Common use of Mechanics of Optional Conversion Clause in Contracts

Mechanics of Optional Conversion. To effect the optional conversion of shares of Series A Preferred Stock in accordance with Section 4(a) of this Designation, any Holder of record shall make a written demand for such conversion (for purposes of this Designation, a “Conversion Demand”) upon the Company at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and the proposed date of such conversion (for purposes of this Designation, the “Optional Conversion Date”). Upon receipt of the Conversion Demand, the Company shall give written notice (for purposes of this Designation, a “Conversion Notice”) to the Holder setting forth therein (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such Xxxxxx’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Series A Preferred Stock, if any, or, if none, of the Company. On or before the Optional Conversion Date, each Holder of the Series A Preferred Stock so to be converted shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the Company at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the Company. As soon as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such shares, the Company shall issue and deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records of the stock transfer agent for the Series A Preferred Stock, if any, or, if none, of the Company, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof.

Mechanics of Optional Conversion. To effect the optional conversion of shares Before any holder of Series A Preferred Stock in accordance with Section 4(a) of this Designation, any Holder of record shall make a written demand for such conversion (for purposes of this Designation, a “Conversion Demand”) upon the Company at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and the proposed date of such conversion (for purposes of this Designation, the “Optional Conversion Date”). Upon receipt of the Conversion Demand, the Company shall give written notice (for purposes of this Designation, a “Conversion Notice”) to the Holder setting forth therein (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, entitled to such Holder at such Xxxxxx’s address as may be set forth in convert the Conversion Demand or, if not set forth therein, as it appears on the records same into full shares of the stock transfer agent for the Series A Preferred Common Stock, if any, or, if none, of the Company. On or before the Optional Conversion Date, each Holder of the Series A Preferred Stock so to be converted such holder shall surrender the certificate or certificates representing such sharestherefore, duly endorsed for transfer or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed stock power by the registered holder or other instrument of assignment, if the Conversion Notice so provides, to the Company at any place set forth by such holder's attorney duly authorized in such notice or, if no such place is so set forthwriting, at the principal executive offices office of the Company. As soon Corporation or of any transfer agent for the Common Stock, and shall give at least five (5) days' prior written notice to the Corporation at such office that such holder elects to convert the same or such portion thereof as practicable after such holder elects to convert and shall state therein such holder's name or the Optional Conversion Date and name of the surrender of nominees in which such holder wishes the certificate or certificates representing such sharesfor shares of Common Stock to be issued. The Corporation shall, the Company shall as soon as practicable thereafter, issue and deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records holder of the stock transfer agent for the Series A Preferred Stock, if any, or, if none, of the Companyor to such holder's nominee or nominees, a certificate or certificates for the number of whole shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. From and after such date, all rights of the holder with respect to the Series A Preferred Stock so converted shall terminate, except only the right of such holder, upon the surrender of his, her or its certificate or certificates therefor, to receive certificates for the number of shares of Common Stock issuable upon conversion thereof. 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 shall issue and deliver to the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of the Series A Preferred Stock representing the unconverted portion of the certificate so surrendered, which new certificate shall entitle the record holder thereof to all rights in accordance with respect of the provisions hereofshares of Series A Preferred Stock represented thereby to the same extent as if the portion of the certificate theretofore covering such unconverted shares had not been surrendered for conversion.

Mechanics of Optional Conversion. To effect the optional conversion In order for a holder of Non-Voting Common Stock to voluntarily convert shares of Series A Preferred Non-Voting Common Stock in accordance with into shares of Common Stock pursuant to the second sentence of Section 4(a4.3(d)(ii) of this Designationhereof or Section 4.3(d)(iii) hereof or Section 4.3(d)(iv) hereof, any Holder of record such holder shall make a written demand for such conversion (for purposes of this Designation, a “Conversion Demand”1) upon the Company at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and the proposed date of such conversion (for purposes of this Designation, the “Optional Conversion Date”). Upon receipt of the Conversion Demand, the Company shall give deliver written notice (for purposes of this Designation, a an “Optional Conversion Notice”) to the Holder setting forth therein (iCorporation in the manner provided by the Stockholders Agreement that such holder elects to convert all or any number of such holder’s shares of Non-Voting Common Stock that are then convertible pursuant to the second sentence of Section 4.3(d)(ii) the address of the place hereof or places at which the certificate Section 4.3(d)(iii) hereof or certificates representing any shares not yet tendered are to be converted are to be surrendered; Section 4.3(d)(iv) hereof, as applicable, and (ii2) whether the certificate or certificates to be surrendered if such holder’s shares of Non-Voting Common Stock are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment andcertificated, if so, the form of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such Xxxxxx’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Series A Preferred Stock, if any, or, if none, of the Company. On or before the Optional Conversion Date, each Holder of the Series A Preferred Stock so to be converted shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument shares of assignment, if the Conversion Notice so provides, to the Company at any place set forth in such notice or, if no such place is so set forth, Non-Voting Common Stock at the principal executive offices office of the CompanyCorporation during usual business hours. As soon All certificates representing shares of Non-Voting Common Stock surrendered for optional conversion pursuant to the second sentence of Section 4.3(d)(ii) hereof or Section 4.3(d)(iii) hereof or Section 4.3(d)(iv) hereof, as practicable after applicable, shall be delivered to the Corporation for cancellation and (subject to Section 4.3(d)(iv)(2) hereof if the number of Conversion Election Shares exceeds the Conversion Cap) canceled by the Corporation. An Optional Conversion Notice shall (a) state whether the holder is electing to convert such shares pursuant to the second sentence of Section 4.3(d)(ii) hereof or Section 4.3(d)(iii) hereof or Section 4.3(d)(iv) hereof and (b) (I) in the case of optional conversion pursuant to the second sentence of Section 4.3(d)(ii) hereof, attach a copy of the Sale Agreement, provide such additional information as may be reasonably requested by the Corporation to verify that the sale contemplated by the Sale Agreement constitutes a Permitted Sale, that the sale of such shares of Common Stock is required to be registered under the Securities Act pursuant to the Sale Agreement and that such shares of Common Stock constitute Registrable Securities under the Registration Rights Agreement, and contain the legally binding written agreement specified by subclause (4) of such sentence; (II) in the case of optional conversion in connection with a Market Sale pursuant to Section 4.3(d)(iii) hereof, provide such information as may be reasonably requested by the Corporation to verify that such Market Sale constitutes a Permitted Sale and that such Market Sale will comply with all applicable requirements of the Securities Act, and contain the legally binding written agreement specified by subclause (2) of Section 4.3(d)(iii) hereof; or (III) in the case of optional conversion in connection with a Dilutive Issuance pursuant to Section 4.3(d)(iv) hereof, identify the Dilutive Issuance in respect of which conversion rights are being exercised, state the number of shares of Common Stock held by such holder as of the date of the Optional Conversion Date Notice, immediately prior to such Dilutive Issuance and immediately following such Dilutive Issuance to enable the Corporation to determine the Conversion Cap, and provide such additional information as may be reasonably requested by the Corporation in connection therewith. No Optional Conversion Notice shall be deemed delivered to the Corporation until such time as the holder delivering the same shall have provided all information required by, and all such additional information reasonably requested by the Corporation pursuant to, subclause (b) of the immediately preceding sentence. The close of business on the fifth Business Day after the later of the date of delivery to the Corporation of the Optional Conversion Notice and, if applicable, the date of surrender of all certificates representing shares of Non-Voting Common Stock to be converted pursuant to such Optional Conversion Notice shall be the date and time of such conversion (the “Conversion Time”), and the surrender of the certificate or certificates representing such shares, the Company shall issue and deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records of the stock transfer agent for the Series A Preferred Stock, if any, or, if none, of the Company, a certificate or certificates for the number of whole shares of Common Stock issuable upon conversion of the specified shares of Non-Voting Common Stock shall be deemed to be outstanding of record as of the Conversion Time. The Corporation shall, as soon as practicable after the Conversion Time (subject to compliance with the applicable provisions of federal and state securities laws), (x) issue and deliver to such conversion applicable holder a certificate or certificates or a notice of issuance of uncertificated shares, as applicable, representing the number of shares of Common Stock issued at the Conversion Time in accordance with the provisions hereof, (y) issue and deliver new certificates representing any Conversion Election Shares deemed not to have been converted by operation of Section 4.3(d)(iv)(2), if any, certificates for which the holder thereof may have surrendered to the Corporation for cancellation with such holder’s Optional Conversion Notice, and (z) if at such time there are any declared but unpaid dividends on the shares of Non-Voting Common Stock so converted, pay out of funds legally available therefor such dividends to the holders thereof on the payment date determined by the Board in respect of such dividends.

Mechanics of Optional Conversion. To (a) In order for a Holder to effect the optional conversion of shares of Series A Preferred Stock in accordance with Section 4(a) of this Designationan Optional Conversion, any Holder of record such holder shall make a written demand for such conversion (for purposes of this Designation, a “Conversion Demand”) upon the Company at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and the proposed date of such conversion (for purposes of this Designation, the “Optional Conversion Date”). Upon receipt of the Conversion Demand, the Company shall give provide written notice to the Transfer Agent (for purposes of this Designation, a “Conversion Notice”) that such Holder elects to the Holder setting forth therein convert all or any number of such holder’s shares of Preferred Stock and, if applicable, any event on which such conversion is contingent and (iii) the address of the place or places at which if such Holder’s shares are certificated, surrender the certificate or certificates representing any for such shares not yet tendered are to be converted are to be surrendered; and (ii) whether of Preferred Stock at the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument office of assignment and, if so, the form of such endorsement or power or other instrument of assignmentTransfer Agent. The Conversion Notice shall be sent by first class mail, postage prepaid, to state such Holder’s name or the names of the nominees in which such Holder at such Xxxxxx’s address as may be set forth in wishes the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Series A Preferred Stock, if any, or, if none, of the Company. On or before the Optional Conversion Date, each Holder of the Series A Preferred Stock so Common Securities to be converted issued. If required by the Company or the Transfer Agent, any certificates surrendered for conversion shall surrender the certificate or certificates representing such shares, duly be endorsed for transfer or accompanied by a written instrument or instruments of transfer, in a form reasonably satisfactory to the Company, duly executed stock power by the registered holder or other instrument his, her or its attorney duly authorized in writing. The close of assignment, if business on the date of receipt by the Transfer Agent of the Conversion Notice so provides, to the Company at any place set forth in such notice orand, if no such place is so set forthapplicable, at certificates (or lost certificate affidavit and agreement) shall be the principal executive offices time of conversion (the “Conversion Time”), and the Common Securities issuable upon conversion of the Companyspecified shares shall be deemed to be outstanding of record as of such date. As The Company shall, as soon as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such shares, the Company shall Time (i) issue and deliver to such Holder, or to his, her or its nominee, at such Holder’s address as it appears on the records of the stock transfer agent for the Series A Preferred Stock, if any, or, if none, of the Companynominees, a certificate or certificates notice of issuance for the number of whole shares of Common Stock issuable upon such conversion Securities in accordance with the provisions hereofhereof and a notice of issuance for the number (if any) of the shares of Preferred Stock represented by the surrendered certificate that were not converted into Common Stock, and (ii) pay all Accrued Dividends on the shares of Preferred Stock converted.

Mechanics of Optional Conversion. To effect the optional conversion of shares of Series A B-1 Preferred Stock in accordance with Section 4(a) of this Designation, any Holder of record shall make a written demand for such conversion (for purposes of this Designation, a “Conversion Demand”) upon the Company at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and the proposed date of such conversion (for purposes of this Designation, the “Optional Conversion Date”). Upon receipt of the Conversion Demand, the Company shall give written notice (for purposes of this Designation, a “Conversion Notice”) to the Holder setting forth therein (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such Xxxxxx’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Series A B-1 Preferred Stock, if any, or, if none, of the Company. On or before the Optional Conversion Date, each Holder of the Series A B-1 Preferred Stock so to be converted shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the Company at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the Company. As soon as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such shares, the Company shall issue and deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records of the stock transfer agent for the Series A B-1 Preferred Stock, if any, or, if none, of the Company, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof.

Mechanics of Optional Conversion. To Holders shall effect conversions by providing the optional Company with a notice of conversion (a “Notice of Conversion”). Each Notice of Conversion shall specify the number of shares of Series A E Preferred Stock in accordance with Section 4(a) to be converted, the number of this Designationshares of Series E Preferred Stock owned prior to the conversion at issue, any Holder the number of record shall make a written demand for shares of Series E Preferred Stock owned subsequent to the conversion at issue, the number of shares of Common Stock to be issued upon conversion and the date on which such conversion (for purposes is to be effected, which date may not be prior to the date the applicable holder delivers by email or facsimile such Notice of this Designation, a “Conversion Demand”) upon to the Company at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and the proposed date of such conversion (for purposes of this Designationdate, the “Optional Conversion Date”). Upon receipt If no Optional Conversion Date is specified in a Notice of the Conversion DemandConversion, the Company Optional Conversion Date shall give written notice (for purposes be the date that such Notice of this Designation, a “Conversion Notice”) to the Holder setting forth therein Company is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument type of assignment and, if so, the guarantee or notarization) of any Notice of Conversion form of such endorsement or power or other instrument of assignmentbe required. The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such Xxxxxx’s address as may be calculations and entries set forth in the Notice of Conversion Demand or, if not set forth therein, as it appears on shall control in the records absence of the stock transfer agent for the manifest or mathematical error. To effect conversions of shares of Series A E Preferred Stock, if any, or, if none, a holder shall not be required to surrender the certificate(s) representing the shares of Series E Preferred Stock to the Company unless all of the Company. On or before shares of Series E Preferred Stock represented thereby are so converted, in which case such holder shall deliver the certificate representing such shares of Series E Preferred Stock promptly following the Optional Conversion DateDate at issue. The Company shall, each Holder of the Series A Preferred Stock so to be converted shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the Company at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the Company. As as soon as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such sharesDate, the Company shall issue and deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records holder of the stock transfer agent for the Series A E Preferred Stock, if anyor to his, or, if none, of the Companyher or its nominees, a certificate or certificates certificates, or a notification of book entry, for the number of whole full shares of Common Stock issuable upon such conversion in accordance with the provisions hereofhereof and a certificate or certificates, or a notification of book entry, for the number (if any) of the shares of Series E Preferred Stock represented by the surrendered certificate that were not converted into Common Stock.

Mechanics of Optional Conversion. To effect the optional conversion of shares of Series A B Convertible Preferred Stock in accordance with Section 4(a) of this Designation, any Holder of record shall make a written demand for such conversion (for purposes of this Designation, a “Conversion Demand”) upon the Company Corporation at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and (ii) the proposed date of such conversion conversion, which shall be a business day not less than fifteen (15) nor more than thirty (30) days after the date of such Conversion Demand (for purposes of this Designation, the “Optional Conversion Date”). Upon Within five days of receipt of the Conversion Demand, the Company Corporation shall give written notice (for purposes of this Designation, a “Conversion Notice”) to the Holder setting forth therein (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument instruments of assignment and, if so, the form of such endorsement or power or other instrument instruments of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such XxxxxxHolder’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Series A B Convertible Preferred Stock, if any, or, if none, of the CompanyCorporation. On or before the Optional Conversion Date, each Holder of the Series A B Convertible Preferred Stock so to be converted shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the Company Corporation at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the CompanyCorporation. As soon as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such shares, the Company Corporation shall issue and deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records of the stock transfer agent for the Series A B Convertible Preferred Stock, if any, or, if none, of the CompanyCorporation, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof.

Mechanics of Optional Conversion. To effect Before any Holder shall be entitled to convert the optional conversion of same into full shares of Series A Preferred Stock in accordance with Section 4(a) of this DesignationCommon Stock, any Holder of record shall make a written demand for such conversion (for purposes of this Designation, a “Conversion Demand”) upon the Company at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and the proposed date of such conversion (for purposes of this Designation, the “Optional Conversion Date”). Upon receipt of the Conversion Demand, the Company shall give written notice (for purposes of this Designation, a “Conversion Notice”) to the Holder setting forth therein (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such Xxxxxx’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Series A Preferred Stock, if any, or, if none, of the Company. On or before the Optional Conversion Date, each Holder of the Series A Preferred Stock so to be converted shall surrender the certificate or certificates representing such sharestherefor, duly endorsed for transfer or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed stock power by the registered Holder or other instrument of assignment, if the Conversion Notice so provides, to the Company at any place set forth by such Hxxxxx’s attorney duly authorized in such notice or, if no such place is so set forthwriting, at the principal executive offices office of the Company. As soon Corporation or of any transfer agent for the Common Stock, and shall give at least five (5) days’ prior written notice (in the form attached hereto as practicable after Schedule I) to the Optional Conversion Date Corporation at such office that such Holder elects to convert the same or such portion thereof as such Holder elects to convert and shall state therein such Holder’s name or the surrender name of the nominees in which such Holder wishes the certificate or certificates representing such sharesfor shares of Common Stock to be issued,. The Corporation shall, the Company shall as soon as practicable thereafter, issue and deliver to such Holder, or its nominee, at to such Holder’s address as it appears on the records of the stock transfer agent for the Series A Preferred Stock, if any, or, if none, of the Companynominee or nominees, a certificate or certificates for the number of whole shares of Common Stock to which such Holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the record Holder or Holders of such shares of Common Stock on such date. From and after such date, all rights of the Holder with respect to the Series A Preferred Stock so converted shall terminate, except only the right of such Holder, upon the surrender of his, her or its certificate or certificates therefor, to receive certificates for the number of shares of Common Stock issuable upon conversion thereof. 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 shall issue and deliver to the Holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of the Series A Preferred Stock representing the unconverted portion of the certificate so surrendered, which new certificate shall entitle the record Holder thereof to all rights in accordance with respect of the provisions hereofshares of Series A Preferred Stock represented thereby to the same extent as if the portion of the certificate theretofore covering such unconverted shares had not been surrendered for conversion.

Mechanics of Optional Conversion. To effect the optional conversion of shares Before any holder of Series A Preferred Stock in accordance with Section 4(a) of this Designation, any Holder of record shall make a written demand for such conversion (for purposes of this Designation, a “Conversion Demand”) upon the Company at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and the proposed date of such conversion (for purposes of this Designation, the “Optional Conversion Date”). Upon receipt of the Conversion Demand, the Company shall give written notice (for purposes of this Designation, a “Conversion Notice”) to the Holder setting forth therein (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, entitled to such Holder at such Xxxxxx’s address as may be set forth in convert the Conversion Demand or, if not set forth therein, as it appears on the records same into full shares of the stock transfer agent for the Series A Preferred Common Stock, if any, or, if none, of the Company. On or before the Optional Conversion Date, each Holder of the Series A Preferred Stock so to be converted such holder shall surrender the certificate or certificates representing such sharestherefor, duly endorsed for transfer or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed stock power by the registered holder or other instrument of assignment, if the Conversion Notice so provides, to the Company at any place set forth by such holder's attorney duly authorized in such notice or, if no such place is so set forthwriting, at the principal executive offices office of the Company. As soon Corporation or of any transfer agent for the Common Stock, and shall give at least five (5) days' prior written notice to the Corporation at such office that such holder elects to convert the same or such portion thereof as practicable after such holder elects to convert and shall state therein such holder's name or the Optional Conversion Date and name of the surrender of nominees in which such holder wishes the certificate or certificates representing such sharesfor shares of Common Stock to be issued. The Corporation shall, the Company shall as soon as practicable thereafter, issue and deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records holder of the stock transfer agent for the Series A Preferred Stock, if any, or, if none, of the Companyor to such holder's nominee or nominees, a certificate or certificates for the number of whole shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. From and after such date, all rights of the holder with respect to the Series A Preferred Stock so converted shall terminate, except only the right of such holder, upon the surrender of his, her or its certificate or certificates therefor, to receive certificates for the number of shares of Common Stock issuable upon conversion thereof. 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 shall issue and deliver to the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of the Series A Preferred Stock representing the unconverted portion of the certificate so surrendered, which new certificate shall entitle the record holder thereof to all rights in accordance with respect of the provisions hereofshares of Series A Preferred Stock represented thereby to the same extent as if the portion of the certificate theretofore covering such unconverted shares had not been surrendered for conversion.

Mechanics of Optional Conversion. To effect the optional conversion of shares of Series A C Preferred Stock in accordance with Section 4(a4(a)(iii) or Section 4(b)(iii) of this Designation, any Holder of record shall make a written demand for such conversion (for purposes of this Designation, a “Conversion Demand”) upon the Company at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and the proposed date of such conversion (for purposes of this Designation, the “Optional Conversion Date”). Upon receipt of the Conversion Demand, the Company shall give written notice (for purposes of this Designation, a “Conversion Notice”) to the Holder setting forth therein (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such XxxxxxHxxxxx’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Series A C Preferred Stock, if any, or, if none, of the Company. On or before the Optional Conversion Date, each Holder of the Series A C Preferred Stock so to be converted shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the Company at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the Company. As soon as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such shares, the Company shall issue and deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records of the stock transfer agent for the Series A C Preferred Stock, if any, or, if none, of the Company, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof.

Mechanics of Optional Conversion. To effect the optional conversion of shares of Series Class A Convertible Preferred Stock in accordance with Section 4(a) of this Designation, any Holder of record shall make a written demand for such conversion (for purposes of this Designation, a “Conversion Demand”) upon the Company Corporation at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and (ii) the proposed date of such conversion conversion, which shall be a business day not less than fifteen (15) nor more than thirty (30) days after the date of such Conversion Demand (for purposes of this Designation, the “Optional Conversion Date”). Upon Within five (5) days of receipt of the Conversion Demand, the Company Corporation shall give written notice (for purposes of this Designation, a “Conversion Notice”) to the Holder setting forth therein (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such XxxxxxHolder’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Series Class A Convertible Preferred Stock, if any, or, if none, of the CompanyCorporation. On or before the Optional Conversion Date, each Holder of the Series Class A Convertible Preferred Stock so to be converted shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the Company Corporation at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the CompanyCorporation. As soon as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such shares, the Company Corporation shall issue and deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records of the stock transfer agent for the Series Class A Convertible Preferred Stock, if any, or, if none, of the CompanyCorporation, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof.

Mechanics of Optional Conversion. To effect the optional conversion Before any holder of shares of the Series A Convertible Preferred Stock in accordance with shall be entitled to convert the same into full shares of Common Stock pursuant to Section 4(a) of this DesignationB(1), any Holder of record such holder shall make a written demand for such conversion (for purposes of this Designation, a “Conversion Demand”) upon the Company at its principal executive offices setting forth therein (i) surrender the certificate or certificates representing therefor, duly endorsed, at the office of the Corporation or any transfer agent for such sharesSeries A Convertible Preferred Stock, and the proposed date of such conversion (for purposes of this Designation, the “Optional Conversion Date”). Upon receipt of the Conversion Demand, the Company shall give written notice (for purposes of this Designation, a “Conversion Notice”) to the Holder setting forth Corporation at such office that such holder elects to convert the same and shall state therein (i) such holder’s name or the address name or names of the place or places at such holder’s nominees in which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether such holder wishes the certificate or certificates to be surrendered are required registered for the number of full shares of Common Stock to which such holder shall be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument entitled as aforesaid. Except as set forth herein, conversion pursuant to Section B(1) shall be deemed to have occurred immediately prior to the close of assignment and, if so, business on the form date of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such Xxxxxx’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records surrender of the stock transfer agent for the Series A Preferred Stock, if any, or, if none, of the Company. On or before the Optional Conversion Date, each Holder shares of the Series A Convertible Preferred Stock so to be converted shall surrender the certificate or certificates representing such sharesconverted, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the Company at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the Company. As soon as practicable after the Optional Conversion Date and the surrender of person or persons entitled to receive the certificate or certificates representing such shares, the Company shall issue and deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records of the stock transfer agent for the Series A Preferred Stock, if any, or, if none, of the Company, a certificate or certificates for the number of whole 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. If the conversion is in accordance connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A Convertible Preferred Stock for conversion, be conditioned upon the closing with the provisions hereofunderwriters 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 Convertible Preferred Stock shall not be deemed to have converted such Series A Convertible Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Optional Conversion. To effect the optional conversion of shares of Series A Preferred Stock in accordance with Section 4(a5(a) of this Designation, any Holder of record shall make a written demand for such conversion (for purposes of this Designation, a “Conversion Demand”) upon the Company Corporation at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and (ii) the proposed date of such conversion conversion, which shall be a business day not less than fifteen (15) nor more than thirty (30) days after the date of such Conversion Demand (for purposes of this Designation, the “Optional Conversion Date”). Upon Within five days of receipt of the Conversion Demand, the Company Corporation shall give written notice (for purposes of this Designation, a “Conversion Notice”) to the Holder setting forth therein (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such XxxxxxHolder’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Series A Preferred Stock, if any, or, if none, of the CompanyCorporation. On or before the Optional Conversion Date, each Holder of the Series A Preferred Stock so to be converted shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the Company Corporation at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the CompanyCorporation. As soon as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such shares, the Company Corporation shall issue and deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records of the stock transfer agent for the Series A Preferred Stock, if any, or, if none, of the CompanyCorporation, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof.

Mechanics of Optional Conversion. To effect the optional conversion of shares of Series A Preferred Stock in accordance with Section 4(a) of this Designation, any Holder of record shall make a written demand for such conversion (for purposes of this Designation, a “Conversion Demand”) upon the Company Corporation at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and the proposed date of such conversion (for purposes of this Designation, the “Optional Conversion Date”). Upon receipt of the Conversion Demand, the Company Corporation shall give written notice (for purposes of this Designation, a “Conversion Notice”) to the Holder setting forth therein (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such XxxxxxHolder’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Series A Preferred Stock, if any, or, if none, of the CompanyCorporation. On or before the Optional Conversion Date, each Holder of the Series A Preferred Stock so to be converted shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the Company Corporation at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the CompanyCorporation. As soon as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such shares, the Company Corporation shall issue and deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records of the stock transfer agent for the Series A Preferred Stock, if any, or, if none, of the CompanyCorporation, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof.

Mechanics of Optional Conversion. To effect the optional conversion of shares of Series Class A Convertible Preferred Stock in accordance with Section 4(a) of this Designation, any Holder of record shall make a written demand for such conversion (for purposes of this Designation, a “Conversion Demand”) upon the Company Corporation at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and (ii) the proposed date of such conversion conversion, which shall be a business day not less than fifteen (15) nor more than thirty (30) days after the date of such Conversion Demand (for purposes of this Designation, the “Optional Conversion Date”). Upon Within five days of receipt of the Conversion Demand, the Company Corporation shall give written notice (for purposes of this Designation, a “Conversion Notice”) to the Holder setting forth therein (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such XxxxxxHolder’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Series Class A Convertible Preferred Stock, if any, or, if none, of the CompanyCorporation. On or before the Optional Conversion Date, each Holder of the Series Class A Convertible Preferred Stock so to be converted shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the Company Corporation at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the CompanyCorporation. As soon as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such shares, the Company Corporation shall issue and deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records of the stock transfer agent for the Series Class A Convertible Preferred Stock, if any, or, if none, of the CompanyCorporation, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof.

Mechanics of Optional Conversion. To effect the optional conversion of shares of Series A Class B Convertible Preferred Stock in accordance with Section 4(a) of this Designation, any Holder of record shall make a written demand for such conversion (for purposes of this Designation, a “Conversion Demand”) upon the Company Corporation at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and (ii) the proposed date of such conversion conversion, which shall be a business day not less than fifteen (15) nor more than thirty (30) days after the date of such Conversion Demand (for purposes of this Designation, the “Optional Conversion Date”). Upon Within five days of receipt of the Conversion Demand, the Company Corporation shall give written notice (for purposes of this Designation, a “Conversion Notice”) to the Holder setting forth therein (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such XxxxxxHolder’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Series A Class B Convertible Preferred Stock, if any, or, if none, of the CompanyCorporation. On or before the Optional Conversion Date, each Holder of the Series A Class B Convertible Preferred Stock so to be converted shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the Company Corporation at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the CompanyCorporation. As soon as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such shares, the Company Corporation shall issue and deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records of the stock transfer agent for the Series A Class B Convertible Preferred Stock, if any, or, if none, of the CompanyCorporation, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof.