by the Corporation by mail, transfer postage pre-paid, to the holders of the Series A Preferred Stock, at their addresses shown in the Corporation’s records, at least ten (10) days prior to the closing date of the sale of such securities. On or other disposition. (iv) All after the closing date as specified in such notice, each holder of Series A Preferred Stock shall surrender such holder’s certificate or certificates representing such shares of Series A Preferred Stock for the number of shares of Class A Shares issued upon conversion Common Stock to which such holder is entitled at the office of the Convertible Preference Shares willCorporation or any transfer agent for the Class A Common Stock. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Preferred Stock a certificate or certificates for the number of shares of Class A Common Stock to which such holder shall be entitled as aforesaid, and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock and any declared but unpaid dividends. The conversion shall be deemed to have occurred as of the close of business on the actual closing date with respect to the sale of such securities, and, notwithstanding that any certificate representing the Series A Preferred Stock to be converted shall not have been surrendered, each holder of such shares of Series A Preferred Stock shall thereafter be treated for all purposes as the record holder of the number of shares of Class A Common Stock issuable to such holder upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessablesuch conversion.

Mechanics of Conversion. Within 60 days following receipt of a Demand Notice, Borrower may at its option elect to automatically convert the outstanding Principal Amount and unpaid accrued interest thereon as of such date into shares of the Borrower's Series B Preferred Stock, $.10 par value per share (the "Series B Preferred Stock"), in accordance with this Section 7. The Borrower shall give at least 15 days prior notice to Lender of the date on which such automatic conversion is to be effectuated (such date, the "Conversion Date"). The number of shares of Series B Preferred Stock (calculated to the nearest 1/100,000th of a share) to which Lender shall be entitled upon such automatic conversion shall be determined by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as of the Conversion Date by (y) the average Closing Price (as defined below) for the twenty trading days immediately prior to the Conversion Date. "Closing Price" means, the price with respect to the shares of the Borrower's Common Stock on any day, (i) Promptly after the Conversion Date (and last reported sales price, or in any event within three (3) Business Days)the case no such reported sale takes place on such day, the Corporation shall (A) issue average of the reported closing bid and deliver to such holder the number of Class A Shares to asked prices, in either case on any national securities exchange on which such holder is entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion will be deemed to have been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate of Common Stock are listed or admitted to be convertedtrading, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From if the shares of Common Stock are not listed on any national securities exchange, the average of the closing bid and after asked prices in the over-the-counter market as furnished by any NYSE member firm selected from time to time by Borrower for that purpose, or (iii) if such prices in the over-the-counter market are not available, the fair market value of such shares. On the Conversion Date, the Convertible Preference Shares to outstanding Principal Amount and unpaid accrued interest thereon shall be converted on such Conversion Date will no longer automatically into the Series B Preferred Stock without further action by the Lender and whether or not this Note has been surrendered to Borrower or its transfer agent, and Lender shall be deemed to be outstanding, and all rights the shareholder of record as of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate Conversion Date with respect to such shares; providedthe Series B Preferred Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, that duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Series B Preferred Stock in the event that a Convertible Preference Share is not converted, name or names in which Lender wishes such Convertible Preference Share will remain outstanding and will certificate or certificates for the Series B Preferred Stock to be entitled to all issued. If within fourteen (14) days of the rights as provided herein. (iii) If Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the conversion is obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with any sale, transfer or other disposition inability of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in Lender to deliver such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other dispositionNote. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. (i) Promptly after Before any holder of Junior Series-1 Preferred shall be entitled to convert the Conversion Date (and same into shares of Common as provided in any event within three (3) Business Daysparagraph IV.F(2)(a), he shall surrender the certificate or certificates therefor, duly endorsed (or, if the holder notifies the Corporation that such certificate(s) have been lost, stolen or destroyed, an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates), at the office of the Corporation and shall (A) give written notice to the Corporation at such office that he elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Junior Series-1 Preferred a certificate or certificates for the number of Class A Shares shares of Common to which such holder is he shall be entitled in exchange for the certificates formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Sharesas aforesaid. Such conversion will shall be deemed to have been made immediately prior to the close of business on the Conversion Datedate of such surrender of the shares of Junior Series-1 Preferred to be converted, and the person or persons entitled to receive the Class A Shares shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares shares of Common on such Conversion Datedate. In case fewer than all the event of an automatic conversion pursuant to paragraph IV.F(2)(b), the outstanding shares of Junior Series-1 Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation; provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares represented of Common issuable upon such automatic conversion unless the certificates evidencing such shares of Junior Series-1 Preferred are either delivered to the Corporation as provided above, or the holder notifies the Corporation that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by any it in connection with such certificate are certificates. The Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to be convertedsuch holder of Junior Series-1 Preferred, a new certificate or certificates for the number of shares of Common to which he shall be issued representing the unconverted shares without cost entitled as aforesaid and a check payable to the holder thereof, except for in the amount of any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than cash amounts payable as the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance result of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name conversion into fractional shares of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer Common. Such conversion shall be deemed to have been made immediately prior to and shall be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other disposition of the Class A Shares issuable upon conversion of the Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned contingent upon the closing of a Qualified Offering, and the sale, transfer person or persons entitled to receive the disposition shares of Class A Shares Common issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion shall be treated for all purposes as the record holder or holders of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing shares of Common on such sale, transfer or other dispositiondate. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.

Mechanics of Conversion. Before any holder of Class B Common Shares shall be entitled to convert such Class B Common Shares into Class A Common Shares pursuant to sub-paragraph (ia) Promptly after (1) above, the Conversion Date holder shall, if available, surrender the certificate or certificates therefor, duly endorsed (and in any event within three (3) Business Dayswhere applicable), at the Corporation registered office of the Company. Upon the occurrence of one of the bases of conversion provided for in paragraph (a) above, the Company shall (A) issue and deliver to such enter or procure the entry of the name of the relevant holder of Class B Common Shares as the holder of the relevant number of Class A Common Shares to which such holder is entitled in exchange for resulting from the certificates formerly representing Convertible Preference conversion of the Class B Common Shares in, and (B) pay to such holdermake any other necessary and consequential changes to, to the extent Register of funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Members. Any conversion of Class B Common Shares that are being converted into Class A Common Shares pursuant to this Article 5 shall be effected by any manner permitted by applicable law (including by means of: (i) the re-designation and re-classification of the relevant Class B Common Share as a Class A Common Share together with such rights and restrictions for the time being attached thereto and shall rank pari passu in all respects with the Class A Common Shares then in issue; and/or (ii) the compulsory redemption without notice of Class B Common Shares and the automatic application of the redemption proceeds in paying for such new Class A Common Shares into which the Class B Shares have been converted, on the basis that such redemption shall take place at par). For the avoidance of doubt, following the conversion to Class A Common Shares, the holder thereof shall have Class A Common Share voting rights in respect of such shares and not Class B Common Share voting rights. Such conversion will be deemed shall become effective forthwith upon entries being made in the Register of Members to have been made on record the Conversion Date, re-designation and re-classification of the person entitled to receive the relevant Class B Common Shares as Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion DateCommon Shares. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such tax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, the Convertible Preference Shares to be converted on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the proposed conversion is in connection with any sale, transfer an underwritten public or other disposition private offering of the Class A Shares issuable upon conversion of the Convertible Preference Sharessecurities, the conversion may, at the option of any holder tendering any Convertible Preference Share such Class B Common Shares for conversion, be conditioned conditional upon the closing with the underwriters or other purchasers of the sale, transfer or the disposition sale of Class A Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in securities pursuant to such sale, transfer or dispositionoffering, in which event such any persons entitled to receive Class A Common Shares upon conversion of such Convertible Preference Class B Common Shares shall not be deemed to have occurred converted such Class B Common Shares until immediately prior to the closing of such sale, transfer or other dispositionsale of securities. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable.