Common use of Mechanics of Conversion Clause in Contracts

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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, the holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificates, and shall give written notice to the Corporation at such office that the holder elects to convert the same. 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 shares of Common Stock to which the 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 Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

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. In 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 be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a such fractional share on the date of Common Stock as conversion, which fair market value shall be determined in good faith 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 Series B Preferred Stock shall be entitled to convert the same into full shares of Class A Common Stock, Stock or Class C Common Stock and to receive certificates therefor, the such holder shall either (A) 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 or (B) notify the Corporation or its transfer agent 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 connection with such certificatesStock, and shall give written notice to the Corporation at such office that the such holder elects to convert the same. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, 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) a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which the such holder shall be entitled as aforesaid aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock or Class C Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series 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 shares of Class A 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 shares of Class A Common Stock or Class C Common Stock on the date of such dateconversion. If the conversion is in connection with a Qualified Offering the conversion shall 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 Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securities.

Mechanics of Conversion. No fractional shares of Common Stock ----------------------- shall be issued upon conversion of Preferred StockSeries B Preferred. 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 market value effective Series B Conversion Price for such series of a Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common Stock 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 in good faith by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Board Series B Conversion Price in effect at the time 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 cashconversion. Before any holder of Series B Preferred Stock shall be entitled to convert the same into full shares of Common StockCommon, and to receive certificates therefor, the holder he shall either (A) 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 Stock shall be converted automatically without any further action by the holders of such shares and whether or (B) notify 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 execute executes an agreement 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 the holder elects to convert the same. 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 StockSeries B Preferred, a certificate or certificates for the number of shares of Common Stock to which the holder he shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred StockCommon. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Stock 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 shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B Preferred.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 such Preferred Stock into full shares of Class A Common Stock, and to receive certificates therefor, the holder shall either (A) surrender the certificate or certificates therefor, duly endorsedendorsed (or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed certificate), at the office of the Corporation or of any transfer agent for the such series of Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificatesStock, and shall give written notice to the Corporation at such office that its principal corporate office, of the holder elects election to convert the samesame 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 after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock to which the such holder shall be entitled as aforesaid aforesaid, and a check payable to certificate for the holder in the amount remaining number of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on Series A Preferred if less than all of the converted Series A Preferred Stockevidenced by the certificate were surrendered. Such conversion shall be deemed to have been made immediately prior to the close of business on (i) the date of such surrender of the shares of such series of Preferred Stock to be convertedconverted or (ii) if applicable, the date of automatic conversion specified in Section 4(b) of this Article III(B) above, and the person or persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock on as of such date. If the conversion is in connection with an underwritten public offering of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering such Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event any persons entitled to receive Class A Common Stock upon conversion of such Preferred Stock shall not be deemed to have converted such Preferred Stock until immediately prior to the conversion of the underlying shares of Class A Common Stock pursuant to Section 4(b) of Article III(C) below and the closing of such sale of securities.

Mechanics of Conversion. No fractional shares Upon the date of Common Stock consummation of a Qualified Public Offering (the “Conversion Date”), the outstanding Series B Preferred Units shall be issued converted into the property referred to in subparagraph 4(b) automatically without any action by the Company or the holders of such Units and whether or not the certificates representing such Units are surrendered to the Company or its transfer agent for the Series B Preferred Units; provided that the Company shall not be obligated to issue to any holder certificates representing the Common Units issuable upon such conversion unless certificates representing the Series B Preferred Units, endorsed directly or through unit powers to the Company or in blank and accompanied with appropriate evidence of the signatory’s authority, are delivered to the Company or any transfer agent of the Company for the Series B Preferred Units. If the certificate representing Common Units issuable upon conversion of the Series B Preferred Stock. In lieu Units is to be issued in a name other than the name on the face of any fractional shares to which the holder would otherwise certificate representing such Series B Preferred Units, such certificate shall be entitled, accompanied by such evidence of the Corporation shall pay cash equal to assignment and such fraction multiplied evidence of the signatory’s authority with respect thereto as deemed appropriate by the then fair market value of a share of Common Stock as determined in good faith by Company or its transfer agent for the Board of Directors. For Series B Preferred Units and such purpose, all shares of Preferred Stock held by each holder of Preferred Stock certificate shall be aggregated, in proper form for transfer and any resulting fractional share of endorsed directly or through unit powers to the Person in whose name the Common Stock Units are to be issued or to the Company or in blank. Conversion shall be paid in cashdeemed to have been effected on the date of consummation of the Qualified Public Offering. Before any holder Subject to the provisions of Preferred Stock shall be entitled to convert subparagraph 4(e)(vi), as promptly as practicable after the same into full shares Conversion Date (and after surrender of Common Stock, and to receive certificates therefor, the holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at representing the office of Series B Preferred Units to the Corporation Company or of any transfer agent of the Company for the Series B Preferred Stock or (B) notify Units in the Corporation or its transfer agent that case of any such certificates have been lostconversion), stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and Company shall give written notice to the Corporation at such office that the holder elects to convert the same. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to or upon the written order of such holder of Preferred Stock, a certificate or certificates for the number of shares of full Common Stock Units to which the such holder shall be is entitled as aforesaid and a check payable upon such conversion, rounded to the holder nearest whole Common Unit. The Person in whose name the amount of any cash amounts payable as the result of a conversion into fractional shares of certificate or certificates for Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion Units are to be issued shall be deemed to have been made immediately prior to the close become a holder of business record of such Common Units on the date of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such dateConversion Date.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 Series A Preferred Stock shall be entitled to voluntarily convert the same into full shares of Common Stock, and to receive certificates therefor, the holder shall either (A) surrender the a certificate or certificates therefortherefor (or, if such holder alleges that such certificate has or certificates have been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate(s)), duly endorsed, at the office of the Corporation Company or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificatesSeries A Preferred, and shall give written notice to the Corporation Company at such office that its principal corporate office, of the holder elects election to convert the samesame and shall state therein the name or names in which the certificate(s) for shares of Common Stock are to be issued. The Corporation Company shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Preferred StockSeries A Preferred, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid and a check payable to shall promptly pay (i) at the holder election of the Company, in the amount of any cash amounts payable as the result of a conversion into fractional or in shares of Common StockStock (at the fair market value of the Common Stock as determined in good faith by the Board (which determination shall include at least one director nominated by the holders of Series A Preferred) as of the date of such conversion), plus any declared and then unpaid dividends Series A Cumulative Dividends on the shares of Series Preferred being converted and (ii) in cash (at the fair market value of the Common Stock as determined in good faith by the Board (which determination shall include at least one director nominated by the holders of Series A Preferred) as of the date of such conversion) the value of any fractional share of Common Stock otherwise issuable to any holder of Series A Preferred Stockso converting. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Act, the conversion may, at the option of any holder tendering Series A Preferred for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the persons entitled to receive the Common Stock upon conversion of the Series A Preferred shall not be deemed to have converted such Series A Preferred until immediately prior to the closing of such sale of securities. If the conversion is in connection with automatic conversion provisions of Section 4(b)(ii) above, such conversion shall be deemed to have been made on the conversion date described in the stockholder consent approving such conversion, and the persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such shares of Common Stock as of such date.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares share to which the a holder would otherwise be entitled, the Corporation corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined in good faith by the Board of DirectorsBoard. 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 Any holder of Preferred Stock shall be entitled to convert the same into full shares of Common Stock, and to receive certificates therefor, the Stock only if such holder shall either (A) surrender surrenders the certificate or certificates therefor, duly endorsed, at the office of the Corporation corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificatesStock, and shall give gives written notice to the Corporation corporation at such office that the such holder elects to convert the samesame on or prior to the date specified for such conversion. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, corporation shall thereafter issue and deliver at such office to such holder of Preferred Stock, Stock a certificate or certificates registered in the name of the holder or such other name as the holder may direct for the number of shares of Common Stock to which the 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 a fractional shares share of Common Stock, plus Stock and any declared and but unpaid dividends on the converted Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred Stockor Series F Preferred. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. The corporation shall pay any issue taxes payable upon the issuance of such certificates in the name of the holder. If the holder of any certificate representing shares of Preferred requests the corporation to issue the certificates representing the shares of Common Stock issuable upon conversion thereof in a name other than the name of the holder, the holder shall pay to the corporation, or the transfer agent of the corporation if the corporation so designates, any transfer or other taxes required by reason of the issuance of a certificate for shares of Common Stock in any name other than the name of the holder. If the conversion is in connection with an underwritten public offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion shall be conditioned upon the closing of such public offering, in which event the person(s) entitled to receive Common Stock issuable upon such conversion of Preferred Stock shall not be deemed to have converted such Preferred Stock until immediately prior to such closing.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 Series A Preferred Stock or Series B Preferred Stock shall be entitled to convert the same into full shares of Common Stock, and to receive certificates therefor, the such holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the Series A Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificatesSeries B Preferred Stock, and shall give written notice to this corporation at its principal corporate office, of the Corporation at such office that the holder elects election to convert the samesame 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 This corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series A Preferred Stock or Series B Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which the 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 Common Stock, plus any declared and unpaid dividends on the converted Preferred Stockaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock or Series B Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, the conversion may, at the option of any holder tendering Series A Preferred Stock or Series B Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the Series A Preferred Stock or Series B Preferred Stock 5 30 shall not be deemed to have converted such Series A Preferred Stock or Series B Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 Series D2 Preferred Stock in certificated form shall be entitled to convert the same into full shares of Common Stock, and to receive certificates therefor, the holder he shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series D2 Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificatesStock, and shall give written notice to the Corporation at such office that its principal corporate office, of the holder elects election to convert the samesame and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. Before any holder of Series D2 Preferred Stock in book-entry form shall be entitled to convert the same into shares of Common Stock, he shall comply with the procedures of the depositary for the shares of Series D2 Preferred Stock held by such Holder. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series D2 Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the full number of shares of Common Stock to which the such holder shall be entitled as aforesaid aforesaid. In case any Series D2 Preferred Stock share certificate shall be surrendered for partial conversion, the Corporation shall execute and a check payable deliver to the holder Holder of the Series D2 Preferred Stock so surrendered, without charge to such Holder, a new share certificate in an aggregate Adjusted Stated Value equal to the amount unconverted portion of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stocksurrendered certificate. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of on which the shares of Preferred Stock to be convertedrequirements set forth in this Section 6(d) have been satisfied, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering such Series D2 Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive Common Stock upon conversion of such Series D2 Preferred Stock shall not be deemed to have converted such Series D2 Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 Series B ----------------------- Preferred Stock shall will be entitled to convert the same into full shares of Class A Voting Common Stock, and to receive certificates therefor, the such holder shall either (A) will surrender the certificate or certificates therefor, duly endorsed, at the office of the this Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificatesStock, and shall he will give written notice to the Corporation at such office that stating the holder elects name or names in which the certificate or certificates for shares of Class A Voting Common Stock are to convert the samebe issued. The Corporation shallThis Corporation, as soon as reasonably practicable after such deliverythereafter, or after such agreement and indemnification, will issue and deliver at such office to such holder or to the nominee or nominees of Preferred Stocksuch holder, a certificate or certificates for the number of shares of Class A Voting Common Stock to which the such holder shall will 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 Common Stock, plus any declared and unpaid dividends on the converted Preferred Stockaforesaid. Such conversion shall will be deemed to have been made immediately prior to the close of business on the date of such surrender notice of conversion provided by the shares of Preferred Stock holder to be convertedthis Corporation, and the person or persons entitled to receive the shares of Class A Voting Common Stock issuable upon such conversion shall will be treated for all purposes as the record holder or holders of such shares of Class A Voting Common Stock on such date. If the conversion is in connection with the Initial Public Offering, the conversion will be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the persons entitled to receive the Class A Voting Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional In order for a holder of Class B Common Stock to voluntarily convert shares of Class B Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith by the Board of Directors. For such purpose, all into 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 Class A Common Stock, and to receive certificates thereforsuch holder shall, (i) in the holder shall either (A) case of certificated shares, surrender the certificate or certificates thereforfor such shares of Class B Common Stock (or, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent if such registered holder alleges that such certificates have certificate has been lost, stolen or destroyed destroyed, a lost certificate affidavit and execute an agreement satisfactory reasonably acceptable to the Corporation to indemnify the Corporation from against any loss incurred by it in connection 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 Class B Common Stock (or at the principal office of the Corporation, if the Corporation serves as its own transfer agent), together with such certificates, and shall give written notice to the Corporation at that such office that the holder elects to convert all or any number of the sameshares of the Class B Common Stock represented by such certificate (or lost certificate affidavit and agreement) and, if applicable, any event on which such conversion is contingent and, (ii) in the case of book entry shares, deliver to the office of the transfer agent for the Class B Common Stock (or the principal office of the Corporation, if the Corporation serves as its own transfer agent), a written notice that such holder elects to convert all or any number of the shares of the Class B Common Stock represented by such book entry and, if applicable, any event on which such conversion is contingent. Such notice shall state such holder’s name and/or the name(s) of the nominee(s) in which such holder wishes the certificate or certificates and/or book entry and/or book entries for shares of Class A 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 close of business on (i) the date of receipt by the transfer agent (or by the Corporation, if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and/or such notice or (ii) the date on which the event on which such conversion is contingent occurs shall be the time of conversion (the “Conversion Time”), and the shares of Class A Common Stock issuable upon conversion of the shares represented by such certificate or book entry shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after such deliverythe Conversion Time, or after such agreement and indemnification, (i) issue and deliver at such office to such holder of Preferred Class A Common Stock, and/or to such holder’s nominee(s), a certificate or certificates certificates, and/or make (or instruct the Corporation’s transfer agent to make) for the benefit such holder of Class A Common Stock, or for the benefit of such holder’s nominee(s), a book entry or book entries, for the number of shares of Common Stock to which the 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 Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated in accordance with the provisions hereof, and a certificate or book entry for all purposes as the record number (if any) of the remaining shares of Class B Common Stock represented by the surrendered certificate or book entry that were not converted into Class A Common Stock, and (ii) pay to the holder or holders of such Class A Common Stock as of the date immediately preceding the ex-dividend date, or to such holder’s nominee(s), all declared but unpaid dividends on the shares of Class B Common Stock on such dateconverted.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 Series D Preferred Stock shall be entitled to voluntarily convert the same into full shares of Common Stock, and to receive certificates therefor, the holder he or she shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the Series D Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificatesStock, and shall give written notice to this corporation at its principal corporate office, of the Corporation at such office that the holder elects election to convert the samesame 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 This corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series D Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which the 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 Common Stock, plus any declared and unpaid dividends on the converted Preferred Stockaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series D Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date (the “Conversion Time”). Upon a Mandatory Conversion, each holder of record of Series D Preferred Stock converted pursuant to subsection (b) of this Section 3B shall be sent written notice of such Mandatory Conversion (which, for the avoidance of doubt, need not be sent in advance of the Mandatory Conversion Time) at each such holder’s respective address as it appears on the transfer books of this corporation; provided, however, that neither the failure to provide such notice nor any defect therein shall affect the validity of the Mandatory Conversion. The shares of Series D Preferred Stock converted pursuant to subsection (b) of this Section 3B shall be converted into shares of Common Stock automatically at the Mandatory Conversion Time without regard to whether certificates representing such shares of Series D Preferred Stock have been surrendered. Upon receipt of written notice of the Mandatory Conversion, each holder of record of shares of Series D Preferred Stock so converted shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to this corporation to indemnify this corporation against any claim that may be made against this corporation on account of the alleged loss, theft or destruction of such certificate) to this corporation at the place designated in such notice. If so required by this corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to this corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion and the surrender of the certificate or certificates (or lost certificate affidavit and agreement) for Series D Preferred Stock so converted, this corporation shall issue and deliver to such holder, or to his, her or its nominees, a certificate or certificates for the number of shares of Common Stock issuable on such dateconversion in accordance with the provisions hereof.

Mechanics of Conversion. No fractional (a) In order to convert shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith by the Board of Directors. For such purpose, all shares of Series B 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, the holder shall either (A) must surrender the certificate certificates representing such shares of Series B Preferred Stock, accompanied by transfer instruments reasonably satisfactory to the Company, free of any adverse interest or certificates therefor, duly endorsed, liens at the office of the Corporation or of any Company’s transfer agent for (or at the Preferred Stock or (B) notify principal office of the Corporation or Company, if the Company serves as its own transfer agent agent), together with written notice 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 connection with such certificates, and shall give written notice to the Corporation at such office that the holder elects to convert the sameall or such number of shares represented by such certificates as specified therein. The Corporation shalldate of receipt of such certificates, as 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 such deliverythe Conversion Date, or but in no event more than two (2) trading days after such agreement and indemnificationthe Conversion Date, the Company shall promptly issue and deliver at such office (or cause to be delivered) to such holder of Preferred Stock, a certificate (or certificates evidence of book entry) for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid and is entitled, together with a check payable to or cash for payment of fractional shares, if any, in exchange for the holder in the amount of any cash amounts payable as the result of a conversion into fractional certificates formerly representing shares of Common Stock, plus any declared and unpaid dividends on the converted Series B Preferred Stock. Such conversion shall will be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be convertedConversion Date, and the person or persons Person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such dateConversion Date. In case fewer than all the shares represented by any such 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 shares of Common Stock or Series B Preferred Stock are issued in a name other than the name of the converting holder. The Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Common Stock upon conversion or due upon the issuance of a new certificate for any shares of Series B Preferred Stock not converted other than any such tax due because shares of Common Stock or a certificate for shares of Series B Preferred Stock are issued in a name other than the name of the registered holder.

Mechanics of Conversion. No fractional shares Conversion of Common Stock shall the Class A Preferred Shares may be issued upon conversion of Preferred Stock. In lieu effected by the surrender to the Company 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 market value of a share of Common Stock as determined in good faith 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, the holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office issued in respect of the Corporation or of any transfer agent for the such Class A Preferred Stock or (B) notify the Corporation or its transfer agent Shares to be converted accompanied by a written notice stating 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 connection with such certificates, and shall give written notice to the Corporation at such office that the holder of Class A Preferred Shares elects to convert all or a specified whole number of such shares in accordance with the same. The Corporation shall, as soon as practicable after such delivery, provisions hereof and specifying the name or after such agreement and indemnification, issue and deliver at such office to names in which such holder of Class A Preferred Stock, a Shares wishes the certificate or certificates for the Common Shares to be issued. If Class A Preferred Shares represented by more than one certificate 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 Stock 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) certificates in respect of the number of validly issued, fully paid and non-assessable full Common Shares to which the such holder of Class A Preferred Shares shall be entitled as aforesaid and a check payable to the holder in the amount of entitled, (ii) any cash amounts payable as the result owing in lieu of a conversion into 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 less the number of Common Stockshares being converted. Upon such conversion, plus the Class A Preferred Shares being converted shall no longer be issued and outstanding and the rights of such holder thereof (including the right of such holder to receive any declared accumulated and unpaid dividends Stated Dividends on such Class A Preferred Shares and any accumulated Stated Dividends from the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on most recent Dividend Payment Date preceding the date of such surrender of conversion) as to the shares of Class A Preferred Stock Shares being converted shall cease except for the right to be convertedreceive Common Shares in accordance herewith, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion Shares shall be treated for all other purposes as having become the record holder or holders of such shares of Common Stock on Shares at such datetime.

Mechanics of Conversion. Before any holder of Series A Preferred Stock shall be entitled to convert the 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 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 fractional shares to which the holder bolder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Class A Common Stock as determined in good faith 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 Directors 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, the holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificates, and shall give written notice to the Corporation at such office that the holder elects to convert the samegood faith. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office 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 Common Stock to which the 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, plus any declared unpaid dividends, if any, and unpaid dividends on if less than all the converted shares of the Series A Preferred StockStock represented by such certificates are converted, a certificate representing the shares of Series A Preferred Stock not so converted. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Class A Common Stock stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock on such date. If the conversion is in connection with an IPO, the conversion may, at the option of any holder surrendering Series A 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 Class A Common Stock or other property issuable upon such conversion of the Series A Preferred Stock shall not be deemed to have converted such Series A Preferred until immediately prior to the closing of such sale of securities. Notice of such conversion in connection with an IPO shall be given by the Corporation by mail, 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 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 Common Stock to which such holder is entitled at the office of the Corporation 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 such conversion.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 Series A Preferred ----------------------- Stock, Series B Preferred Stock or Series C Preferred Stock shall be entitled to convert the same into full shares of Common Stock, and to receive certificates therefor, the holder he shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the particular series of Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificatesStock, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the Corporation at such office that the holder elects election to convert the samesame 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 This corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which the 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 Common Stock, plus any declared and unpaid dividends on the converted Preferred Stockaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on as of such date. If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A Preferred Stock, Series B Preferred Stock and/or Series C 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 the Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock shall not be deemed to have converted such Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional shares Conversion of Common Stock shall the Class A Preferred Shares may be issued upon conversion of Preferred Stock. In lieu effected by the surrender to the Company 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 market value of a share of Common Stock as determined in good faith 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, the holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office issued in respect of the Corporation or of any transfer agent for the such Class A Preferred Stock or (B) notify the Corporation or its transfer agent Shares to be converted accompanied by a written notice stating 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 connection with such certificates, and shall give written notice to the Corporation at such office that the holder of Class A Preferred Shares elects to convert all or a specified whole number of such shares in accordance with the same. The Corporation shall, as soon as practicable after such delivery, provisions hereof and specifying the name or after such agreement and indemnification, issue and deliver at such office to names in which such holder of Class A Preferred Stock, a 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 Stock 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) certificates in respect of the number of validly issued, fully paid and non-assessable full Common Shares to which the such holder of Class A Preferred Shares shall be entitled as aforesaid and a check payable to the holder in the amount of entitled, (ii) any cash amounts payable as the result owing in lieu of a conversion into 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 less the number of Common Stockshares being converted. Upon such conversion, plus 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 declared accumulated and unpaid dividends Stated Dividends on such Class A Preferred Shares and any accumulated Stated Dividends from the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on most recent Dividend Payment Date preceding the date of such surrender of conversion) as to the shares of Class A Preferred Stock Shares being converted shall cease except for the right to be convertedreceive Common Shares in accordance herewith, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion Shares shall be treated for all purposes other as having become the record holder or holders of such shares of Common Stock on Shares at such datetime.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of Preferred StockDebentures. In lieu of any fractional shares to which the holder Holder would otherwise be entitled, the Corporation Company shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined in good faith 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 Holder of Preferred Stock Debentures shall be entitled to convert the same into full shares of Common Stock, and to receive certificates therefor, such Holder shall notify the holder shall either Company in writing or by Facsimile or electronic communication (Athe “Conversion Notice”) that the Holder elects to convert one or more Debentures and (i) agree to surrender the certificate or certificates thereforDebentures, duly endorsed, at the office of the Corporation Company or of any transfer agent for the Preferred Common Stock when fully paid or converted (Bii) notify the Corporation Company or its transfer agent that such certificates Debentures have been lost, stolen or destroyed and agrees to execute an agreement satisfactory and deliver to the Corporation Company or its transfer agent and agreesatisfactory to the Company to indemnify the Corporation Company from any loss incurred by it in connection with such certificatesDebentures, and shall give written notice agree to surrender Debentures, duly endorsed, at the Corporation at such office that of the holder elects to convert Company or of any transfer agent for the sameCommon Stock when fully paid or converted. The Corporation Company shall, as soon as practicable within three (3) business days after such delivery, or after such agreement and indemnificationreceipt of the Conversion Notice, issue and deliver at such office to such holder of Preferred StockHolder, a certificate or certificates for the number of shares of Common Stock to which the holder such Holder shall be entitled as aforesaid and a check payable to the holder Holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock; provided, plus any declared and unpaid dividends on however, that if the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior is in connection with an underwritten offer of securities registered pursuant to the close Securities Act or a merger, sale or liquidation of business on the date Company, the conversion may, at the option of any Holder tendering Debentures for conversion, be conditioned upon the closing of such surrender of transaction, in which event the shares of Preferred Stock to be converted, and the person or persons person(s) entitled to receive the shares of Common Stock issuable upon such conversion shall not be treated for all purposes as deemed to have converted such Debentures until immediately prior to the record holder or holders closing of such transaction. In the event that the certificate or certificates for the number of shares of Common Stock on to which such dateHolder shall be entitled upon conversion shall not be timely delivered as required in this paragraph, or within one day thereafter, the Company shall pay to each Holder whose certificates were not timely delivered, upon written demand therefore, an amount equal to $100.00 for each $10,000 of principal amount of Debentures for each delay per day beyond the delivery date specified above (as liquidated damages and not as a penalty).

Mechanics of Conversion. No fractional The number of Underlying Shares issuable upon any conversion of shares of Common Series B Preferred Stock hereunder shall equal the Stated Value of such shares of Series B Preferred Stock to be issued upon converted divided by the Conversion Price on the Conversion Date. Upon conversion of any shares of Series B Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal promptly (but in no event later than three (3) Trading Days after the Conversion Date) issue or cause to such fraction multiplied by be issued and cause to be delivered to the then fair market value of a share of Common Stock as determined in good faith by Holder, or upon 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, the holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office written order of the Corporation Holder and in such name or of any transfer agent for names as the Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificates, and shall give written notice to the Corporation at such office that the holder elects to convert the same. 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 StockHolder 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 Holder shall be entitled as aforesaid and a check payable to the holder 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 the amount of any cash amounts payable as the result of proper form in order to effect a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted such Series B Preferred Stock. Such conversion Upon surrender of a certificate following one or more partial conversions, the Corporation shall be deemed to have been made immediately prior promptly deliver to the close Holder a new certificate representing the remaining shares of business on Series B Preferred Stock. The Corporation’s obligations to issue and deliver Underlying Shares upon conversion of Series B Preferred Stock in accordance with the date terms hereof are absolute and unconditional, irrespective of any action or 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 such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such dateUnderlying Shares.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 Series C Preferred Stock shall be entitled to convert or partially convert the same into full shares of Voting Common Stock, and Stock pursuant to receive certificates thereforArticle V(A), the holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series C Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificates, and shall give written notice by mail, postage prepaid, to the Corporation at such office that its principal executive office, of the holder elects election to convert the samesame and shall state therein the number of shares to be converted and the name or names in which the certificate or certificates for shares of Voting Common Stock are to be issued. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series C Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Voting Common Stock to which the such holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts amount payable as the result of a conversion into of a fractional shares share of Voting Common Stock, plus Stock and any accrued or declared and but unpaid dividends on the converted Series C Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series C Preferred Stock to be converted, and the person or persons entitled to receive the shares of Voting Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Voting Common Stock on as of such date. Upon the surrender by the holder of Series C Preferred Stock of the certificate representing the stock being converted, such shares of Series C Preferred Stock shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatever. If such holder does not convert all of the Series C Preferred Stock represented by the surrendered certificate or certificates, the Corporation shall, as soon as practicable, issue and deliver to such holder a certificate for the number of shares of Series C Preferred Stock not converted.

Mechanics of Conversion. No fractional In order to convert the Outstanding Balance, Holder shall deliver to the Maker a written Election to Convert (the form of which is attached hereto as Exhibit B). Upon receipt of the written Election to Convert, the Maker shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, and in such name or names as the Holder may designate, certificate(s) evidencing the full number of Common Stock so purchased upon conversion of the Promissory Note. Such Common Stock shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such securities as of the date of delivery of the Election to Convert, notwithstanding that the certificate(s) representing such securities shall not actually have been delivered or that the securities transfer books of the Maker shall then be closed. In the event that the outstanding shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitledMaker hereafter is restructured or revised by recapitalization, reclassification, combination, split or split-up or dividend, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value aggregate number and kind of a share shares of Common Stock as determined in good faith by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock subject to conversion under this Promissory Note shall be aggregatedadjusted appropriately, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Stock shall be entitled both as to convert the same into full shares of Common Stock, and to receive certificates therefor, the holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificates, and shall give written notice to the Corporation at such office that the holder elects to convert the same. 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 shares of Common Stock to which and the holder shall Conversion Price. No fractional share of Common Stock will be entitled as aforesaid and a check payable issued upon conversion, but any fractional share of Common Stock will be rounded up to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares nearest whole share of Common Stock. In case of any sale exchange, plus tender offer, redemption or buyout of the Maker’s Common Stock, or any declared and unpaid dividends on consolidation of the converted Preferred Stock. Such conversion Maker with or merger of the Maker into another corporation, or in case of any sale, transfer or lease to another corporation of all or substantially all other property of the Maker, the Maker or such successor or purchasing corporation, as the case may be, shall be deemed to execute with the Holder an agreement that the Holder shall have been made the right thereafter, upon payment of the Conversion Price in effect immediately prior to the close of business such action, to convert this Promissory Note, on the date of such surrender of the shares of Preferred Stock to be converted, and the person same basis which it would have or persons have been entitled to receive after the shares happening of Common Stock issuable upon such consolidation, merger, sale, transfer or lease had such conversion been accomplished immediately prior to such action. Such agreement shall provide for adjustments, which shall be treated for all purposes as nearly equivalent as may be practicable to the record holder adjustments provided herein. These provisions shall similarly apply to successive consolidations, mergers, sales, transfers or holders of such shares of Common Stock on such dateleases. This Promissory Note may be prepaid at any time prior to the Maturity Date.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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, the holder shall either (i) (A) surrender the certificate or certificates therefor, duly endorsed, at the office If a holder of the Corporation or of any transfer agent for the Series A Preferred Stock or (B) notify the Corporation or its transfer agent that elects to effect an Optional Conversion, 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 connection with such certificates, and holder shall give written notice to the Corporation at Company of such office that the holder elects holder’s election to convert a stated number of shares of Series A Preferred Stock into shares of Class A Common Stock, at the sameConversion Price then in effect, which notice shall be accompanied by the certificate or certificates representing such shares of Series A Preferred Stock that shall be converted into Class A Common Stock. The Corporation notice shall also contain a statement of the name or names in which the certificate or certificates for Class A Common Stock shall be issued. If required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form reasonably satisfactory to the Company, 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 Company if the Company serves as its own transfer agent) shall be the conversion date (in the case of an Optional Conversion, the “Conversion Date”). The Company shall, as soon as practicable after such delivery, or after such agreement and indemnificationthe Conversion Date for an Optional Conversion, issue and deliver at such office to such holder of Series A Preferred Stock, or to his or its nominees, a certificate or certificates for the number of shares of Class A Common Stock to which the such holder shall be entitled as aforesaid and a check payable to the holder entitled, together with cash in the amount lieu of any cash amounts payable as the result fraction of a conversion into fractional share. On the Conversion Date for an Optional Conversion, each holder of record of shares of Common Stock, plus any declared and unpaid dividends on the converted Series A Preferred Stock. Such Stock surrendered for conversion shall be deemed to be the holder of record of the Class A Common Stock issuable upon conversion of such Series A Preferred Stock, notwithstanding that the certificates representing such shares of Series A Preferred Stock shall not have been made immediately prior to surrendered at the close office of business on the date Company, that notice from the Company shall not have been received by any holder of record of shares of such surrender of Series A Preferred Stock, or that the certificates evidencing such shares of Class A Common Stock shall not then be actually delivered to such holder. If the number of shares of Series A Preferred Stock represented by the certificate or certificates surrendered for conversion shall exceed the number of shares to be converted, the Company shall issue and deliver to the person or persons entitled to receive thereto a certificate representing the balance of any unconverted shares of Common Series A Preferred Stock. (B) If the Company is permitted to and elects to effect a Mandatory Conversion, all holders of record of shares of Series A Preferred Stock issuable upon shall be given no less than five (5) business days prior written notice of the date on which such conversion shall be treated occur (in the case of a Mandatory Conversion, the “Conversion Date”). Such notice also shall specify the place designated for exchanging shares of Series A Preferred Stock for shares of Class A Common Stock. On or before the Conversion Date for a Mandatory Conversion, each holder of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all purposes as the record holder or holders of such shares to the Company or the transfer agent at the place designated in such notice. On the Conversion Date for a Mandatory Conversion, all certificates representing shares of Series A Preferred Stock shall be deemed canceled by the Company and no longer outstanding. As soon as practicable after the Mandatory Conversion shall have been effected, certificates representing the Class A Common Stock on such dateissued upon the Mandatory Conversion shall be delivered to those holders who delivered their certificate or certificates to the Company or the designated transfer agent as aforesaid, together with cash in lieu of any fraction of a share.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock or Series D-1 Preferred Stock shall be entitled to convert the same into full shares of Common Stock, and to receive certificates thereforhe, the holder she or it shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificates, stock and shall give written notice to this corporation at its principal corporate office of the Corporation at such office that the holder elects election to convert the samesame 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 This corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to each such holder holder, or to the nominee or nominees of Preferred Stockeach such holder, (i) a certificate or certificates for the number of shares of Common Stock to which the each such holder shall be entitled as aforesaid and (ii) a check payable to the holder in the amount cash payment of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any all declared and but unpaid dividends on the converted Preferred Stockshares as of the date of conversion. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock or Series D-1 Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock or Series D-1 Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock and/or Series D-1 Preferred Stock shall not be deemed to have converted such Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A- 1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock or Series D-1 Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. 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 holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then a fair market value of a share of Common Stock as and reasonable conversion price to be determined in good faith by the Board of DirectorsDirectors solely for calculating payments due for fractional shares. For such purpose, all No shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share 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 be paid in cashremain 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, and to receive certificates therefor, the holder he shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent and, except for the Preferred Stock or (B) notify the Corporation or its transfer agent that such certificates have been lostautomatic conversion pursuant to subparagraph 6.2 above, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice (the "Conversion Notice") to the Corporation Corporation, at such office that the holder he elects to convert the same. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, thereafter issue and deliver at such office 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 shares of Common Stock Stock, to which the holder he shall be entitled as aforesaid and a check payable to aforesaid, registered in the name of such holder or in such other name as the holder shall specify in the amount of any cash amounts payable aforementioned written notice. Except as the result of a conversion into fractional shares of Common Stockset forth in subparagraph 6.2 above, plus any declared and unpaid dividends on the converted Preferred Stock. Such such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Convertible Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu The Holder of any fractional Series A Preferred Stock may exercise the conversion right specified in paragraph (a) of this Section 4 by surrendering to the Secretary of the Corporation or any transfer agent of the Corporation the certificate or certificates for the shares to which be converted, if such shares are certificated, accompanied by a Notice of Conversion. Upon the holder would otherwise be entitledoccurrence of the event specified in paragraph (b) of this Section 4, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined in good faith by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of outstanding Series A Preferred Stock shall be aggregated, converted automatically without any further action by the Holder of such shares and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Stock shall be entitled whether or not the certificates representing such shares are surrendered to convert the same into full shares of Common Stock, and to receive certificates therefor, the holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent that such certificates agent. Conversion shall be deemed to have been losteffected on the date when delivery of a Notice of Conversion and certificates for shares to be converted is made in the case of conversion under paragraph (a) of this Section 4 if Series A Preferred Stock is issued in certificated form, stolen or destroyed on the date of the event specified in paragraph (b) of this Section 4, and execute an agreement satisfactory such date is referred to herein as the “Conversion Date.” Subject to the provisions of subparagraph (g)(ii) of this Section 4, as promptly as practicable thereafter (and after surrender of the certificate or certificates evidencing Series A Preferred Stock to the Corporation to indemnify or any transfer agent of the Corporation, if applicable) 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 the holder elects to convert the same. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at to or upon the written order of such office to such holder of Preferred Stock, Holder a certificate or certificates for the number of shares of Common Stock to which the holder shall be such Holder is entitled as aforesaid and a check payable or cash with respect to any fractional interest in any share of Common Stock as provided in paragraph (f) of this Section 4. Subject to the holder provisions of subparagraph (g)(ii) of this Section 4, the person in whose name the amount of any cash amounts payable as the result of a conversion into fractional shares of certificate or certificates for Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion Stock are to be issued shall be deemed to have been made immediately prior to the close become a holder of business record of such Common Stock on the date applicable Conversion Date. Upon conversion of such surrender only a portion of the number of shares covered by a certificate representing Series A Preferred Stock surrendered for conversion (in the case of conversion pursuant to paragraph (a) of this Section 4), as applicable, the Corporation shall issue and deliver to or upon the written order of the Holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Series A Preferred Stock representing the unconverted portion of the certificate so surrendered, if such shares are to be convertedheld in certificated form. Notwithstanding the foregoing, and the person or persons entitled Corporation shall not be obligated to receive issue to any Holder of Series A Preferred Stock certificates evidencing the shares of Common Stock issuable upon such conversion shall be treated for all purposes as unless certificates evidencing the record holder Series A Preferred Stock are delivered to either the Corporation or holders any transfer agent of the Corporation if such shares of Common Series A Preferred Stock on such dateare held in certificated form. No medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion shall be required.

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 (or 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) (or shall notify the 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 connection with such lost, stolen or destroyed certificate), and shall give written notice to the 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 be issued upon conversion of shares of Series A Preferred Stock. In lieu of any fractional shares share to which the holder would otherwise be entitled, the Corporation shall corporation may, in its sole discretion, elect to pay a cash amount equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined in good faith 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, the holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificates, and shall give written notice to the Corporation at such office that the holder elects to convert the sameeffective Conversion Price. The Corporation corporation shall, as soon as practicable after delivery of such deliverycertificate or certificates, or after such agreement and indemnificationindemnification in the case of lost, stolen or destroyed certificate or certificates, issue and deliver at such office to such holder of shares of Series A Preferred Stock, Stock a certificate or certificates for the number of shares of Class A Common Stock to which the such holder shall be entitled as aforesaid and aforesaid, and, if the corporation elects not to issue fractional shares, a check payable to the holder in the amount of any cash amounts payable as the result in lieu of a conversion into fractional shares share of Class A Common Stock, plus any declared and unpaid dividends on Stock resulting from the converted Preferred Stockconversion. Such conversion shall be deemed to have been made immediately prior to the close of business (the "Conversion Date") on the date of such 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 Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock 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 dividend record date for such dividend is subsequent to the Conversion Date.

Mechanics of Conversion. No fractional 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) the last reported sales price, or in the case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on any national securities exchange on which the shares of Common Stock shall be issued upon conversion are listed or admitted to trading, or (ii) if the shares of Preferred Stock. In lieu of Common Stock are not listed on any fractional shares to which the holder would otherwise be entitlednational securities exchange, the Corporation shall pay cash equal average of the closing bid and 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 fraction multiplied by prices in the then over-the-counter market are not available, the fair market value of a share of Common such shares. On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest thereon shall be converted automatically into the Series B Preferred Stock as determined in good faith without further action by the Board Lender and whether or not this Note has been surrendered to Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of Directorsrecord as of the Conversion Date with respect to the Series B Preferred Stock. For such purposeWithin fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, all shares of duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Series B 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, the holder shall either (A) surrender the name or names in which Lender wishes such certificate or certificates therefor, duly endorsed, at for the office Series B Preferred Stock to be issued. If within fourteen (14) days of the Corporation or of any transfer agent for the Preferred Stock or (B) Conversion Date, Lender is unable to deliver this Note, Lender shall notify the Corporation Borrower or its transfer agent that such certificates have Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the 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 the Corporation Borrower to indemnify the Corporation Borrower from any loss incurred by it in connection with inability of Lender to deliver such certificates, and shall give written notice to the Corporation at such office that the holder elects to convert the same. 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 shares of Common Stock to which the 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 Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such dateNote.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 Class A Preferred Stock Shares, Class B Preferred Shares, Class D Preferred Shares, Class E Preferred Shares or Class F Preferred Shares shall be entitled to convert the same into full shares of to Class A Common StockShares, and to receive certificates therefor, the such holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this Company or of any transfer agent for the Class A Preferred Stock or (B) notify the Corporation or its transfer agent that such certificates have been lostShares, stolen or destroyed Class B Preferred Shares, Class D Preferred Shares, Class E Preferred Shares and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesClass F Preferred Shares, and shall give written notice by mail, postage prepaid, to this Company at its principal corporate office, of the Corporation at such office that the holder elects election to convert the samesame and shall state therein the name or names in which the certificate or certificates for Class A Common Shares are to be issued. The Corporation This Company shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Class A Preferred StockShares, Class B Preferred Shares, Class D Preferred Shares, Class E Preferred Shares or Class F Preferred Shares or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock Shares to which the 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 Common Stock, plus any declared and unpaid dividends on the converted Preferred Stockaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Class A Preferred Stock Shares, Class B Preferred Shares, Class D Preferred Shares, Class E Preferred Shares or Class F Preferred Shares to be converted, and the person or persons entitled to receive the shares of Class A Common Stock Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares Class A Common Shares as of Common Stock on such date. If the conversion is in connection with an acquisition or take-over referred to in Article 21.4(a)(iii)(A) or in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933 of the United States, as amended, as set out in Article 21.4(a)(iii)(B), the conversion may, at the option of any holder tendering Class A Preferred Shares, Class B Preferred Shares, Class D Preferred Shares, Class E Preferred Shares or Class F Preferred Shares for conversion, be conditioned upon the consummation of the acquisition of the assets or the take-over, or 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 Class A Common Shares issuable upon such conversion of the Class A Preferred Shares, Class B Preferred Shares, Class D Preferred Shares, Class E Preferred Shares or Class F Preferred Shares shall not be deemed to have converted such Class A Preferred Shares, Class B Preferred Shares, Class D Preferred Shares, Class E Preferred Shares or Class F Preferred Shares until immediately prior to the closing of such acquisition, take-over or sale of securities.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 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 same into full shares of Common StockStock pursuant to subsection 4.2.4(a), and to receive certificates therefor, the such holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the this Corporation or of any appointed transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificatesagent, and shall give written notice to the this Corporation at its principal corporate office of such office that the holder elects holder’s 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 This Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, 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 shares of Common Stock to which the such holder shall be entitled as aforesaid and a check payable shall promptly pay in cash or, to the holder extent sufficient funds are not then legally available therefor, in Common Stock (at the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock’s fair market value determined by the Board of Directors as of the date of such conversion), plus any declared and unpaid dividends on the converted 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. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A 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 shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. In 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 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 appointed transfer agent. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such datesurrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock surrendered were convertible on the date on which such automatic conversion occurred, and any declared and unpaid dividends shall be paid in accordance with the provisions above. If the conversion is in connection with a Qualified Public Offering, the conversion may, at the option of any holder tendering 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 of securities pursuant to such offering, in which event the person or persons entitled to receive the Common Stock upon conversion of 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 ‘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 of securities.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 Series B Preferred Stock shall be entitled to voluntarily convert the same into full shares of Common Stock, and to receive certificates therefor, the holder he or she shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the this 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 satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesStock, and shall give written notice to the this Corporation at such office that its principal corporate office, of the holder elects election to convert the samesame and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The This Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, 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 shares of Common Stock to which the 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 Common Stock, plus any declared and unpaid dividends on the converted Preferred Stockaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering Series B Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the persons entitled to receive the Common Stock upon conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock until immediately prior to the closing of such sale of securities. If the conversion is in connection with Automatic Conversion provisions of subsection 6(b)(ii) above, such conversion shall be deemed to have been made on the conversion date described in the stockholder consent approving such conversion, and the persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such shares of Common Stock as of such date.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 Series A Stock shall be entitled to voluntarily convert the same into full shares of Common Stock or Series A Preferred Stock, and to receive certificates thereforas applicable, the holder he, she or it shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the this Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificatesSeries A Stock, and shall give written notice to the this Corporation at such office that its principal corporate office, of the holder elects election to convert the samesame and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The This Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Preferred Series A Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock or Series A Preferred Stock, as applicable, to which the 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 Common Stock, plus any declared and unpaid dividends on the converted Preferred Stockaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Series A Stock to be converted, and the person or persons entitled to receive the shares of Common Stock or Series A Preferred Stock, as applicable, issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock or Series A Preferred Stock, as applicable, as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Series A Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the persons entitled to receive the Common Stock upon conversion of the Series A Stock shall not be deemed to have converted such Series A Stock until immediately prior to the closing of such sale of securities. If the conversion is in connection with the provisions of subsection 5(a)(ii) or 5(b)(ii) above, such conversion shall be deemed to have been on the conversion date described in this Corporation’s notice to each holder of Series A Stock. All persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such shares of Common Stock as of such date.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 shares of Series A Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series E Preferred Stock shall be entitled to convert the same any of such shares into full shares of Common Stock, and to receive certificates therefor, the such holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificates, and shall give written notice by mail, postage prepaid, or hand delivery, to the Corporation at such office that its principal corporate office, of the holder elects election to convert the samesame 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 after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder holders of shares of Series A Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series E Preferred Stock, as the case may be, or to the nominee or nominees of such holders, a certificate or certificates for the number of shares of Class A Common Stock to which the 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 Common Stock, plus any declared and unpaid dividends on the converted Preferred Stockaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series E Preferred Stock to be converted, and the person or persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock on as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering the Series A Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series E 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 Class A Common Stock issuable upon such conversion of the Series A Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series E Preferred Stock, as the case may be, shall not be deemed to have converted such Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional shares Upon the date of Common Stock consummation of a Qualified Public Offering (the “Conversion Date”), the outstanding Series C Preferred Units shall be issued converted into the property referred to in subparagraph 4(b) automatically without any action by the Company or the holders of such Units and whether or not the certificates representing such Units are surrendered to the Company or its transfer agent for the Series C Preferred Units; provided that the Company shall not be obligated to issue to any holder certificates representing the Common Units issuable upon such conversion unless certificates representing the Series C Preferred Units, endorsed directly or through unit powers to the Company or in blank and accompanied with appropriate evidence of the signatory’s authority, are delivered to the Company or any transfer agent of the Company for the Series C Preferred Units. If the certificate representing Common Units issuable upon conversion of the Series C Preferred Stock. In lieu Units is to be issued in a name other than the name on the face of any fractional shares to which the holder would otherwise certificate representing such Series C Preferred Units, such certificate shall be entitled, accompanied by such evidence of the Corporation shall pay cash equal to assignment and such fraction multiplied evidence of the signatory’s authority with respect thereto as deemed appropriate by the then fair market value of a share of Common Stock as determined in good faith by Company or its transfer agent for the Board of Directors. For Series C Preferred Units and such purpose, all shares of Preferred Stock held by each holder of Preferred Stock certificate shall be aggregated, in proper form for transfer and any resulting fractional share of endorsed directly or through unit powers to the Person in whose name the Common Stock Units are to be issued or to the Company or in blank. Conversion shall be paid in cashdeemed to have been effected on the date of consummation of the Qualified Public Offering. Before any holder Subject to the provisions of Preferred Stock shall be entitled to convert subparagraph 4(e)(vi), as promptly as practicable after the same into full shares Conversion Date (and after surrender of Common Stock, and to receive certificates therefor, the holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at representing the office of Series C Preferred Units to the Corporation Company or of any transfer agent of the Company for the Series C Preferred Stock or (B) notify Units in the Corporation or its transfer agent that case of any such certificates have been lostconversion), stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and Company shall give written notice to the Corporation at such office that the holder elects to convert the same. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to or upon the written order of such holder of Preferred Stock, a certificate or certificates for the number of shares of full Common Stock Units to which the such holder shall be is entitled as aforesaid and a check payable upon such conversion, rounded to the holder nearest whole Common Unit. The Person in whose name the amount of any cash amounts payable as the result of a conversion into fractional shares of certificate or certificates for Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion Units are to be issued shall be deemed to have been made immediately prior to the close become a holder of business record of such Common Units on the date of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such dateConversion Date.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 Series B Preferred Stock shall be entitled to voluntarily convert the same into full shares of Common Stock, and to receive certificates therefor, the such holder shall either (A) surrender the certificate or certificates therefortherefore, 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 satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesStock, and shall give written notice to the Corporation at such office that its principal corporate office, of the holder elects election to convert the samesame 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 after such delivery, or after such agreement and indemnificationthereafter, 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 shares of Common Stock to which the 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 Common Stock, plus any declared and unpaid dividends on the converted Preferred Stockaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Series B Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the persons entitled to receive the Common Stock upon conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock until immediately prior to the closing of such sale of securities. If the conversion is in connection with automatic conversion provisions of subsection 1(d)(ii) above, such conversion shall be deemed to have been made on the conversion date described in the stockholder consent approving such conversion, and the persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such shares of Common Stock as of such date.

Mechanics of Conversion. No fractional Conversion of the Series A-1 Preferred Stock may be effected by any such holder upon the surrender to the Corporation at the principal office of the Corporation or at the office of any agent or agents of the Corporation, as may be designated by the Board of Directors (the "Transfer Agent"), of the certificate(s) for such Series A-1 Preferred Stock to be converted, accompanied by a written notice (the date of such notice being referred to as the "Conversion Date") stating that such holder elects to convert all or a specified number of such shares in accordance with the provisions of this Section 6 and specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. In case any holder's notice shall specify a name or names other than that of such holder, such notice shall be issued accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all transfer, issue, stamp and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Series A-1 Preferred StockStock pursuant hereto. In lieu As promptly as practicable, and in any event within five Business Days after the surrender of any fractional shares to such certificate or certificates and the receipt of such notice relating thereto and, if applicable, payment of all transfer taxes which are the responsibility of the holder would otherwise be entitledas set forth above (or the demonstration to the satisfaction of the Corporation that such taxes have been paid), the Corporation shall pay cash equal deliver or cause to such fraction multiplied by be delivered (i) certificates representing the then fair market value number of a share of Common Stock as determined in good faith by the Board of Directors. For such purposevalidly issued, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, fully paid 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 nonassessable full shares of Common Stock, and to receive certificates therefor, which the holder of shares of Series A-1 Preferred Stock being converted shall either be entitled and (Aii) surrender if less than the full number of shares of Series A-1 Preferred Stock evidenced by the surrendered certificate or certificates thereforis being converted, duly endorsed, at the office of the Corporation a new certificate or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificates, and shall give written notice to the Corporation at such office that the holder elects to convert the same. The Corporation shallof like tenor, 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 shares evidenced by such surrendered certificate or certificates less the number of Common Stock to which the 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 Common Stock, plus any declared and unpaid dividends on the converted Preferred Stockbeing converted. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender Conversion Date so that the rights of the holder thereof as to the shares being converted shall cease except for the rights pursuant to this Section 6 to receive shares of Preferred Stock to be convertedCommon Stock, in accordance herewith, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as having become the record holder or holders of such shares of Common Stock on at such datetime.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 Series B Preferred Stock shall be entitled to convert the same into full shares of Common Stock, Stock and to receive certificates therefor, the such holder shall either (A) 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 such holder elects to convert the same. In the event of an automatic conversion pursuant to Section 4(b), the outstanding shares of 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. The Corporation is not obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Series B Preferred are either delivered to the Corporation or (B) notify 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 execute executes an agreement 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 the holder elects to convert the same. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationindemnification in the case of a lost certificate, issue and deliver at such office to such holder of Preferred StockSeries B Preferred, a certificate or certificates for the number of shares of Common Stock to which the 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 Common Stock. Thereupon, plus the Corporation shall promptly pay in cash or, to the extent sufficient funds are not then legally available therefor, in Common Stock (at the Common Stock's fair market value determined by the Board of Directors as of the date of such conversion), any declared and but unpaid dividends on the converted shares of Series B Preferred Stockbeing converted. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Stock to be converted, or in the case of automatic conversion on the date of closing of a Qualified Offering or the date on which more than 60% of the originally issued Series B Preferred have been converted into Common Stock and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 Series A ----------------------- Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock shall be entitled to convert the same into full shares of Common Stock, and to receive certificates therefor, the holder he shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the particular series of Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificatesStock, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the Corporation at such office that the holder elects election to convert the samesame 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 This corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series D Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which the 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 Common Stock, plus any declared and unpaid dividends on the converted Preferred Stockaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series D Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on as of such date. If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or 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 the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series D Preferred Stock shall not be deemed to have converted such Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series D Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of (i) Promptly after the Conversion Date (and in any fractional shares to which the holder would otherwise be entitledevent within three (3) Business Days), the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined in good faith 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, the holder shall either (A) surrender issue and deliver to such holder the certificate or certificates therefor, duly endorsed, at the office number of the Corporation or of any transfer agent Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Series 6 Preferred Stock or Shares and (B) notify the Corporation or its transfer agent that pay to such certificates have been lostholder, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify extent of funds legally available therefor, all declared and unpaid Dividends on the Corporation from Series 6 Preferred Shares that are being converted into Class A Shares; provided, that any loss incurred by it in connection with such certificates, accrued and shall give written notice to the Corporation at such office that the holder elects to convert the same. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office 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 Preferred Stockduly authorized, a certificate or certificates for validly issued, fully paid and nonassessable Class A Shares equal to the number of shares of Common Stock to which determined by dividing (x) the holder shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared such accrued and unpaid dividends Dividends on the Series 6 Preferred Shares that are being converted Preferred Stockby (y) the then current Conversion Price. Such conversion shall will be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be convertedConversion Date, and the person or persons entitled to receive the shares of Common Stock Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock Class A Shares on such dateConversion 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 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 Series 6 Preferred Shares not converted other than any such tax due because Class A Shares or a certificate for Series 6 Preferred Shares are issued in a name other than the name of the converting holder.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu The Holder of any fractional Series B Preferred Stock may exercise the conversion right specified in paragraph (a) of this Section 4 by surrendering to the Secretary of the Corporation or any transfer agent of the Corporation the certificate or certificates for the shares to which be converted, if such shares are certificated, accompanied by a Notice of Conversion. Upon the holder would otherwise be entitledoccurrence of the event specified in paragraph (b) of this Section 4, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined in good faith by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of outstanding Series B Preferred Stock shall be aggregated, converted automatically without any further action by the Holder of such shares and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Stock shall be entitled whether or not the certificates representing such shares are surrendered to convert the same into full shares of Common Stock, and to receive certificates therefor, the holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent that such certificates agent. Conversion shall be deemed to have been losteffected on the date when delivery of a Notice of Conversion and certificates for shares to be converted is made in the case of conversion under paragraph (a) of this Section 4 if Series B Preferred Stock is issued in certificated form, stolen or destroyed on the date of the event specified in paragraph (b) of this Section 4, and execute an agreement satisfactory such date is referred to herein as the “Conversion Date.” Subject to the provisions of subparagraph (g)(ii) of this Section 4, as promptly as practicable thereafter (and after surrender of the certificate or certificates evidencing Series B Preferred Stock to the Corporation to indemnify or any transfer agent of the Corporation, if applicable) 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 the holder elects to convert the same. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at to or upon the written order of such office to such holder of Preferred Stock, Holder a certificate or certificates for the number of shares of Common Stock to which the holder shall be such Holder is entitled as aforesaid and a check payable or cash with respect to any fractional interest in any share of Common Stock as provided in paragraph (f) of this Section 4. Subject to the holder provisions of subparagraph (g)(ii) of this Section 4, the person in whose name the amount of any cash amounts payable as the result of a conversion into fractional shares of certificate or certificates for Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion Stock are to be issued shall be deemed to have been made immediately prior to the close become a holder of business record of such Common Stock on the date applicable Conversion Date. Upon conversion of such surrender only a portion of the number of shares covered by a certificate representing Series B Preferred Stock surrendered for conversion (in the case of conversion pursuant to paragraph (a) of this Section 4), as applicable, the Corporation shall issue and deliver to or upon the written order of the Holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Series B Preferred Stock representing the unconverted portion of the certificate so surrendered, if such shares are to be convertedheld in certificated form. Notwithstanding the foregoing, and the person or persons entitled Corporation shall not be obligated to receive issue to any Holder of Series B Preferred Stock certificates evidencing the shares of Common Stock issuable upon such conversion shall be treated for all purposes as unless certificates evidencing the record holder Series B Preferred Stock are delivered to either the Corporation or holders any transfer agent of the Corporation if such shares of Common Series B Preferred Stock on such dateare held in certificated form. No medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion shall be required.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith by the Board of Directors. For such purpose, all shares of Preferred Stock held by each Each holder of Series A 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 who desires to convert the same into full shares of Common Stock, and Stock pursuant to receive certificates therefor, the holder this Section 5 shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificatesSeries A Preferred, and shall give written notice to the Corporation at such office that the such holder elects to convert the same. The Such notice shall state the number of shares of Series A Preferred being converted. Thereupon, the Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, shall promptly issue and deliver at such office to such holder of Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder is entitled and shall promptly pay (i) in cash or in Common Stock (at the holder shall be entitled as aforesaid and a check payable average daily closing price of the shares of the Common Stock (on its principal trading market), rounded to two decimal places, for the ten (10) trading days immediately ending the two business days prior to the holder date of such conversion (the "Current Market Value") or in the amount of any cash amounts payable as event that the result of a conversion into fractional shares of Common Stock is not publicly traded on the American Stock Exchange or other national securities exchange, Common Stock's fair market value determined in good faith by the Board (the "Fair Market Value") as of the date of such conversion), plus at the option of the Corporation, any declared and accumulated but unpaid dividends on the shares of Series A Preferred being converted Preferred Stockand (ii) in cash (at the Current Market Value as of the date of such conversion or in the event that the Common Stock is not publicly traded on the American Stock Exchange or other national securities exchange, the Fair Market Value as of the date of conversion) the value of any fractional share of Common Stock otherwise issuable to any holder of Series A Preferred. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

Mechanics of Conversion. No fractional The holder of any shares of Common Series A Preferred Stock shall be issued upon may exercise the conversion of Preferred Stock. In lieu of any fractional shares right specified in Section 5(a) by surrendering to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by or the then fair market value transfer agent of a share of Common Stock as determined in good faith 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, the holder shall either (A) surrender Corporation the certificate or certificates thereforfor the shares to be converted, duly endorsedaccompanied by written notice specifying the number of shares to be converted; provided, at however, that the office Corporation will not be obligated to issue to any such holder the certificate or certificates evidencing the shares of Class A Common Stock issuable upon such conversion, unless the certificate or certificates evidencing the shares of Series A Preferred Stock are either delivered to the Corporation or of any the transfer agent for of the Corporation. Conversion will be deemed to have been effected on the date when delivery is made of notice of an election to convert and the certificate or certificates evidencing the Series A Preferred Stock or shares to be converted (B) notify the "Conversion Date"). Subject to the provisions of Section 5(e)(iv), as promptly as practicable thereafter, the Corporation or its transfer agent 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 connection with such certificates, and shall give written notice to the Corporation at such office that the holder elects to convert the same. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, will issue and deliver at such office to or upon the written order of such holder of Preferred Stock, a certificate or certificates for the number of full shares of Class A Common Stock to which the such holder shall be is entitled as aforesaid and a check payable or cash with respect to any fractional interest in a share of Class A Common Stock as provided in Section 5(d). Subject to the holder provisions of Section 5(e)(iv), the person in whose name the amount of any cash amounts payable as the result of a conversion into fractional certificate or certificates for shares of Class A Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall 103 Stock are to be issued will be deemed to have been made immediately prior to the close become a holder of business on the date record of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock on such datethe applicable Conversion Date. Upon conversion of only a portion of the number of shares covered by a certificate representing shares of Series A Preferred Stock surrendered for conversion, the Corporation will issue and deliver to or upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Series A Preferred Stock representing the unconverted portion of the certificate so surrendered.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 Series A ----------------------- Preferred Stock shall be entitled to voluntarily convert the same into full shares of Common Stock, and to receive certificates therefor, the holder he shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the Series A Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificatesStock, and shall give written notice to this corporation at its principal corporate office, of the Corporation at such office that the holder elects election to convert the samesame 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 This corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which the 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 Common Stock, plus any declared and unpaid dividends on the converted Preferred Stockaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on as of such date. In the event of an automatic conversion pursuant to Sections 3(b), the outstanding shares of Series A Preferred Stock shall be converted automatically without any further action by the holder 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 not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion, unless the certificates evidencing such shares of Series A Preferred Stock are delivered to the corporation or its transfer agent as provided herein. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Act, as aforesaid, the conversion may, at the option of any holder tendering Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the Series A Preferred Stock shall not be deemed to have converted such Series A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of To convert Series A Preferred Stock. In lieu of any fractional shares to which the , a holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined in good faith 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, the holder shall either must (Ai) surrender the certificate or certificates thereforevidenc- ing the shares of Series A Preferred Stock to be converted, duly endorsedendorsed in a form satisfactory to the Corporation, at the office of the Corporation or of any transfer agent for the Series A Preferred Stock or Stock, (Bii) notify the Corporation or its transfer agent 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 connection with such certificates, and shall give written notice to the Corporation at such office that the holder elects to convert the same. 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 A Preferred Stock, a the number of shares such holder wishes to convert and (iii) state in writing the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. In the event that a holder fails to notify the Corporation of the number of shares of Common Series A Preferred Stock that such holder wishes to which convert, the 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 Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have elected to convert all shares represented by the certificate or certificates surrendered for conversion to Common Stock, subject to Section V of this Article IV. Any Series A Preferred Stock which is not convertible into Common Stock as a result of Section V of this Article IV shall be returned to its respective holder as Series A Preferred Stock, unless the Corporation has received written notice that such holder would prefer to convert the remaining Series A Preferred Stock into Series B Junior Stock. The date on which the holder satisfies all those require- ments is referred to as the "Conversion Date." As soon as practicable after surrender of the certificate or certificates, the Corporation shall deliver a certificate for the number of full shares of Common Stock issuable upon the conversion, and a new certificate representing the unconverted portion, if any, of the shares of Series A Preferred Stock represented by the certificate or certificates surrendered for conversion. The person in whose name the Common Stock certificate is registered shall be treated as the stockholder of record on and after the Conversion Date. No cash payment or adjustment will be made for accrued and unpaid cash dividends on converted shares of Series A Preferred Stock or for dividends on any Common Stock issued upon such conversion. A share of Series A Preferred Stock surrendered for conversion during the period from the close of business on any Record Date for the payment of dividends to the opening of business of the corresponding Dividend Payment Date must be accompanied by a payment in cash, Series A Preferred Stock or a combination thereof, in an amount equal to the dividend payable on such Dividend Payment Date, unless such share of Series A Preferred Stock has been made immediately prior called for redemp- tion on a redemption date occurring during the period from the close of business on any Record Date for the payment of dividends to the close of business on the Business Day immediately following the corresponding Dividend Payment Date. The dividend payment with respect to a share of Series A Preferred Stock called for redemption on a date during the period from the close of business on any Record Date for the payment of dividends to the close of business on the Business Day immediately following the corresponding Dividend Payment Date will be payable on such Dividend Payment Date to the record holder of such surrender share on such Record Date, notwithstanding the conversion of the shares of Preferred Stock such share after such Record Date and prior to be convertedsuch Dividend Payment Date, and the person or persons entitled to receive holder converting such share of Series A Preferred Stock need not include a payment of such dividend amount upon surrender of such share of Series A Preferred Stock for conversion. If a holder of Series A Preferred Stock converts more than one share at a time, the number of full shares of Common Stock issuable upon such conversion shall be treated for based on the total liquidation preferences of all purposes as the record holder or holders of such shares of Common Series A Preferred Stock converted. If the last day on such date.which Series A Preferred Stock may be converted is not a Business Day, Series A Preferred Stock may be surrendered for conversion on the next succeeding Business Day. C.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 Holder of Series A Preferred Stock shall be entitled to convert the same into full shares of Common Stock, and to receive certificates therefor, the holder such Holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series A Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificatesStock, and shall give written notice to the Corporation at such its principal corporate office that of the holder elects election to convert the samesame 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 after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder Holder of Series A Preferred Stock, or to the nominee or nominees of such Holder, a certificate or certificates for the number of shares of Common Stock to which the holder such Holder shall be entitled as aforesaid aforesaid, together with any cash dividends declared but unpaid on such shares of Series A Preferred Stock. In case the number of shares of Series A Preferred Stock represented by the certificate or certificates surrendered pursuant to Section 3(a) above exceeds the number of shares converted, the Corporation shall, upon conversion, execute and a check payable deliver to the holder in Holder (at the amount expense of any cash amounts payable as the result Corporation) a new certificate or certificates for the number of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Series A Preferred StockStock surrendered but not converted. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of such Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any Holder tendering such Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive Common Stock upon conversion of such Series A Preferred Stock shall not be deemed to have converted such Series A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock or Series C-1 Preferred Stock shall be entitled to convert the same into full shares of Common Stock, and to receive certificates thereforhe, the holder she or it shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificates, stock and shall give written notice to this corporation at its principal corporate office of the Corporation at such office that the holder elects election to convert the samesame 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 This corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to each such holder holder, or to the nominee or nominees of Preferred Stockeach such holder, (i) a certificate or certificates for the number of shares of Common Stock to which the each such holder shall be entitled as aforesaid and (ii) a check payable to the holder in the amount cash payment of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and all accrued but unpaid dividends on the converted Preferred Stockshares as of the date of conversion. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock or Series C-1 Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.the

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 market value of a share of Common Preferred Stock as determined in good faith by the Board of Directors. For such purpose, all shares Directors 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 cashthe Corporation. Before any holder of Preferred Stock shall be entitled to convert the same into full shares of Common Stock, Stock and to receive certificates therefor, the such holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificates, and shall give written notice to the Corporation at such office that the holder he elects to convert the same. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter (but in any event within five (5) business days thereafter), issue and deliver at such office to such holder of Preferred Stock, Stock a certificate or certificates for the number of shares of Common Stock to which the holder he 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 Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. Upon the occurrence of any event specified in Section 4(b), but subject to Section 5(g), the outstanding shares of Preferred Stock shall be 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 such shares are surrendered to the Corporation or its transfer agent; provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Preferred Stock are either delivered to the Corporation or its transfer agent as provided below, 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.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 Class B Common Shares shall be entitled to convert the same such Class B Common Shares into full shares of Class A Common Stock, and Shares pursuant to receive certificates thereforsub-paragraph (a) (1) above, the holder shall either (A) shall, if available, surrender the certificate or certificates therefor, duly endorsedendorsed (where applicable), at the registered office of the Corporation Company. Upon the occurrence of one of the bases of conversion provided for in paragraph (a) above, the Company shall 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 resulting from the conversion of the Class B Common Shares in, and make any transfer agent other necessary and consequential changes to, the Register of Members. Any conversion of Class B Common Shares 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 Preferred Stock or time being attached thereto and shall rank pari passu in all respects with the Class A Common Shares then in issue; and/or (Bii) notify the Corporation or its transfer agent 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 certificates have been lostredemption shall take place at par). For the avoidance of doubt, stolen or destroyed and execute an agreement satisfactory following the conversion to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesClass A Common Shares, and shall give written notice to the Corporation at such office that the holder elects to convert the same. The Corporation shall, as soon as practicable after thereof shall have Class A Common Share voting rights in respect of such delivery, or after such agreement shares and indemnification, issue and deliver at such office to such holder of Preferred Stock, a certificate or certificates for the number of shares of not Class B Common Stock to which the 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 Common Stock, plus any declared and unpaid dividends on the converted Preferred StockShare voting rights. Such conversion shall become effective forthwith upon entries being made in the Register of Members to record the re-designation and re-classification of the relevant Class B Common Shares as Class A Common Shares. If the proposed conversion is in connection with an underwritten public or private offering of securities, the conversion may, at the option of any holder tendering such Class B Common Shares for conversion, be conditional upon the closing with the underwriters or other purchasers of the sale of securities pursuant to such offering, in which event any persons entitled to receive Class A Common Shares upon conversion of such Class B Common Shares shall not be deemed to have been made converted such Class B Common Shares until immediately prior to the close of business on the date closing of such surrender sale of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such datesecurities.

Mechanics of Conversion. In order to convert shares of Series B Preferred Stock into shares of Common Stock, the holder of shares of Series B Preferred Stock shall (i) fax a copy of the fully executed notice of conversion in the form attached hereto ("Notice of Conversion") to the Corporation at its principal office and to the transfer agent for the Common Stock that such holder elects to convert the same, which notice shall specify the number of shares of Series B Preferred Stock to be converted and shall contain a calculation of the Conversion Rate (together with a copy of the first page of each certificate to be converted) prior to 5:00 p.m., New York City time (the "Conversion Notice Deadline") on the date of conversion specified on the Notice of Conversion and (ii) surrender the original certificate or certificates for the shares of Series B Preferred Stock to be converted, duly endorsed, and deliver the original Notice of Conversion by either overnight courier or two-day courier, to the principal office of the Corporation or the office of the transfer agent for the Common Stock; provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series B Preferred Stock are delivered to the Corporation or its transfer agent as provided above. Upon receipt by the Corporation of evidence of the loss, theft, destruction or mutilation of any certificate representing shares of Series B Preferred Stock, and (in the case of loss, theft or destruction) of indemnity or security reasonably satisfactory to the Corporation, and upon surrender and cancellation of any certificate representing shares of Series B Preferred Stock, if mutilated, the Corporation shall execute and deliver a new certificate of like tenor and date. No fractional shares of Common Stock shall be issued upon conversion of the Series B Preferred Stock. In lieu of any fractional shares share to which the holder of shares of Series B Preferred Stock would otherwise be entitled, the Corporation shall pay cash to such holder in an amount equal to such fraction multiplied by the Conversion Price then fair market value in effect. In the case of a share dispute as to the calculation of Common Stock as determined in good faith by the Board of Directors. For such purposeConversion Rate, all shares of Preferred Stock held by each holder of Preferred Stock the Corporation's calculation shall be aggregated, deemed conclusive absent manifest error. The Corporation shall use all reasonable efforts to issue 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, the holder shall either deliver within seven (A7) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory business days after delivery to the Corporation to indemnify the Corporation from any loss incurred by it in connection with of such certificates, and shall give written notice to the Corporation at such office that the holder elects to convert the same. 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 StockStock at the address of the holder on the books of the Corporation, a certificate or certificates for the number of shares of Common Stock to which the holder shall be entitled as aforesaid and a check payable to aforesaid. The date on which conversion occurs (the holder in the amount "Date of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion Conversion") shall be deemed to have been made immediately prior be the date set forth in such Notice of Conversion, provided (i) that the advance copy of the Notice of Conversion is faxed to the close of business Corporation before 5:00 p.m., New York City time, on the date Date of such surrender of Conversion, and (ii) that the original stock certificates representing the shares of Series B Preferred Stock to be converted, and converted are received by the Corporation or the transfer agent within two (2) business days thereafter. The person or persons entitled to receive the shares of Common Series B Preferred Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. If the original certificates representing the shares of Series B Preferred Stock to be converted are not received by the Corporation or the transfer agent within two (2) business days after the Date of Conversion or if the facsimile of the Notice of Conversion is not received by the Corporation or its transfer agent prior to the Conversion Notice Deadline, the Notice of Conversion, at the Corporation's option, may be declared null and void. Following any conversion of shares of Series B Preferred Stock, such shares of Series B Preferred Stock shall no longer be outstanding.

Mechanics of Conversion. To convert the Series C Convertible Preferred Stock, a holder shall: (i) email, fax (or otherwise deliver by other means resulting in notice) a copy of a fully executed notice of conversion in the form attached hereto as Annex A (each a “Notice of Conversion”) and (ii) such number of Series C Convertible Preferred Stock converted shall be deemed to be surrendered. To effect conversions of shares of Series C Convertible Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing such shares of Series C Convertible Preferred Stock to the Company. The date of the holder’s delivery of the notice of conversion to the Company shall be the "Conversion Date". No fractional shares of Common Stock shall be issued upon conversion of the Series C Convertible 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 market value of a share of Common Stock as determined in good faith by the Board of Directors. For such purpose, all shares or round-up to the next whole number 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, the holder shall either (A) surrender the certificate or certificates therefor, duly endorsedshares, at the office Corporation’s option. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificates, and shall give written notice to the Corporation at such office that the holder elects to convert the same. 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 total number of shares of Series C Convertible Preferred Stock the Holder is at the time converting into Common Stock to which the 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 Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the aggregate number of shares of Common Stock issuable upon such conversion conversion. Certificates representing the Series C Convertible Preferred Stock shall be treated for all purposes as have the record holder or holders of such shares of Common Stock on such datefollowing legend: THE HOLDER AND ANY ASSIGNEE OR TRANSFEREE, BY ACCEPTANCE OF THIS STOCK CERTIFICATE, ACKNOWLEDGE AND AGREE THAT, PURSUANT TO THE CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C CONVERTIBLE PREFERRED STOCK, THE NUMBER OF SHARES REFLECTED ON THE FACE OF THIS CERTIFICATE MAY NOT BE THE ACTUAL NUMBER OF SHARES HELD BY THE HOLDER OR ASSIGNEE. PLEASE INQUIRE WITH THE COMPANY AS TO THE ACTUAL NUMBER OF SHARES EVIDENCED BY THIS CERTIFICATE.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith 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 Class A Common Stock shall be entitled to convert the same such Class A Common Stock into full shares of Common Stock, and to receive certificates therefor, the holder shall either (A) surrender the certificate or certificates therefor, duly endorsedendorsed (or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed certificate), at the office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificatesClass A Common Stock, and shall give written notice to the Corporation at such office that its principal corporate office, of the holder elects election to convert the samesame 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 after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Preferred Class A Common Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid aforesaid, and a check payable to certificate for the holder in the amount remaining number of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock, plus any declared and unpaid dividends on Stock if less than all of the converted Preferred StockClass A Common Stock evidenced by the certificate were surrendered. Such conversion shall be deemed to have been made immediately prior to the close of business on (i) the date of such surrender of the shares of Preferred Class A Common Stock to be convertedconverted 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 shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on as of such date. If the conversion is in connection with an underwritten public offering of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering such Class A Common Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event any persons entitled to receive Common Stock upon conversion of such Class A Common Stock shall not be deemed to have converted such Class A Common Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional (i) In order for a holder of Series B Preferred Stock to convert shares of Common Stock shall be issued upon conversion of 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 market value of a share of Common Stock as determined in good faith by the Board of Directors. For such purpose, all shares of Series B 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, the such holder shall either (A) surrender the certificate or certificates therefor, duly endorsedfor such shares of Series B Preferred Stock, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock (or (B) notify at the principal office of the Corporation or if the Corporation serves as its own transfer agent agent), together with written notice 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 connection with such certificates, and shall give written notice to the Corporation at such office that the holder elects to convert all or any number of the sameshares 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 such delivery, or after such agreement and indemnificationthe Conversion Date, 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 shares of Common Stock to which the such holder shall be entitled as aforesaid and a check payable to the holder entitled, together with cash in the amount lieu of any cash amounts payable as the result fraction of a share. (ii) The Corporation 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 into fractional of the Series B Preferred Stock, such number of its duly authorized shares of Common Stock, plus any declared and unpaid dividends on Stock as shall from time to time be sufficient to effect the converted conversion of all outstanding Series B Preferred Stock. Such conversion shall be deemed to have been made immediately prior to Before taking any action which would cause an adjustment reducing the close Conversion Price below the then par value of business on the date of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall of the Series B Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be treated for all purposes as necessary in order that the record holder or holders of such 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 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 and all rights with respect to such date.shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate on the Conversion Date, except only the right of the 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 may be necessary to reduce the authorized Series B Preferred Stock accordingly. (v) The Corporation shall pay any and all issue and other taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Series B Preferred C-4

Mechanics of Conversion. (h) Conversion of Preference Shares to Ordinary Class Shares. No fractional shares of Common Stock Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares shall be issued upon conversion of Preferred Stockthe Preference Shares. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation Company shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined in good faith 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 casheffective Conversion Price. Before any holder of Preferred Stock Preference Shares shall be entitled to convert the same into full shares of Common StockSeries A Ordinary Shares, and to receive certificates thereforSeries B1 Ordinary Shares or Series B2 Ordinary Shares, the holder it shall either (A) surrender the certificate or certificates therefor, duly endorsedif any, at the office of the Corporation Company or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent 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 connection with such certificatesPreference Shares, and shall give written notice to the Corporation Company at such office that the holder it elects to convert the samesuch number of Preference Shares, as specified in such notice. The Corporation Company shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Preferred Stock, Preference Shares a certificate or certificates for the number of shares of Common Stock Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares to which the holder it shall be entitled as aforesaid or, in lieu thereof, evidence that such number of Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares has been recorded in the Register as held by such holder, 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 Common StockSeries A Ordinary Shares, plus any declared and unpaid dividends on the converted Preferred StockSeries B1 Ordinary Shares or Series B2 Ordinary Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock Preference Shares to be converted, and the person or persons entitled to receive the shares of Common Stock 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 shares of Common Stock Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares on such date.