Common use of Automatic Conversion Clause in Contracts

Automatic Conversion. (a) Immediately upon the consummation of a Qualified IPO, each share of Exchangeable Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such delivery.

Automatic Conversion. Subject to Section 5 below and, at the Company’s election and request, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 of the Convertible Note Purchase Agreement, the principal amount of this Note (and all interest accrued on this Note at the option of the Payor) shall be converted into the number of shares of common stock as follows: (a) Immediately upon In the consummation event of a Qualified IPOnext equity financing by the Company in one transaction or series of related transactions which raises an aggregate amount of at least One Million Five Hundred Thousand Dollars ($1,500,000) (the “Next Equity Financing”), each share of Exchangeable Preferred Stock the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the right to receive equity securities issued in the Payor’s Next Equity Financing (such conversion, a the “ERPS Conversion EventNext Equity Financing Stock”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) ). Any accrued interest outstanding at the time of the conversion shall be paid in cash by the Company. This Note shall convert into the number of shares at the time of the “Next Equity Financing” equals to ___,000 shares of the Company’s Common Stock at an exercise price of $0.60 per share (the “Exercise Price”) This Note shall be deemed automatically cancelled immediately upon such ERPS Conversion Event multiplied by such fractional amount (rounded conversion. As a condition precedent to the nearest cent)issuance of the Next Equity Financing Stock to Holder upon such conversion, Holder shall execute and deliver such agreements, instruments and other documents as are executed and delivered by the other investors in connection with their purchase of the Next Equity Financing Stock. (b) The Corporation shall promptly notify In the holders of Exchangeable Preferred Stock in writing event of the occurrence “Company’s Sale”, defined below, at the option of an ERPS Conversion Event; provided, thatPayor, the Corporation’s failure to provide such noticeprincipal hereunder and, or its failure to be receivedat the option of the Payor, shall automatically be converted (regardless of whether or not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition Note is surrendered to any information that is required by law, such notice shall state: (iPayor) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) into the number of shares of Common Stock per share of Exchangeable Preferred Stock (the “Company’s Sale Stock”) equals to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing ____,000 shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Company’s Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 at an agreement reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account exercise price of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended $0.60 per share (the “Securities ActExercise Price”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 This Note shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of deemed automatically cancelled immediately upon such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliveryconversion.

Automatic Conversion. The Company may elect to automatically convert (a) Immediately upon the consummation of a Qualified IPO, each share of Exchangeable Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion EventAutomatic Conversion”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by Securities on or prior to maturity if the Daily Market Price of the Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the date of (IIthe “Notice Date”) the Discount Ratio; multiplied by notice of automatic conversion (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price “Automatic Conversion Notice”). In order to effect an Automatic Conversion, the Company shall give to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares holder of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure each Security to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewithso converted an Automatic Conversion Notice. In addition to any information that is required by law, such notice Such Automatic Conversion Notice shall state: : (i) the date of on which the ERPS Securities identified in the Automatic Conversion Event; Notice will be converted (the “Automatic Conversion Date”); (ii) the amount CUSIP number or numbers of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; such Securities; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock such Securities in certificated form are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder exchange of the shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that are issuable or issued on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with an ERPS such Automatic Conversion Event the Depositary shall be subject to any lock-up agreement or market standoff agreement imposed arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the CorporationCompany or the Trustee or conversion agent, and payment of any underwriter or other agent transfer taxes if required hereunder. The Company or, at the request and expense of the Corporation with respect to such shares. The Corporation shall use its best efforts to list Company, the Common Stock required to be delivered Trustee, upon an ERPS Conversion Event on the Nasdaq Stock Market at or ten Business Days’ notice prior to the time date of the requested mailing (or upon such deliveryshorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trustee.

Automatic Conversion. (ai) Immediately upon Upon the earlier of (x) immediately prior to the consummation of a Qualified IPOIPO and (y) the receipt of the approval of the holders of 66 2/3% of the then outstanding Preference Shares (each an (“Automatic Conversion Date”), each share all of Exchangeable Preferred Stock the Preference Shares shall be automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessableassessable Ordinary Shares equal to the product of (1) the number of Preference Shares being converted, multiplied by (2) the Conversion Ratio calculated as of the date of such automatic conversion and the register of members of the Company shall be updated to reflect the conversion. The Corporation At the option of the Company, any accrued and unpaid dividends as of the Automatic Conversion Date in respect to the Preference Shares being converted shall endeavor (i) be added to take the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any action necessary combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio in connection with any automatic conversion, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject the Preference Share Issue Amount pursuant to any resale restrictions under the Securities Act of 1933, as amended clause (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Actb) of the Corporationdefinition of “Accreted Value” through the last Dividend Payment Date. (ii) Immediately upon conversion as provided in clause 13(b)(i), each holder of Preference Shares shall be registered in the Company’s register of members as the holder of record of the Ordinary Shares issuable upon conversion of such holder’s Preference Shares, notwithstanding that certificates evidencing the Ordinary Shares shall not then actually be delivered to such person. No share Upon written notice and instructions from the Company, each holder of Common Stock issuable Preference Shares so converted shall promptly surrender to the Company at its principal place of business (or issued at such other office or agency of the Company as the Company may designate by such notice to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 Preference Shares) certificates representing the Preference Shares so converted. As promptly as practicable after such conversion, the Company shall be encumbered by, or subject to, any agreement, term or condition imposed by deliver to the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition holder of such Common Stock; (iiPreference Shares so surrendered, certificate(s) evidencing the ability to offer to sell, trade, distribute, pledge or dispose number of fully paid and non-assessable Ordinary Shares into which such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that Preference Shares are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required entitled to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliveryconverted.

Automatic Conversion. In the event that a Lender has elected to demand the repayment of its applicable amount of the Loan Amount in accordance with subsection (ac)(i) Immediately upon above, and the consummation Company does not have available cash for the repayment of a Qualified IPOthe outstanding Loan Amount due to such Lender or any part thereof (as shall be determined by the Company’s Board of Directors), each share of Exchangeable Preferred Stock such Loan Amount or any part thereof which the Company is unable to repay, shall automatically be converted into A-1 Shares based on the right A-1 Price or, in case the Company has consummated a New Equity financing (as defined above), into shares of the Company’s equity securities which have been issued and sold at the closing of such New Equity Financing, unless the Lender has decided to receive defer the Maturity Date of such Loan Amount or any part thereof which the Company is unable to repay. In case of conversion of the Loan Amount either under this subsection (such conversion, a “ERPS Conversion Event”): ii) or subsection (i) an amount above into the Company’s equity securities which have been issued and sold at the closing of cash equal a New Equity Financing and if more than one class or series of equity securities are issued as part of the New Equity Financing, then the Lenders shall be entitled to (I) the ERPS Liquidation Value; multiplied by (II) most favorable class or series of equity securities issued in such financing, and in the Discount Ratio; multiplied by (III) 0.85 and (ii) event that number the New Equity Financing includes issuances of shares of Common Stock (valued the same class at different prices per share, then the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder Lenders shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time lowest of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) prices. The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with Lender upon such conversion shall be equal to the ERPS Conversion Event; quotient obtained by dividing (ivx) the place or places where outstanding Loan Amount (and any Interest accrued thereon) provided by such Lender by (y) the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment price per share of the foregoing cash sum equity securities paid by investors in the New Equity Financing, rounded to the nearest whole share, and such shares shall be of the same class and have such rights (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation original issuance price, liquidation preference, conversion price and with respect to any other securities, warrants or other rights issued or provided as part of the New Equity Financing) as those of the New Equity Financing, and the Lenders shall use its best efforts to list the Common Stock required be deemed to be delivered upon an ERPS Conversion Event on investors in the Nasdaq Stock Market at or prior to the time of such delivery.New Equity Financing for all purposes

Automatic Conversion. (ai) Immediately upon the consummation of a Qualified IPO, each Each share of Exchangeable Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicablebased on the Conversion Price then in effect for such series of Preferred Stock, upon the closing of a firm commitment underwritten public offering (a “Qualified Public Offering”) pursuant to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the offer and sale of Common Stock for the account of the Corporation to the public at an offering price per share (prior to underwriter commissions and discounts) of not less than $4.29 (as adjusted to reflect any stock dividends, distributions, combinations, reclassifications or other like transactions effected by the Corporation in respect of its Common Stock) and with proceeds (after deduction of underwriters’ commissions and expenses) to the Corporation of not less than $30,000,000.00 (in the event of which Qualified Public Offering, the person(s) entitled to receive the Common Stock issuable upon such conversion of the Preferred Stock shall not be deemed to have converted the Preferred Stock until the closing of such Qualified Public Offering). Notwithstanding the foregoing, a registration relating solely to a transaction under Rule 145 under the Act (or any successor thereto) or any applicable state securities or blue sky laws (in each case other than any to an employee benefit plan of the Corporation shall not be deemed to be a Qualified Public Offering causing the automatic conversion of the Preferred Stock into shares of Common Stock. (ii) With respect to the Series A Preferred Stock, each share of Series A Preferred Stock that may shall automatically be held by an “affiliate” converted into shares of Common Stock, based on the Conversion Price then in effect for the Series A Preferred Stock, upon the written election of the holders of not less than sixty percent (as defined in Rule 144 promulgated under the Securities Act60%) of the Corporation)then issued and outstanding shares of Series A Preferred Stock, voting as a separate class. No With respect to the Series B Preferred Stock, each share of Series B Preferred Stock shall automatically be converted into shares of Common Stock issuable or issued to Stock, based on the Conversion Price then in effect for the Series B Preferred Stock, upon the written election of the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent not less than fifty percent (50%) of the Corporation restricting: (i) the salethen issued and outstanding shares of Series B Preferred Stock, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect voting as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliveryseparate class.

Automatic Conversion. (a) Immediately upon the consummation Subject to Section C.(viii) of this Article FOURTH, a Qualified IPO, each share of Exchangeable Preferred Class B Common Stock shall be automatically converted, without any action on the part of the Corporation (other than the subsequent exchange of Class B Common Stock certificates for Common Stock certificates or, in the case of uncertificated shares of Class B Common Stock, upon receipt of proper transfer instructions from the registered holder of the shares of Class B Common Stock or by his, her or its attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form), or any holder of Class B Common Stock or any other Person, into one fully paid and nonassessable share of Common Stock upon a Third-Party Transfer of such share. (b) In the event of any automatic conversion pursuant to the terms of Section C.(vii)(a) of this Article FOURTH, the conversion shall be deemed to have been effected upon such Third-Party Transfer (the “Class B Common Stock Automatic Conversion Time”). At Class B Common Stock Automatic Conversion Time, the certificate or certificates that represented the shares of Class B Common Stock that were so converted into immediately prior to such conversion (the right “Converted Class B Common Stock”) shall, automatically and without further action, represent the same number of fully paid and non-assessable shares of Common Stock. Permitted Holders of the Converted Class B Common Stock shall deliver their certificates, duly endorsed in blank or accompanied by proper instruments of transfer, in form reasonably satisfactory to receive the Corporation, duly executed by such Permitted Holder or such Permitted Holder’s authorized attorney to the principal office of the Corporation (or such conversionother office or agency (including the transfer agent, if applicable) of the Corporation as it may designate by notice in writing to the registered Permitted Holder at the address of such Permitted Holder appearing on the books of the Corporation), together with a “ERPS Conversion Event”): written notice stating the name or names (iwith addresses) an amount and denominations in which the certificate or certificates representing such shares of cash equal Common Stock are to (I) be issued and including instructions for delivery thereof. Upon such delivery, the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 Corporation or its agent shall promptly issue and (ii) that number deliver at such stated address to such holder of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, certificate or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) certificates representing the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with by reason of such ERPS Conversion Event; conversion, and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any cause such shares of Common Stock that may to be held by an “affiliate” (as defined registered in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition name of such Common Stock; (ii) the ability holder. The Person entitled to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of receive the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event upon such conversion shall be subject treated for all purposes as the record holder of such shares of Common Stock at and as of Class B Common Stock Automatic Conversion Time, and the rights of such Person as a holder of shares of Class B Common Stock that have been converted shall cease and terminate at and as of Class B Common Stock Automatic Conversion Time, in each case without regard to any lock-up agreement failure by such Permitted Holder to deliver the certificates or market standoff agreement imposed the notice required by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliverythis Section.

Automatic Conversion. (a) Immediately upon the consummation of a Qualified IPO, each Each share of Exchangeable Preferred Stock shall automatically be converted into the right to receive (such conversionfully paid and nonassessable shares of Common Stock, a “ERPS Conversion Event”): as provided herein: (i) immediately prior to the closing of a firm commitment underwritten public offering pursuant to an amount effective registration statement filed under the Securities Act of cash equal to (I) 1933, as amended, covering the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 offer and (ii) that number of shares sale of Common Stock (valued at for the initial Qualified IPO account of the Corporation in which the aggregate public offering price to (before deduction of underwriters' discounts and commissions) equals or exceeds Twenty-Five Million Dollars ($25,000,000) and the publicpublic offering price per share of which equals or exceeds Five Dollars ($5.00) equal to per share before deduction of underwriters' discounts and commissions (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a such price per share of Common Stock to be appropriately adjusted to reflect Common Stock Events (valued at as defined in subsection 5.4); or (ii) upon the initial Qualified IPO offering price Corporation's receipt of the written consent of the holders of not less than sixty-six percent (66%) of the then outstanding shares of Preferred Stock to the public) at the time conversion of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent)all then outstanding Preferred Stock under this Section 5. (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of Upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring event specified in connection therewith. In addition to any information that is required by law, such notice shall state: subparagraph 5.2(a) (i) the date of the ERPS Conversion Event; or (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Eventabove, the outstanding Exchangeable shares of Preferred Stock shall be converted into Common Stock automatically without the need for any further action by the holders thereof or by the Corporation of such shares and whether or not the certificates evidencing representing such Exchangeable Preferred Stock shares are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Eventagent; provided, thathowever, that the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the shares of Common Stock issuable upon such ERPS Conversion Event conversion unless the certificates evidencing such Exchangeable shares of Preferred Stock are either delivered to the Corporation or its transfer agentagent 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of loss incurred by it in connection with such certificate (a “Statement of Loss”). (d) certificates. Upon receipt of notice of the occurrence of an ERPS Conversion Eventsuch automatic conversion of the Preferred Stock, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing representing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock or Common Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereofcertificates, a certificate or certificates for the number of shares of Common Stock, as applicable, to Stock into which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Preferred Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event surrendered were convertible on the Nasdaq Stock Market at or prior to the time of date on which such deliveryautomatic conversion occurred.

Automatic Conversion. (a) Immediately upon On and after the consummation of a Qualified IPOInitial Convertibility Date, each share of Exchangeable Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at an "Automatic Conversion"), based on the initial Qualified IPO then-effective applicable Conversion Price (A) five (5) Trading Days following the affirmative election of the Required Holders, or (B) provided that there is no Equity Conditions Failure, five (5) Trading Days following (I) the closing of an underwritten public offering on a firm commitment basis with a nationally recognized underwriter of Common Stock of the Company pursuant to an effective registration statement under the Securities Act, with an anticipated aggregate offering price to the publicpublic of not less than $20,000,000 (before deduction of underwriters commissions, fees and expenses) equal to at a price per share that equals or exceeds $1.61 (I) as adjusted for any stock dividend, stock split, reverse stock split, stock combination, reclassification or similar transaction after the ERPS Liquidation Value; multiplied by Subscription Date), as determined on the applicable date of determination, that results in the listing of Common Stock of the Company on a national securities exchange and (II) the Discount Ratio; multiplied redemption in full of those certain senior secured notes issued by (III) 0.15; providedInventergy, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event butInc., in lieu thereofa Delaware corporation, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of on May 10, 2013. Upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion either of the Exchangeable Preferred Stock occurring events specified in connection therewith. In addition to any information that is required by lawthis Section 2(f), such notice shall state: (i) the date all of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of outstanding shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation of such shares and whether or not the certificates evidencing representing such Exchangeable Preferred Stock shares are surrendered to the Corporation Company or its transfer agent upon the occurrence of an ERPS Conversion EventTransfer Agent; provided, thathowever, that to the Corporation extent that an Automatic Conversion would result in a Holder and its other Attribution Parties exceeding the Maximum Percentage (as defined in Section 9(i)), if applicable, then such Holder's Series B Preferred Stock shall not be automatically converted into Common Stock (and such Holder's shares of Series B Preferred Stock shall remain outstanding and benefit from all preferences and rights set forth in this Certificate of Designations (except that the provisions set forth in Sections 4 and 12 shall immediately terminate and be of no further force and effect) to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Automatic Conversion (and beneficial ownership) to such extent) and the shares of Common Stock issuable upon the automatic conversion of Series B Preferred Stock to such extent shall be held in abeyance for such Holder until such time or times as conversion of such Series B Preferred Stock would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times such Holder shall be issued such shares of Common Stock (and any shares of Common Stock granted or issued with respect to the shares of Common Stock issuable upon conversion of Series B Preferred Stock to be held similarly in abeyance) to the same extent as if there had been no such limitation; provided, further, that the Company shall not be obligated to pay cash payable or issue certificates evidencing the shares of Common Stock issuable upon such ERPS Conversion Event conversion unless the certificates evidencing such Exchangeable shares of Preferred Stock are either delivered to the Corporation Company or its transfer agentthe Transfer Agent as provided below, or the holder notifies the Corporation or its transfer agent Holder provides evidence that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) in accordance with Section 16. Upon receipt of notice of the occurrence of an ERPS such Automatic Conversion Eventof the Preferred Stock, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing representing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation Company or any transfer agent Transfer Agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereofcertificates, a certificate or certificates for the number of shares of Common Stock, as applicable, to Stock into which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Preferred Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event surrendered were convertible on the Nasdaq Stock Market at or prior to the time of date on which such deliveryAutomatic Conversion occurred.

Automatic Conversion. (ai) Immediately upon the consummation of a Qualified IPO, each Each share of Exchangeable Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to applicable Preferred Conversion Price then in effect, as the public) equal to (I) case may be, and any declared but unpaid dividends or in the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; providedcase of Series B Preferred Stock, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share accrued but unpaid dividends elected to be paid to each holder of shares of Exchangeable Preferred Stock in connection cash in accordance with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(cSection 2(a) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion EventArticle FOURTH, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent paid in cash, upon the occurrence closing of a firm commitment underwritten public offering pursuant to an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions effective registration statement under the Securities Act of 1933, as amended amended, underwritten by a nationally recognized underwriter that is satisfactory to the holders of at least a majority of the then outstanding shares of Series B Preferred Stock, covering the offer and sale of Common Stock for the account of the Corporation to the public at an offering price per share (after all underwriters’ discounts and commissions, if any) of at least three (3) times the “Securities Act”) or any applicable state securities or blue sky laws Series B Original Issue Price with net proceeds to the Corporation of not less than $40,000,000 (in each case other than any the event of which offering, the person(s) entitled to receive the Common Stock issuable upon such conversion of the Preferred Stock shall not be deemed to have converted the Preferred Stock until the closing of such offering) (such public offering, a “Qualified IPO”). (ii) Each share of Seed Preferred Stock and Series A Preferred Stock shall automatically be converted into shares of Common Stock that at the applicable Preferred Conversion Price then in effect, as the case may be, and any declared but unpaid dividends thereon shall be paid, upon the written election of the holders of at least sixty percent (60%) of the then outstanding shares of Series A Preferred Stock to require such mandatory conversion on the date or event specified by such stockholders. Each share of Series B Preferred Stock shall automatically be converted into shares of Common Stock at the Series B Preferred Conversion Price then in effect, and any accrued but unpaid dividends thereon elected to be paid in cash in accordance with Section 2(a) of this Article FOURTH shall be paid, upon the written election of the holders of at least sixty percent (60%) of the then outstanding shares of Series B Preferred Stock to require such mandatory conversion on the date or event specified by such stockholders. (iii) Each share of Series B Preferred Stock held by an any Investor (as such term is defined in that certain Series B Convertible Preferred Stock Purchase Agreement by and among the Corporation and certain purchasers of Series B Preferred Stock dated on or about December 17, 2010 (the “affiliate” Purchase Agreement”)), or any successor-in-interest to any Investor, that fails to purchase the amount of Series B Preferred Stock required to be purchased by such Investor (or such Investor’s successor-in-interest) at a Second Closing (as defined in Rule 144 promulgated under the Securities ActPurchase Agreement) of the Corporation). No share of Common Stock issuable or issued pursuant to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 Purchase Agreement, shall immediately following the Second Closing be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter automatically converted into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued at the Series B Preferred Conversion Price then in connection with an ERPS Conversion Event effect and all dividends thereon shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliverycanceled.

Automatic Conversion. (aA) Immediately upon the consummation of a Qualified IPO, each Each share of Exchangeable Series E Preferred Stock shall automatically be converted into shares of Common Stock, based on the right to receive (such conversion, a “ERPS then-effective Series E Preferred Stock Conversion Event”): (i) an amount of cash equal to Price (I) at any time upon the ERPS Liquidation Value; multiplied by affirmative vote or written consent of the holders of at least fifty percent (50%) of the outstanding shares of the Series E Preferred Stock, (II) in the Discount Ratio; multiplied by event that there shall occur a merger or consolidation of the Corporation with or into another entity as a consequence of which the holder of the Series E Preferred Stock shall own 50% or less of the equity (on a fully diluted basis) of the surviving entity of such merger or consolidation EXHIBIT E than the holders of the Series E Preferred Stock did of the Corporation prior thereto, or (III) 0.85 and (ii) that number immediately upon the closing of shares an initial public offering of the Corporation's Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent"IPO"). (bB) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of Upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion any of the Exchangeable Preferred Stock occurring events specified in connection therewith. In addition to any information that is required by law, such notice shall state: (iSection 5(iv)(A) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Eventabove, the outstanding Exchangeable shares of Series E Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation of such shares and whether or not the certificates evidencing representing such Exchangeable Preferred Stock shares are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Eventagent; provided, thathowever, that the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the shares of Common Stock issuable upon such ERPS Conversion Event conversion unless the certificates evidencing such Exchangeable shares of Series E Preferred Stock are either delivered to the Corporation or its transfer agentagent 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of loss incurred by it in connection with such certificate (a “Statement of Loss”). (d) certificates. Upon receipt of notice of the occurrence of an ERPS Conversion Eventsuch automatic conversion of the Series E Preferred Stock, the holders of Exchangeable Series E Preferred Stock shall promptly surrender the certificates evidencing representing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Series E Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereofcertificates, a certificate or certificates for the number of shares of Common Stock, as applicable, to Stock into which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Series E Preferred Stock that are issuable or issued in connection with an ERPS Conversion Event surrendered were convertible on the date on which such automatic conversion occurred, and any declared and unpaid dividends shall be subject to any lock-up agreement or market standoff agreement imposed by paid in accordance with the Corporation, any underwriter or other agent provisions of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliverySection 5(d).

Automatic Conversion. (a) Immediately upon the consummation of a Qualified IPOAt any time, each share of Exchangeable Series 5-A Preferred Stock outstanding shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): number of fully paid and non-assessable shares of Common Stock as is determined by dividing (i) an amount the Original Issue Price of cash equal to such share plus any declared but unpaid dividend on such share by (Iii) the ERPS Liquidation Value; multiplied Conversion Price then in effect immediately upon the date specified by a written notice (II“Automatic Election Notice”) delivered to the Discount Ratio; multiplied Company by the holders of not less than the majority of the outstanding shares of the Series 5-A Preferred Stock electing to effect the conversion. The Automatic Election Notice shall be delivered to the Company not less than ten (III10) 0.85 business days prior to the specified date of the automatic conversion. Within three (3) business days of receipt of the Automatic Election Notice, the Company shall provide written notice to all record holders of Series 5-A Preferred Stock of the election of such automatic conversion. Such notice shall state the date on which the automatic conversion shall occur and shall call upon the holders of Series 5-A Preferred Stock to deliver to the Company the certificates representing shares of Series 5-A Preferred Stock so converted (iior, in lieu thereof, materials contemplated by Section VII.J., if applicable). Upon the delivery of such certificates (or, in lieu thereof, materials contemplated by Section VII.J., if applicable), the Company shall as soon as practicable, deliver to the transmitting holders (or at their direction) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional issuable upon conversion of such shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Series 5-A Preferred Stock in writing being converted, dated as of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock conversion. Such conversion shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered deemed to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 made (and executes an agreement reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event issued) on the date of such automatic conversion, and the holders of the Series 5-A Preferred Stock so converted shall be subject to any lock-up agreement treated for all purposes as the record holder or market standoff agreement imposed by the Corporation, any underwriter or other agent holders of such Common Stock as of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time date of such deliveryconversion specified in the Automatic Election Notice.

Automatic Conversion. Subject to Section 5 below and, at the Company’s election and request, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 of the Convertible Note Purchase Agreement, the principal amount of this Note (and all interest accrued on this Note at the option of the Payor) shall be converted into the number of shares of common stock as follows: (a) Immediately upon In the consummation event of a Qualified IPOnext equity financing by the Company in one transaction or series of related transactions which raises an aggregate amount of at least One Million Five Hundred Thousand Dollars ($1,500,000) (the “Next Equity Financing”), each share of Exchangeable Preferred Stock the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the right to receive equity securities issued in the Payor’s Next Equity Financing (such conversion, a the “ERPS Conversion EventNext Equity Financing Stock”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) ). Any accrued interest outstanding at the time of the conversion shall be paid in cash by the Company. This Note shall convert into the number of shares at the time of the “Next Equity Financing” equals to 3,125 shares of the Company’s Common Stock at an exercise price of $8.00 per share (the “Exercise Price”). This Note shall be deemed automatically cancelled immediately upon such ERPS Conversion Event multiplied by such fractional amount (rounded conversion. As a condition precedent to the nearest cent)issuance of the Next Equity Financing Stock to Holder upon such conversion, Holder shall execute and deliver such agreements, instruments and other documents as are executed and delivered by the other investors in connection with their purchase of the Next Equity Financing Stock. (b) The Corporation shall promptly notify In the holders of Exchangeable Preferred Stock in writing event of the occurrence “Company’s Sale”, defined below, at the option of an ERPS Conversion Event; provided, thatPayor, the Corporation’s failure to provide such noticeprincipal hereunder and, or its failure to be receivedat the option of the Payor, shall automatically be converted (regardless of whether or not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition Note is surrendered to any information that is required by law, such notice shall state: (iPayor) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) into the number of shares of Common Stock per share of Exchangeable Preferred Stock (the “Company’s Sale Stock”) equals to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing 3,125 shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Company’s Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 at an agreement reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account exercise price of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended $8.00 per share (the “Securities ActExercise Price”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 This Note shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of deemed automatically cancelled immediately upon such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliveryconversion.

Automatic Conversion. (a) Immediately upon Upon the consummation of a Qualified IPOany Bona Fide Equity Financing, each share of Exchangeable Preferred Stock this Note and the Repayment Amount owed hereunder shall automatically and simultaneously be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock Company capital stock of the same class and series issued in such Bona Fide Equity Financing (valued at the initial Qualified IPO offering price “Financing Shares”) that shall be equal to the publicquotient obtained by dividing (a) the Repayment Amount by (b) a price per share equal to 1.10 times the price per share paid for the Financing Shares in the Bona Fide Equity Financing (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15“Conversion Price”); provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event buthowever, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) if the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of Company capital stock issuable upon such conversion, together with any other shares of Exchangeable Preferred Stock in connection with Company capital stock beneficially owned by the ERPS Conversion Event; Holder (iv) the place or places where the certificates representing other than shares of Exchangeable Preferred Stock are to be surrendered (Company capital stock issuable under this Note or a Statement of Loss as defined any other convertible debt security), would in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment aggregate exceed 19.99% of the foregoing cash sum (including any payment for fractional shares) and issuance outstanding shares of Common Stock will be made upon presentation on an as-converted basis, then this Note and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation Repayment Amount owed hereunder shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled automatically converted in connection with such ERPS Conversion Event; Bona Fide Equity Financing, although this Note and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event Repayment Amount hereunder shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock convertible in connection with any subsequent Bona Fide Equity Financing, subject to the foregoing proviso. For purposes of this Note, “Bona Fide Equity Financing” shall mean an ERPS Conversion Event under this paragraph 8 shall be encumbered byissuance by Athersys for its own account of its capital stock, in a single transaction or subject toa series of related transactions, in exchange for cash and as part of a bona fide equity financing of Athersys with financial investors in an aggregate amount equal to or greater than Fifteen Million Dollars ($15,000,000.00), excluding (x) the issuance of its capital stock upon the exercise of any agreementrights, term or condition imposed by the Corporationoptions, any underwriter warrants or other agent of the Corporation restricting: securities exercisable for its capital stock, (iy) the sale, tradability, distribution, pledge or other disposition issuance of such Common Stock; its capital stock upon conversion of securities convertible into its capital stock and (iiz) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition issuance of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock its securities that do not constitute capital stock that are issuable exercisable for or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use convertible into its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliverycapital stock.

Automatic Conversion. (ai) Immediately upon the consummation of a Qualified IPO, each Each share of Exchangeable Series A Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price then applicable Conversion Price upon the earlier to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares occur of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date specified by written consent or agreement of stockholders holding at least a majority of the ERPS Conversion Event; then outstanding shares of Series A Preferred Stock, voting together as a single class, or (ii) immediately upon the amount closing of cash per share to be paid to each holder the sale of shares of Exchangeable Preferred the Company's Common Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Eventfirm commitment, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions underwritten public offering registered under the Securities Act of 1933, as amended (the “Securities Act”), which results in aggregate proceeds to the Company (before deduction for underwriters' discounts and expenses relating to the issuance, including without limitation fees of the Company's counsel) or equal to at least $30,000,000 (a “Qualified IPO”). Upon such automatic conversion, any applicable state securities or blue sky laws declared and unpaid dividends shall be paid in accordance with the provisions of Section 1. (in each case other than any ii) Each share of Series B Preferred Stock shall automatically be converted into shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under at the Securities Act) then applicable Conversion Price upon the earlier to occur of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the saledate specified by written consent or agreement of (A) stockholders holding at least a majority of the then outstanding shares of Preferred Stock, tradabilityvoting together as a single class, distributionand (B) stockholders holding at least a majority of the then outstanding shares of Series B Preferred Stock, pledge voting together as a single class, or other disposition of such Common Stock; (ii) immediately upon the ability to offer to sellclosing of a Qualified IPO. Upon such automatic conversion, trade, distribute, pledge or dispose such Common Stock; any declared and unpaid dividends shall be paid in accordance with the provisions of Section 1. (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Each share of Series B-1 Preferred Stock or enter shall automatically be converted into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable at the then applicable Conversion Price upon the earlier to occur of (i) the date specified by written consent or issued in connection with an ERPS Conversion Event agreement of (A) stockholders holding at least a majority of the then outstanding shares of Preferred Stock, voting together as a single class, and (B) stockholders holding at least a majority of the then outstanding shares of Series B-1 Preferred Stock, voting together as a single class, or (ii) immediately upon the closing of a Qualified IPO. Upon such automatic conversion, any declared and unpaid dividends shall be subject paid in accordance with the provisions of Section 1. (iv) Each share of Series C Preferred Stock shall automatically be converted into shares of Common Stock at the then applicable Conversion Price upon the earlier to any lock-up occur of (i) the date specified by written consent or agreement of (A) stockholders holding at least a majority of the then outstanding shares of Preferred Stock, voting together as a single class, and (B) stockholders holding at least a majority of the then outstanding shares of Series C Preferred Stock, voting together as a single class, or market standoff agreement imposed by (ii) immediately upon the Corporationclosing of a Qualified IPO. Upon such automatic conversion, any underwriter declared and unpaid dividends shall be paid in accordance with the provisions of Section 1. (v) Each share of Series C-1 Preferred Stock shall automatically be converted into shares of Common Stock at the then applicable Conversion Price upon the earlier to occur of (i) the date specified by written consent or other agent agreement of (A) stockholders holding at least a majority of the Corporation then outstanding shares of Preferred Stock, voting together as a single class, and (B) stockholders holding at least a majority of the then outstanding shares of Series C-1 Preferred Stock, voting together as a single class, or (ii) immediately upon the closing of a Qualified IPO. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time provisions of such deliverySection 1.

Automatic Conversion. Upon the Effective Date of the Reverse Split (a) Immediately upon the consummation of a Qualified IPO“Automatic Conversion Date”), each share of Exchangeable Series C Preferred Stock will automatically convert into shares of the Corporation’s post-Reverse Split Common Stock (the “Automatic Conversion”), at the rate of Nine (9) post-Reverse Split share of the Company’s Common Stock for each One (1) share of Series C Preferred held by each Holder of Series C Preferred (the “Conversion Rate”), without any required action by the Holder thereof. As soon as practicable after the Automatic Conversion, each stock certificate (if any) evidencing ownership of the Series C Preferred shares (the “Series C Preferred Stock Certificate(s)”), shall automatically be converted into surrendered to the right Corporation for exchange by the Holders thereof. Upon receipt of the Series C Preferred Stock Certificates, duly endorsed, or certifications confirming the ownership of such Series C Preferred Stock, the Corporation (itself, or through its transfer agent) shall promptly issue to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) exchanging Holder that number of shares of Common Stock issuable upon conversion of such shares of Series C Preferred Stock being converted, under the Conversion Rate (valued at the initial Qualified IPO offering price “Conversion Shares”). All Common Stock issued to the publicexchanging Holder will be issued as Restricted Shares. In the event that the Series C Preferred Stock Certificates are not surrendered to the Corporation within Five (5) equal to (I) Business Days of the ERPS Liquidation Value; multiplied Automatic Conversion Date, each Series C Preferred Stock Certificate shall automatically, and without any required action by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock Holders thereof be cancelled and terminated and the Conversion Shares shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value prior Holders of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Series C Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure Certificates pursuant to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock and in connection with the ERPS Conversion Event; (iii) the number Rate and mailed to such Holders at their address of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss record as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive provided by such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered Holders to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred StockCorporation. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any All Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall exchanging Holder will be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect issued as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such Restricted shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such delivery.

Automatic Conversion. (a) Immediately upon At its option, at any time, the consummation of a Qualified IPO, each share of Exchangeable Preferred Stock shall automatically Company may cause the Notes to be converted in whole or in part, on a pro rata basis, into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 fully paid and (ii) that number of nonassessable shares of Common Stock (valued at the initial Qualified IPO offering price then effective Conversion Rate if the Market Price of the Common Stock is equal to or greater than 240% of the Conversion Price for the 30 trading days immediately preceding the delivery of the Mandatory Conversion Notice (as defined below), provided that, during such 30 trading day period, the average daily volume of shares traded is at least 35,000 (subject to adjustment for any Change of Shares); provided that no Default or Event of Default shall have occurred and be continuing on the date on which the Mandatory Conversion Notice is given; and, provided, that if such conversion is prior to a Stockholder Approval, such conversion shall be limited to the public) equal extent necessary to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; providedensure that no Registered Holder receives a number of shares which, however no fractional shares of Common Stock together with such Converting Holder’s Previous Shares, would exceed such Converting Holder’s Maximum. Any Notes so converted shall be issued upon an ERPS Conversion Event but, in lieu thereof, treated as having been surrendered by the holder shall be entitled thereof for conversion pursuant to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) Section 3 on the date of such mandatory conversion (unless previously converted at the ERPS option of the holder) and shall be subject to the limitations of Section 3(i). No greater than 60 nor fewer than 20 days prior to the date of any such mandatory conversion, notice (the “Mandatory Conversion Event; (iiNotice”) by first class mail, postage prepaid, shall be given to the amount Registered Holders of cash per share the Notes to be paid converted, addressed to each holder such Registered Holders at their last addresses as shown on the stock transfer books of shares of Exchangeable Preferred Stock in connection with the ERPS Company. Each such Mandatory Conversion Event; (iii) Notice shall specify the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) date fixed for conversion, the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of Notes, and the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order then effective Conversion Rate pursuant to receive such cash and Common Stock. (c) Upon an ERPS Section 3. Any Mandatory Conversion Event, the outstanding Exchangeable Preferred Stock Notice which is mailed as herein provided shall be converted automatically without any further action conclusively presumed to have been duly given by the holders thereof or by Company on the Corporation and date deposited in the mail, whether or not the certificates evidencing Registered Holder receives such Exchangeable Preferred Stock are surrendered notice; and failure properly to give such notice by mail, or any defect in such notice, to the Corporation Registered Holders of any Note to be converted shall not affect the validity of the proceedings for the conversion of any other Notes. On or its transfer agent upon after the occurrence date fixed for conversion as stated in the Mandatory Conversion Notice, each holder of an ERPS Notes called to be converted shall surrender such Notes to the Company at the place designated in such Mandatory Conversion Event; provided, thatNotice for conversion. Notwithstanding that the Notes properly called for conversion shall not have been surrendered, the Corporation Notes shall not no longer be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 deemed outstanding and executes an agreement reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation all rights whatsoever with respect to the Notes so called for conversion (except the right of the holders to convert such shares. The Corporation Notes upon surrender thereof) shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliveryterminate.

Automatic Conversion. Immediately upon (a) Immediately upon the consummation effectiveness of a Qualified IPO, each share of Exchangeable Preferred Stock shall automatically be converted into the right corporation's registration statement on Form S-1 pursuant to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of which Common Stock (valued at the initial Qualified IPO offering price is sold to the public) equal to (I) public by the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered corporation (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereofselling stockholders, if any) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions public offering registered under the Securities Act of 1933, as amended amended, at a per share public offering price of not less than $3.50 (equitably adjusted for any stock split, combination or similar event) and an aggregate public offering price not less than $15,000,000, or (b) the “Securities Act”conversion of at least fifty percent (50%) or any applicable state securities or blue sky laws (in of [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. the then outstanding shares of Preferred Stock, each case other than any share of Preferred Stock shall automatically be converted into shares of Common Stock at the Conversion Price for such Preferred Stock then in effect. On and after said conversion date, notwithstanding that may any certificates for the shares of Preferred Stock shall not have been surrendered for conversion, the shares of Preferred Stock evidenced thereby shall be held by an “affiliate” (as defined in Rule 144 promulgated under deemed to be no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate, except only the Securities Act) rights of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: holder (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of receive the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event to which such holder shall be subject entitled upon conversion thereof, (ii) to receive the amount of cash payable in respect of any lock-up agreement or market standoff agreement imposed by the Corporationfractional share of Common Stock to which such holder shall be entitled, any underwriter or other agent of the Corporation and (iii) with respect to dividends declared but unpaid on Preferred Stock prior to such shares. The Corporation shall use conversion date, in the event that any holder of Preferred Stock presents such holder's certificate therefor for surrender to the Company or its best efforts to list transfer agent upon such conversion, a certificate for the number of shares of Common Stock required into which the shares of Preferred Stock surrendered were convertible on such conversion date promptly will be issued and delivered to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliveryholder.

Automatic Conversion. (a) Immediately upon the consummation of a Qualified IPO, each Each share of Exchangeable Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued then effective Conversion Price upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date written election of holders of sixty-seven percent (67%) of the ERPS Preferred Stock then outstanding, voting as a single class (an “Automatic Conversion Event; Election”) or (ii) the amount closing of cash per share to be paid to each holder a public offering, underwritten by an investment banking firm approved by the holders of sixty-seven percent (67%) of the shares of Exchangeable Preferred Stock in connection with then outstanding, voting as a single class, pursuant to an effective registration statement under the ERPS Conversion Event; (iii) Securities Act of 1933, as amended, covering the number of shares offer and sale of Common Stock per share for the account of Exchangeable the Corporation to the public for a total offering of at least $20,000,000 (a “Qualifying Initial Public Offering”). In the event of a Qualifying Initial Public Offering, the person(s) entitled to receive the Common Stock issuable upon such conversion of the Preferred Stock shall not be deemed to be issued to each holder have converted their Preferred Stock until the closing of the Qualifying Initial Public Offering. Upon the effective date of an Automatic Conversion Election or the closing of the Qualifying Initial Public Offering, all shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation of such shares and whether or not the certificates evidencing representing such Exchangeable Preferred Stock shares are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Eventagent; provided, thathowever, that the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the shares of Common Stock issuable upon such ERPS Conversion Event conversion unless the certificates evidencing such Exchangeable shares of Preferred Stock being converted are either delivered to the Corporation or its transfer agent, or the holder of such shares notifies the Corporation or its any transfer agent that such certificates have been lost, stolen stolen, or destroyed and executes an agreement reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against loss incurred by it in connection therewith. Upon the Corporation on account automatic conversion of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion EventPreferred Stock, the holders of Exchangeable such Preferred Stock shall promptly surrender the certificates evidencing representing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any of its transfer agent for the Exchangeable Preferred Stockagent. Thereupon, (i) there shall be issued and delivered to such holder holder, promptly at such office and in its his name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereofcertificates, a certificate or certificates for the number of shares of Common Stock, as applicable, to Stock into which the shares of the Preferred Stock surrendered were convertible on the date on which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessableautomatic conversion occurred. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any No fractional shares of Common Stock that may shall be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) issued upon conversion of the Corporation)Preferred Stock. No share In lieu of Common Stock issuable or issued any fractional shares to which the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 holder would otherwise be entitled, the Corporation shall be encumbered by, or subject to, any agreement, term or condition imposed pay cash equal to such fraction multiplied by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS then effective Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliveryPrice.

Automatic Conversion. (a) Immediately Each share of Series A Convertible Preferred Stock shall, upon issuance, automatically convert into shares of Common Stock as set forth in Paragraph 2 of the consummation Letter Agreement to which this Exhibit A is attached; provided that the aggregate number of shares of Series A Convertible Preferred Stock that automatically convert shall not exceed, and shall be limited to, the number of authorized shares of Common Stock pursuant to the Certificate, and the number of shares so converted shall be determined on a Qualified IPOpro rata basis. In addition, if at any time after the initial issuance of the Series A Convertible Preferred Stock there are additional authorized shares pursuant to the Certificate, each share of Exchangeable Series A Convertible Preferred Stock shall automatically be converted convert into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that respective number of shares of Common Stock (valued at pursuant to Paragraph 2 of the initial Qualified IPO offering price to Letter Agreement; provided that the public) equal to (I) aggregate number of shares of Series A Convertible Preferred Stock that automatically convert shall not exceed, and shall be limited to, the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional number of authorized shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal pursuant to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; providedCertificate, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) and the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock so converted shall be converted automatically without any further action determined on a pro rata basis. Greenlight Capital, L.P. 5.2 % Greenlight Capital Qualified, L.P. 19.9 % Greenlight Capital Offshore Partners 29.4 % Greenlight Reinsurance, Ltd. 8.1 % Greenlight Capital Offshore Master (Gold), Ltd. 1.3 % Greenlight Capital (Gold), LP 2.7 % Third Point Loan LLC 33.3 % This VOTING AGREEMENT (this “Agreement”) dated September 24, 2010, is entered into by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereofamong Biofuel Energy Corp., a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended Delaware corporation (the “Securities ActCompany”) ), and each of the Persons listed on Schedule I attached hereto (including, with their permitted transferees or any applicable state securities or blue sky laws (in each case other than any shares assigns, collectively, the “Stockholders”). This Agreement shall become effective as of Common Stock that may be held by an “affiliate” the Closing (as defined in Rule 144 promulgated under the Securities Acttherein) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable that certain proposed registered rights offering for Series A Convertible Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: Company (ior depository interests in respect thereof) (the sale“Rights Offering”) as further described in that certain Loan Agreement and Rights Offering Letter Agreement, tradabilityeach dated as of even date herewith by and among the Company, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality each of the foregoingStockholders and the other signatories thereto (the “Loan Agreement” and the “Rights Offering Letter Agreement”, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliveryrespectively).

Automatic Conversion. (a) Immediately upon the consummation Neither this Note nor any portion of a Qualified IPO, each share of Exchangeable Preferred Stock this Note shall automatically be converted into shares of Common Stock at any time unless and until a Forced Conversion Event shall have occurred. All of the right to receive principal amount of this Note and any accrued and unpaid interest due hereon shall automatically and without any action on the part of the Holder convert into fully paid and nonassessable shares of Common Stock on the Trading Day immediately following the occurrence of a Forced Conversion Event (the "Automatic Conversion Date"). On the Automatic Conversion Date, this Note and all interest accrued thereon shall automatically and with no action on the part of the Holder convert into such conversion, a “ERPS Conversion Event”): number of fully paid and nonassessable shares of Common Stock as is obtained by: (i) an adding (A) the principal amount of cash equal to this Note and (IB) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 amount of any accrued but unpaid interest on this Note and (ii) that number dividing the result obtained pursuant to clause (i) above by the Conversion Price then in effect (such shares, the "Conversion Shares"). The Company shall provide prompt written notice of shares of Common Stock (valued at the initial Qualified IPO offering price Automatic Conversion Date to the publicHolder. (b) equal Promptly after the Automatic Conversion Date, the Holder of this Note shall deliver this Note to the Company (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event butor, in lieu thereof, an appropriate lost security affidavit in the holder event this Note shall have been lost or destroyed, together with a customary indemnity agreement) to the Company at its principal office (or such other office or agency of the Company as the Company may designate by notice in writing to the Holder), together with a statement of the name or names (with address) in which the certificate or certificates for the Conversion Shares issuable upon such conversion shall be entitled to receive an amount issued. Promptly following the surrender of cash equal to the fair market value of a share of Common Stock this Note (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock or, in writing of the occurrence lieu thereof, delivery of an ERPS Conversion Event; providedappropriate lost security affidavit in the event this Note shall have been lost or destroyed, thattogether with a customary indemnity agreement) as aforesaid, but in no event more than three (3) Business Days thereafter, the Corporation’s failure to provide such noticeCompany shall issue and deliver, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock cause to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Eventdelivered, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation Holder, registered in such name or its transfer agent upon names as the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that Holder may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss direct in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereofwriting, a certificate or certificates for the number of whole Conversion Shares issuable upon the conversion of this Note. To the extent permitted by law, such conversion shall be deemed to have been effected, and the Conversion Price shall be determined, as of the close of business on the Automatic Conversion Date, and at such time, the rights of the Holder shall cease with respect to the Note being converted, and the Person or Persons in whose name or names any certificate or certificates for Conversion Shares shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the Conversion Shares represented thereby. (c) No fractional shares shall be issued upon any conversion of this Note into Common Stock. If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 4(c), be delivered upon such conversion, the Company, in lieu of delivering such fractional share, shall pay to the Holder an amount in cash equal to the Market Price of such fractional share of Common Stock. (d) If the Company shall, at any time or from time to time while this Note is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, as applicable, to which subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such holder is entitled reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Conversion Price in effect immediately prior to the date on which such ERPS change shall become effective shall be adjusted by multiplying such Conversion Event; Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such change and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change and (ii) the cash consideration described in paragraph 8(a) number of Conversion Shares issuable upon conversion of this Section 5.4Note shall be adjusted by multiplying the number of Conversion Shares issuable upon conversion of this Note immediately prior to the date on which such change shall become effective by a fraction, the numerator of which is shall be the Conversion Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Conversion Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur. (e) Any If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company's assets to another Person shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Conversion Shares immediately theretofore issuable upon conversion of this Note such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Conversion Shares equal to the number of Conversion Shares immediately theretofore issuable upon conversion of this Note, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Conversion Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the conversion hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, without regard to any conversion limitation specified in Section 4, and the other obligations under this Note. The provisions of this paragraph (e) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. (f) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock issued upon an ERPS (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 4(d)), or subscription rights or warrants, the Conversion Event Price to be in effect after such payment date shall be validly issueddetermined by multiplying the Conversion Price in effect immediately prior to such payment date by a fraction, fully paid and non-assessable. The Corporation the numerator of which shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under be the Securities Act total number of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held outstanding multiplied by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share Market Price of Common Stock issuable immediately prior to such payment date, less the fair market value (as determined by the Board in good faith) of said assets or issued to evidences of indebtedness so distributed, or of such subscription rights or warrants, and the holders denominator of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 which shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent total number of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable outstanding multiplied by such Market Price immediately prior to such payment date. Such adjustment shall be made successively whenever such a payment date is fixed. (g) An adjustment to the Conversion Price shall become effective immediately after the payment date in the case of each dividend or issued in connection with distribution and immediately after the effective date of each other event which requires an ERPS Conversion Event adjustment. (h) In the event that, as a result of an adjustment made pursuant to this Section 4, the Holder shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon conversion of this Note shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions contained in this Note. (i) Except as provided in Section 4(j) hereof, if and whenever the Company shall issue or sell, or is, in accordance with any lock-up agreement of Sections 4(i)(i) through 4(i)(vii) hereof, deemed to have issued or market standoff agreement imposed by the Corporationsold, any underwriter or other agent Additional Shares of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS (as defined below) for no consideration or for a consideration per share less than the Conversion Event on the Nasdaq Stock Market at or Price in effect immediately prior to the time of such delivery.issuance or sale, then and in each such case (a "Trigger Issuance") the then-existing Conversion Price, shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to a price determined as follows: Adjusted Conversion Price = (A x B) + D ----------- A+C where "A" equals the number of shares of Common Stock outstanding, including Additional Shares of Common Stock (as defined below) deemed to be issued hereunder, immediately preceding such Trigger Issuance;

Automatic Conversion. (a) Immediately upon the consummation closing of the earlier of (i)(A) a transaction in which the Corporation, directly or indirectly, merges or consolidates (including by becoming a 90% or more owned subsidiary) with another company that has its common stock approved for quotation on the OTC Bulletin Board maintained by the Financial Industry Regulatory Authority, Inc., any over the counter market maintained by OTC Markets Group Inc. (or any successor), NASDAQ, the NYSE AMEX, the NYSE or any other domestic national stock exchange (“Pubco”) (such transaction, howsoever denominated, the “Reverse Merger”) and (B) Pubco immediately thereafter issues and sells shares of its capital stock and/or securities convertible, exercisable and/or exchangeable into or for shares of Pubco’s capital stock, or a combination thereof (collectively, “Pubco Securities”), and Pubco receives no less than $5.0 million of aggregate gross proceeds from the sale of such Pubco Securities (the “Pubco Financing”), or (ii) a Qualified IPO, each share the outstanding shares of Exchangeable Series A Preferred Stock and all accrued but unpaid dividends thereon through and including the date of conversion shall be automatically converted into either Pubco Securities on the same terms as are offered to investors in the Pubco Financing or the securities of the Corporation on the same terms as are offered to investors in the Qualified IPO (the “IPO Securities”), as the case may be; provided, however, that notwithstanding anything to the contrary herein or elsewhere, the price at which the Series A Preferred Stock shall automatically be converted convert into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified Pubco Securities or IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common StockSecurities, as applicable, shall be at a valuation calculated to which such holder is entitled in connection with such ERPS Conversion Event; and be the lesser of (iia) $15 Million, post conversion or (b) the cash consideration described price of the IPO Stock or Pubco Securities, as applicable, in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issuedthe Pubco Financing or the Qualified IPO, fully paid and non-assessableas applicable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Series A Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by upon the Corporation, any underwriter or other agent conversion of the Corporation restricting: (i) Series A Preferred Stock are referred to herein as the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS “Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliverySecurities.”

Automatic Conversion. (a) Immediately upon Upon, and subject to the consummation of, a Subsequent Financing, an amount of a Qualified IPO, each share this Note equal to fifty percent (50%) of Exchangeable Preferred Stock the outstanding principal amount of this Note as of the Original Issue Date shall be automatically be converted into shares of Common Stock; provided, that if a portion of this Note has previously been converted (voluntarily or otherwise), the right principal amount of this Note to receive (be automatically converted pursuant to this Section 4(b) shall be reduced by the aggregate principal amount of this Note converted in such previous conversion(s); and provided, further, that the principal amount of this Note to be automatically converted pursuant to this Section 4(b) shall be further reduced such that immediately after such conversion, a “ERPS Conversion Event”): (i) an amount the Holder and its affiliates would not in the aggregate beneficially own more than 9.9% of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of Company's outstanding shares of Common Stock (valued at the initial Qualified IPO offering price Stock, giving effect to such conversion. Prior to the public) equal issuance of any Conversion Shares to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon Holder pursuant to an ERPS Conversion Event but, in lieu thereofautomatic conversion under this Section 4(b), the holder Company shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders Holder by telephone and by facsimile of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share outstanding on such date and the number of Exchangeable Preferred Stock Conversion Shares issuable to be issued the Holder pursuant to each holder of shares of Exchangeable Preferred Stock such automatic conversion, whereupon, notwithstanding anything to the contrary set forth in connection with this Note, the ERPS Conversion Event; (iv) Holder may require the place or places where Company to reduce the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) principal amount of this Section 5.4 Note being automatically converted, to the extent that such conversion would result in lieu thereof) the Holder and its affiliates, in connection with the ERPS Conversion Event; and (v) that payment aggregate, beneficially owning more than 9.9% of the foregoing cash sum (including any payment for fractional shares) and issuance Company's outstanding shares of Common Stock will be made upon presentation and surrender at the time of certificates representing shares such conversion by notifying the Company by telephone or facsimile within one Trading Day of its receipt of the Exchangeable Preferred Stock (Company's notice as required by this sentence. All or a Statement any portion of Loss in lieu thereof) without any other obligation or deliverable required such reduced principal amount of any holder this Note that is not automatically converted at the election of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Eventthe Holder pursuant the immediately preceding sentence, the outstanding Exchangeable Preferred Stock shall may be converted automatically without at the sole discretion of the Company at any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; providedtime, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable Preferred Stock are delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent provided that such certificates have been lostconversion will not result in the Holder and its affiliates, stolen or destroyed and executes an agreement reasonably satisfactory to in the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account aggregate, beneficially owning more than 9.9% of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of Company's outstanding shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic giving effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliveryconversion.

Automatic Conversion. (a) Immediately upon Subject to Section 9.15, if at any time on or after June 14, 2013 and on or prior to Stated Maturity, the consummation Closing Price of a Qualified IPOthe Common Stock has exceeded two hundred percent (200%) of the Conversion Price then in effect for at least thirty (30) consecutive Trading Days, each share then, at the option of Exchangeable Preferred Stock the Company exercised by notice to the Trustee, all Securities then Outstanding shall automatically convert as provided herein (an “Automatic Conversion”); provided, however, that such Automatic Conversion shall be subject to Section 9.02 and Section 9.15 hereof. Such Securities shall be converted into as soon as practicable, but in no event later than the right to receive third Business Day following the Trading Day upon which this Automatic Conversion requirement is triggered (the date of such conversion, a the “ERPS Automatic Conversion EventDate”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shares of Common Stock that the Holders shall promptly notify receive upon Automatic Conversion shall include any shares of Common Stock required to be delivered in respect of a Make-Whole Premium in accordance with Section 9.05 hereof. (c) At the holders of Exchangeable Preferred Stock in writing request and expense of the occurrence Company, the Company shall mail or cause to be mailed to each Holder notice (the “Automatic Conversion Notice”) of an ERPS Automatic Conversion Event; provided, that, as soon as practicable and no later than the Corporation’s failure to provide first Business Day following Automatic Conversion. If the Company gives such notice, it shall also deliver a copy of such Automatic Conversion Notice to the Trustee. Such mailing shall be by first class mail. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or its not the holder receives such notice. In any case, failure to be received, give such notice by mail or any defect in the notice to the holder of any Security shall not alter or affect the automatic conversion validity of the Exchangeable Preferred Stock occurring in connection therewith. In addition to proceedings for the Automatic Conversion of any information that is required by law, such notice other Security. (d) Each Automatic Conversion Notice shall state: : (i1) the date aggregate principal amount of Securities to be automatically converted, (2) the CUSIP, ISIN or similar number or numbers of the ERPS Conversion Event; Securities being automatically converted, (ii3) the amount of cash per share Automatic Conversion Date, (4) that on and after said date Interest thereon will cease to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; accrue, (iii5) the number of shares of Common Stock per share of Exchangeable Preferred Stock Stock, if any, to be issued to each holder delivered in respect of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; a Make-Whole Premium pursuant Section 9.05 hereof, (iv6) the place or places where the certificates representing shares of Exchangeable Preferred Stock Securities are to be surrendered for conversion, and (or a Statement of Loss as defined 7) the Conversion Price then in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stockeffect. (ce) Upon Prior to or contemporaneous with the mailing of an ERPS Automatic Conversion EventNotice to the Holders, the outstanding Exchangeable Preferred Stock Company shall be converted automatically without any further action by issue a press release containing the holders thereof or by information contained in the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Automatic Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”)Notice. (df) Upon receipt of notice of In the occurrence event of an ERPS Conversion EventAutomatic Conversion, the holders of Exchangeable Preferred Stock Company shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued issue and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, deliver a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; Shares and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS in respect of a Make-Whole Premium for delivery to the Holders as promptly after the Automatic Conversion Event Date as practicable in accordance with the provisions of this Article 9, but in no event later than the close of business on the Nasdaq third next succeeding Business Day following such Automatic Conversion Date. (g) All Securities subject to an Automatic Conversion shall be delivered to the Trustee or its agent to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9 of the Original Indenture. (h) Upon Automatic Conversion, Interest on the Securities shall cease to accrue and shall cease to be entitled to any benefit or security hereunder, and the holders thereof shall have no right in respect of such Securities except the right to receive the Common Stock Market and cash, if any, to which they are entitled pursuant to this Section 9.14. (i) If any of the provisions of this Section 9.14 are inconsistent with applicable law at or prior to the time of such deliveryAutomatic Conversion, such law shall govern.

Automatic Conversion. (a) Immediately upon If at any time after February [ ], 2010 and on or prior to Maturity, the consummation Closing Price of a Qualified IPOthe Common Stock is equal to or greater than U.S.$1.72 per share for at least twenty (20) Trading Days in any thirty (30) consecutive Trading Day period, each share ending within five (5) Trading Days prior to the date of Exchangeable Preferred Stock the Automatic Conversion Notice (as defined below) the Securities shall automatically be converted into the right to receive convert as provided herein (such conversion, a an “ERPS Conversion EventAutomatic Conversion”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15); provided, however no fractional shares of Common Stock however, that such Automatic Conversion shall be issued upon an ERPS Conversion Event but, in lieu thereofsubject to Section 9.02 hereof. In the event less than all of the Outstanding Securities can be automatically converted due to the beneficial ownership limitations of a Holder under Section 9.02, the holder maximum amount of Outstanding Securities as to such Holder shall be entitled to receive an amount of cash equal so converted pursuant to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent)Automatic Conversion. (b) The Corporation shall promptly notify At the holders of Exchangeable Preferred Stock in writing request and expense of the occurrence Company, the Trustee shall mail or cause to be mailed to each Holder of Outstanding Securities a notice (the “Automatic Conversion Notice”), such notice to be prepared by the Company, of an ERPS Automatic Conversion Event; provided, that, not more than thirty (30) days but not less than twenty (20) days prior to the Corporation’s failure to provide date on which the Securities will be Automatically Converted (the “Automatic Conversion Date”). If the Company gives such notice, it shall also deliver a copy of such Automatic Conversion Notice to the Trustee. Such mailing shall be by first class mail. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or its not the holder receives such notice. In any case, failure to be received, give such notice by mail or any defect in the notice to the Holder of any Security shall not alter or affect the automatic conversion validity of the Exchangeable Preferred Stock occurring in connection therewith. In addition to proceedings for the Automatic Conversion of any information that is required by law, such notice other Security. (c) Each Automatic Conversion Notice shall state: : (i1) the date aggregate principal amount of Securities to be automatically converted, (2) the CUSIP, ISIN or similar number or numbers of the ERPS Conversion Event; Securities being automatically converted, if applicable, (ii3) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Automatic Conversion Event; Date, (iii4) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; Make-Whole Payment, (iv5) the place or places where the certificates representing shares of Exchangeable Preferred Stock Securities are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock.conversion, and (c6) Upon an ERPS the Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”)Rate then in effect. (d) Upon receipt of notice of Prior to or contemporaneous with the occurrence mailing of an ERPS Automatic Conversion EventNotice to the Holders, the holders Company shall issue a press release containing the information contained in the Automatic Conversion Notice. (e) In the event of Exchangeable Preferred Stock an Automatic Conversion, the Company shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued issue and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, deliver a certificate or certificates for the number of shares of Common StockConversion Shares as promptly after the Automatic Conversion Date, as applicablepracticable in accordance with the provisions of this Article 9, but in no event later than the close of business on the fifth next succeeding Business Day following such Automatic Conversion Date. (f) All Securities subject to an Automatic Conversion shall be delivered to the Trustee or the Conversion Agent to be cancelled by or at the direction of the Trustee, which shall dispose of the same in accordance with Section 2.13. (g) If less than all the Securities are to be Automatically Converted, the particular Securities to be converted shall be selected by the Trustee at least five (5) New York Business Days prior to the date that the Automatic Conversion Notice is given from the Outstanding Securities by lot or such method as the Trustee may deem fair and appropriate. (h) Upon Automatic Conversion, interest on the Securities shall cease to accrue and, except as provided in Section 5.06, to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the Common Stock and cash, if any, to which such holder is they are entitled in connection with such ERPS Conversion Event; and pursuant to this Section 9.13. (iii) If any of the cash consideration described in paragraph 8(a) provisions of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event 9.13 are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any inconsistent with applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market law at or prior to the time of such deliveryAutomatic Conversion, such law shall govern. (j) Notwithstanding anything to the contrary, in the event that the Company shall effect Automatic Conversion pursuant to this Section 9.13, the Company shall procure any required stockholder approvals.

Automatic Conversion. (a) Immediately upon the consummation of a Qualified IPO, each share of Exchangeable Preferred Stock This Bond shall automatically be converted into preferred stock of the right Company with the terms and conditions set forth in Annex A upon the earlier to receive (such conversion, a “ERPS Conversion Event”): occur of (i) an amount initial public offering of cash equal to the Common Stock and concurrent listing on a national securities exchange, including without limitation the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and any tier), (ii) that number a direct listing of shares of the Common Stock on a national securities exchange, including without limitation the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (valued any tier) or (iii) upon Stockholder Approval (the “Conversion Event”). Written notice shall be delivered to the Investor at the initial Qualified IPO offering price address last shown on the records of the Company for the Investor or given by the Investor to the publicCompany for the purpose of notice by at least ten (10) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal business days prior to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the anticipated closing date of the ERPS Conversion Event; (ii) , notifying the Investor of the conversion to be effected, specifying the anticipated Conversion Price, the principal amount of cash per share this Bond to be paid converted, together with all accrued and unpaid Default Interest, if any, the date on which such conversion is expected to each holder of shares of Exchangeable Preferred Stock occur and calling upon the Investor to surrender to the Company, in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) manner and at the place or places where designated, this Bond. The Investor agrees to deliver the certificates representing shares original of Exchangeable Preferred Stock are to be surrendered this Bond (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered notice to the Corporation or its transfer agent upon effect that the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 original Bond has been lost, stolen or destroyed and executes an agreement reasonably satisfactory acceptable to the Corporation solely Company whereby the holder agrees to indemnify the Corporation Company from any claim that may be made against loss incurred by it in connection with this Bond) at the Corporation on account closing of the alleged lossConversion Event for cancellation; provided, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice however, that upon the closing of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there this Bond shall be issued deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares of Common Stock, as applicable, to which the Investor shall be entitled upon such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) conversion. Any conversion of this Bond pursuant to this Section 5.4. (e5(d) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor deemed to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or have been made immediately prior to the time closing of the Conversion Event but immediately after the adjustment of the Conversion Price pursuant to Section 5(b)(iv), if applicable, and on and after such date the Persons entitled to receive the shares shall issuable upon such conversion be treated for all purposes as the record holder of such deliveryshares.

Automatic Conversion. a. In the event that the Company completes an initial public offering (aan “Offering”) Immediately upon of its common stock prior to the consummation Maturity Date, the outstanding principal amount of a Qualified IPOthe Loan, each share of Exchangeable Preferred Stock together with any and all accrued but unpaid interest thereon (including default interest, if applicable) (collectively, the “Loan Balance”) shall automatically be converted converted, without further action by the Lender, into such number of shares of the right Company’s common stock (the “Applicable Number”) as shall be determined by dividing the Loan Balance as of the day upon which the Offering is completed by the Conversion Price. The Conversion Price shall be the amount determined by multiplying the final price in such Offering by a factor of zero point seven five (0.75) . The shares issued upon conversion of the Loan Balance are referred to receive (herein as the “Conversion Shares”. b. The Company shall reserve out of its authorized and unissued Common Stock such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued as, in the judgment of the Company exercised in good faith, will be sufficient to permit the conversion of the Loan Balance. If at any time while the initial Qualified IPO offering price to Note remains outstanding the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional Company does not have a sufficient number of authorized and reserved shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal satisfy its obligations pursuant to the fair market value of a share of Common Stock (valued at preceding sentence, then the initial Qualified IPO offering price Company shall immediately take all action necessary to increase the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the CorporationCompany’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of authorized shares of Common Stock per share to comply with such obligations. c. Not later than ten (10) Business Days following completion of Exchangeable Preferred Stock the Offering, and subject to be issued the Lender having complied with its obligations pursuant to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) clause d. of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Eventparagraph, the outstanding Exchangeable Preferred Stock Company shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or cause its transfer agent upon to issue the occurrence Applicable Number of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable Preferred Stock are delivered Shares to the Corporation Lender. Unless otherwise directed by Lender, such shares shall be issued in book entry form, in the name of Lender, with the Lender’s address specified in paragraph 7.a. (or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates other address as Lender shall have been lost, stolen or destroyed and executes an agreement reasonably satisfactory furnished to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account Company). Upon issuance of the alleged loss, theft or destruction Applicable Number of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of Conversion Shares the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock Lender shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at Note to the office Company. Issuance of the Corporation or any transfer agent for Applicable Number of Conversion Shares to the Exchangeable Preferred Stock. Thereupon, (i) there Lender shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on fully discharge the Statement obligations of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) Company under the cash consideration described in paragraph 8(a) of this Section 5.4Note. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock d. If in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, underwritten Offering any agreement, term or condition imposed by the Corporation, any underwriter or other agent stockholders of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability Company are required to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list their shares in the Common Stock required to be delivered Company, the Lender shall, upon an ERPS Conversion Event request from the Company, enter into a lock-up agreement, on materially the Nasdaq Stock Market at or prior same terms and conditions, with respect to the time of such deliveryConversion Shares.

Automatic Conversion. (a) Immediately This Note shall automatically convert, upon the consummation closing of the Company’s issuance of preferred stock of the Company (the “Qualifying Preferred Stock”) for capital-raising purposes occurring on or prior to the Maturity Date resulting in gross proceeds (individually or in the aggregate) to the Company of at least $1,000,000 (excluding any amounts deemed received in connection with the conversion of the Notes) (a Qualified IPO“Qualifying Financing”), each into that number of shares of capital stock of the Company (the “Automatic Conversion Shares”), rounded down to the nearest whole share, equal to the quotient obtained by dividing the then-outstanding Loan Balance by 90% of the lowest purchase price per share paid by another investor in the Qualifying Financing. Of the Automatic Conversion Shares, the number of Exchangeable shares of Qualifying Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash will equal to (I) the ERPS Liquidation Value; multiplied then-outstanding Loan Balance, divided by (II) the Discount Ratio; multiplied price per share paid by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to other investors purchasing the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Qualifying Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewithQualifying Financing. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of Any remaining shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (ca) Upon an ERPS Conversion Event, In the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account event of the alleged loss, theft or destruction conversion of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, this Note pursuant to this Section 4.1: (i) there shall be issued ▇▇▇▇▇▇ agrees to surrender this Note, duly endorsed, for conversion at the closing of the Qualifying Financing and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled execute all reasonably necessary documents in connection with such ERPS Conversion Eventthe conversion of this Note (including any definitive stock purchase agreement) that are executed by the investors in the Qualifying Financing; and (ii) the cash consideration described in paragraph 8(a) Company shall, at its sole cost and reasonably promptly following such delivery, issue and deliver certificates representing the number of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation assessable Automatic Conversion Shares, and shall endeavor pay to take any action necessary Lender cash in an amount equal to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) portion of the Corporation). No Loan Balance, if any, that would otherwise convert into a fractional share of Common Stock issuable or issued Automatic Conversion Shares pursuant to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliverySection 4.1.

Automatic Conversion. (ai) Immediately upon the consummation of a Qualified IPO, each Each share of Exchangeable Series A Preferred Stock and Series B Preferred Stock shall automatically be converted into shares of Class 1 Common Stock and each share of Series C Preferred Stock shall automatically be converted into shares of Class 2 Common Stock, based on the right applicable then-effective Conversion Price, (A) at any time upon the affirmative election of the holders of a majority of the outstanding shares of the Preferred Stock, voting together as a single class on an as-if-converted basis, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to receive (such conversionan effective registration statement under the Securities Act of 1933, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) as amended, covering the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 offer and (ii) that number of shares sale of Common Stock for the account of the Company (valued at the initial Qualified IPO offering price “IPO”). In addition, each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall automatically be converted into shares of Class 2 Common Stock, based on the applicable then-effective Conversion Price, immediately prior to the publicclosing of the Tilray Reorganization (as defined in Article IV(E) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; providedbelow). Upon any such automatic conversion, however no fractional shares of Common Stock any declared and unpaid dividends shall be issued upon an ERPS Conversion Event but, paid in lieu thereof, accordance with the holder shall be entitled to receive an amount provisions of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest centSection 4(b). (bii) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of Upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion any of the Exchangeable Preferred Stock occurring events specified in connection therewith. In addition to any information that is required by law, such notice shall state: (iSection 4(i)(i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Eventabove, the outstanding Exchangeable shares of Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation of such shares and whether or not the certificates evidencing representing such Exchangeable Preferred Stock shares are surrendered to the Corporation Company or its transfer agent upon the occurrence of an ERPS Conversion Eventagent; provided, thathowever, that the Corporation Company shall not be obligated to pay cash payable or issue certificates evidencing the shares of Voting Common Stock issuable upon such ERPS Conversion Event conversion unless the certificates evidencing such Exchangeable shares of Preferred Stock are either delivered to the Corporation Company or its transfer agentagent as provided below, or the holder notifies the Corporation Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation solely Company to indemnify the Corporation Company from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of loss incurred by it in connection with such certificate (a “Statement of Loss”). (d) certificates. Upon receipt of notice of the occurrence of an ERPS Conversion Eventsuch automatic conversion of the Preferred Stock, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing representing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation Company or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereofcertificates, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Voting Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of which the shares of Common Preferred Stock that are issuable or issued in connection with an ERPS Conversion Event surrendered were convertible on the date on which such automatic conversion occurred, and any declared and unpaid dividends shall be subject to any lock-up agreement or market standoff agreement imposed by paid in accordance with the Corporation, any underwriter or other agent provisions of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliverySection 4(b).

Automatic Conversion. (ai) Immediately upon the consummation of a Qualified IPO, each Each share of Exchangeable Preferred Stock shall automatically be converted into shares of Common Stock, based on the right then-effective Conversion Price for such Preferred Stock, immediately upon the closing of a firmly underwritten public offering pursuant to receive (such conversionan effective registration statement under the Securities Act of 1933, a “ERPS Conversion Event”): as amended, covering the offer and sale of Common Stock for the account of HBT in which (i) an amount of cash equal to the per share price is at least Five Dollars (I$5.00) (as adjusted for stock splits, dividends, recapitalizations and the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 like), and (ii) that number the gross cash proceeds to HBT (net of shares of Common Stock underwriting discounts, commissions and fees) are at least fifty million dollars (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided$50,000,000). Upon such automatic conversion, however no fractional shares of Common Stock any declared and unpaid dividends shall be issued upon an ERPS Conversion Event but, paid in lieu thereof, accordance with the holder shall be entitled to receive an amount provisions of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest centSection 4(d). (bii) The Corporation shall promptly notify the holders Each outstanding share of Exchangeable a series of Preferred Stock shall automatically be converted into shares of Common Stock, based on the then-effective Conversion Price for such series of Preferred Stock upon the majority vote of all outstanding shares of such series of Preferred Stock, voting as a separate class. Upon such automatic conversion any declared and unpaid dividends shall be paid in writing accordance with the provisions of Section 4(d). (iii) Upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, either event specified in Section 4(l)(i) or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) above, the amount of cash per share to be paid to each holder of outstanding shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement series of Loss in lieu thereofPreferred Stock, as the case may be) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation of such shares and whether or not the certificates evidencing representing such Exchangeable Preferred Stock shares are surrendered to the Corporation HBT or its transfer agent upon the occurrence of an ERPS Conversion Eventagent; providedPROVIDED, thatHOWEVER, the Corporation that HBT shall not be obligated to pay cash payable or issue certificates evidencing the shares of Common Stock issuable upon such ERPS Conversion Event conversion unless the certificates evidencing such Exchangeable shares of Preferred Stock are either delivered to the Corporation HBT or its transfer agentagent as provided below, or the holder notifies the Corporation HBT or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation solely HBT to indemnify the Corporation HBT from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of loss incurred by it in connection with such certificate (a “Statement of Loss”). (d) certificates. Upon receipt of notice of the occurrence of an ERPS Conversion Eventsuch automatic conversion of the Preferred Stock (or a series of Preferred Stock, as the case may be), the holders of Exchangeable Preferred Stock subject to such automatic conversion shall promptly surrender the certificates evidencing representing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation HBT or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereofcertificates, a certificate or certificates for the number of shares of Common Stock, as applicable, to Stock into which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Preferred Stock that are issuable or issued in connection with an ERPS Conversion Event surrendered were convertible on the date on which such automatic conversion occurred, and any declared and unpaid dividends shall be subject to any lock-up agreement or market standoff agreement imposed by paid in accordance with the Corporation, any underwriter or other agent provisions of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliverySection 4(d).

Automatic Conversion. (a) Immediately upon Subject to Section 9.15, if at any time on or prior to Stated Maturity, the consummation Closing Price of a Qualified IPOthe Common Stock has exceeded two hundred percent (200%) of the Conversion Price then in effect for at least thirty (30) consecutive Trading Days, each share of Exchangeable Preferred Stock all Securities then Outstanding shall automatically convert as provided herein (an “Automatic Conversion”); provided, however, that such Automatic Conversion shall be subject to Section 9.02 and Section 9.15 hereof. Such Securities shall be converted into as soon as practicable, but in no event later than the right to receive third Business Day following the Trading Day upon which this Automatic Conversion requirement is triggered (the date of such conversion, a the “ERPS Automatic Conversion EventDate”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shares of Common Stock that the Holders shall promptly notify receive upon Automatic Conversion shall include any shares of Common Stock required to be delivered in respect of a Make-Whole Premium in accordance with Section 9.05 hereof. (c) At the holders of Exchangeable Preferred Stock in writing request and expense of the occurrence Company, the Trustee shall mail or cause to be mailed to each Holder notice (the “Automatic Conversion Notice”) of an ERPS Automatic Conversion Event; provided, that, as soon as practicable and no later than the Corporation’s failure to provide first Business Day following Automatic Conversion. If the Company gives such notice, it shall also deliver a copy of such Automatic Conversion Notice to the Trustee. Such mailing shall be by first class mail. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or its not the holder receives such notice. In any case, failure to be received, give such notice by mail or any defect in the notice to the holder of any Security shall not alter or affect the automatic conversion validity of the Exchangeable Preferred Stock occurring in connection therewith. In addition to proceedings for the Automatic Conversion of any information that is required by law, such notice other Security. (d) Each Automatic Conversion Notice shall state: : (i1) the date aggregate principal amount of Securities to be automatically converted, (2) the CUSIP, ISIN or similar number or numbers of the ERPS Conversion Event; Securities being automatically converted, (ii3) the amount of cash per share Automatic Conversion Date, (4) that on and after said date Interest thereon will cease to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; accrue, (iii5) the number of shares of Common Stock per share of Exchangeable Preferred Stock Stock, if any, to be issued to each holder delivered in respect of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; a Make-Whole Premium pursuant Section 9.05 hereof, (iv6) the place or places where the certificates representing shares of Exchangeable Preferred Stock Securities are to be surrendered for conversion, and (or a Statement of Loss as defined 7) the Conversion Price then in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stockeffect. (ce) Upon Prior to or contemporaneous with the mailing of an ERPS Automatic Conversion EventNotice to the Holders, the outstanding Exchangeable Preferred Stock Company shall be converted automatically without any further action by issue a press release containing the holders thereof or by information contained in the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Automatic Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”)Notice. (df) Upon receipt of notice of In the occurrence event of an ERPS Conversion EventAutomatic Conversion, the holders of Exchangeable Preferred Stock Company shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued issue and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, deliver a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; Shares and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS in respect of a Make-Whole Premium for delivery to the Holders as promptly after the Automatic Conversion Event Date as practicable in accordance with the provisions of this Article 9, but in no event later than the close of business on the Nasdaq third next succeeding Business Day following such Automatic Conversion Date. (g) All Securities subject to an Automatic Conversion shall be delivered to the Trustee or its agent to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9 of the Original Indenture. (h) Upon Automatic Conversion, Interest on the Securities shall cease to accrue and shall cease to be entitled to any benefit or security hereunder, and the holders thereof shall have no right in respect of such Securities except the right to receive the Common Stock Market and cash, if any, to which they are entitled pursuant to this Section 9.14. (i) If any of the provisions of this Section 9.14 are inconsistent with applicable law at or prior to the time of such deliveryAutomatic Conversion, such law shall govern.

Automatic Conversion. (a) Immediately upon the consummation of a Qualified IPOExcept as provided in this Section 3, each share of Exchangeable Series B Convertible Preferred Stock shall automatically be converted automatically, and without any further action on the part of the holder thereof, convert into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of fifty shares of Common Stock (valued at as it may be adjusted in accordance with Section 7(b), the initial Qualified IPO offering price to “Conversion Ratio”) immediately following the public) equal to satisfaction of all of the following conditions: (Ii) the ERPS Liquidation Value; multiplied approval of the Seventh Amended and Restated Certificate of Incorporation of the Corporation (the “New Charter”) by the stockholders of the Corporation (II) the Discount Ratio; multiplied by (III) 0.15; provided“Stockholder Approval”), however no fractional which shall increase the total authorized shares of Common Stock to a number (A) at least equivalent to the number required to permit the immediate conversion of all of the then outstanding shares of Series B Convertible Preferred Stock pursuant to the terms of this Certificate of Designations, without violating the organizational documents of the Corporation and (B) approved by all of the holders of Series B Convertible Preferred Stock (which approval shall not be unreasonably withheld, conditioned or delayed) (the “Authorized Share Increase”), (ii) the adoption of the New Charter by the Board, and (iii) the filing and acceptance of the New Charter with and by the Secretary of State of the State of Delaware, which shall be filed the same day as the date of Stockholder Approval (the “Conversion”); provided, however, no such automatic conversion shall be permitted until all consents, approvals or clearances with respect to, or termination or expiration of any applicable waiting period (and any extensions thereof) imposed under, The ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (such consent, approval or clearance, “HSR Approval”) required for the conversion by the holders of Series B Preferred Stock, if any, shall have been obtained, received, deemed to have been received or terminated or expired as the case may be. The holders of the Series B Convertible Preferred Stock shall inform the Corporation when HSR Approval has been received. The Corporation shall within one (1) business day of the later of Stockholder Approval and confirmation from the holders of the Series B Convertible Preferred Stock that any necessary HSR Approval has been received, inform each holder of Series B Convertible Preferred Stock that the conditions to the Conversion have been satisfied and the effective date of the Conversion. The shares of Common Stock to be issued upon Conversion (the “Conversion Shares”) shall be issued as follows: (a) Series B Convertible Preferred Stock that is registered in book-entry form shall be automatically cancelled on the date of Conversion and converted into the corresponding Conversion Shares, which shares shall be issued in book-entry form and without any action on the part of the holders thereof and shall be delivered to the holders thereof within two (2) business days of the effectiveness of the Conversion; (b) Series B Convertible Preferred Stock that is issued in certificated form shall be deemed converted into the corresponding Conversion Shares on the date of Conversion and the holder’s rights as a holder of such shares of Series B Convertible Preferred Stock shall cease and terminate on such date, excepting only the right to receive the Conversion Shares within two (2) business Days of the effectiveness of the Conversion. The holder of Series B Convertible Preferred Stock shall surrender any stock certificate to the Corporation for cancellation within three (3) business days of the date the Conversion. Notwithstanding the cancellation of the Series B Convertible Preferred Stock upon an ERPS Conversion Event butConversion, holders of Series B Convertible Preferred Stock shall continue to have any remedies provided herein or otherwise available at law or in lieu thereofequity to such holder because of a failure by the Corporation to comply with the terms of this Certificate of Designations, and in all cases, the holder shall be entitled to receive an amount retain all of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, its rights and remedies for the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect convert the automatic conversion of the Exchangeable Series B Convertible Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stockpursuant hereto. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such delivery.

Automatic Conversion. (a) Immediately upon the consummation closing of the earlier of (i)(A) a transaction in which the Corporation, directly or indirectly, merges or consolidates (including by becoming a 90% or more owned subsidiary) with another company that has its common stock approved for quotation on the OTC Bulletin Board maintained by the Financial Industry Regulatory Authority, Inc., any over the counter market maintained by OTC Markets Group Inc. (or any successor), NASDAQ, the NYSE AMEX, the NYSE or any other domestic national stock exchange (“Pubco”) (such transaction, howsoever denominated, the “Reverse Merger”) and (B) Pubco immediately thereafter issues and sells shares of its capital stock and/or securities convertible, exercisable and/or exchangeable into or for shares of Pubco’s capital stock, or a combination thereof (collectively, “Pubco Securities”), and Pubco receives no less than $5.0 million of aggregate gross proceeds from the sale of such Pubco Securities (the “Pubco Financing”), or (ii) a Qualified IPO, each share the outstanding shares of Exchangeable Series B Preferred Stock and all accrued but unpaid dividends thereon through and including the date of conversion shall be automatically converted into either Pubco Securities on the same terms as are offered to investors in the Pubco Financing or the securities of the Corporation on the same terms as are offered to investors in the Qualified IPO (the “IPO Securities”), as the case may be; provided, however, that notwithstanding anything to the contrary herein or elsewhere, the price at which the Series B Preferred Stock shall automatically be converted convert into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified Pubco Securities or IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common StockSecurities, as applicable, shall be at a valuation calculated to which such holder is entitled in connection with such ERPS Conversion Event; and be the lesser of (iia) $17.5 Million, post conversion or (b) the cash consideration described price of the IPO Stock or Pubco Securities, as applicable, in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issuedthe Pubco Financing or the Qualified IPO, fully paid and non-assessableas applicable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Series B Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by upon the Corporation, any underwriter or other agent conversion of the Corporation restricting: (iSeries B Preferred Stock, including the Conversion Shares defined in Section 5(b) below, are referred to herein as the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS “Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliverySecurities.”

Automatic Conversion. (a) Immediately upon the consummation closing of the earlier of (i)(A) a transaction in which the Corporation, directly or indirectly, merges or consolidates (including by becoming a 90% or more owned subsidiary) with another company that has its common stock approved for quotation on the OTC Bulletin Board maintained by the Financial Industry Regulatory Authority, Inc., any over the counter market maintained by OTC Markets Group Inc. (or any successor), NASDAQ, the NYSE AMEX, the NYSE or any other domestic national stock exchange (“Pubco”) (such transaction, howsoever denominated, the “Reverse Merger”) and (B) Pubco immediately thereafter issues and sells shares of its capital stock and/or securities convertible, exercisable and/or exchangeable into or for shares of Pubco’s capital stock, or a combination thereof (collectively, “Pubco Securities”), and Pubco receives no less than $5.0 million of aggregate gross proceeds from the sale of such Pubco Securities (the “Pubco Financing”), or (ii) a Qualified IPO, each share the outstanding shares of Exchangeable Series A Preferred Stock and all accrued but unpaid dividends thereon through and including the date of conversion shall be automatically be converted into either Pubco Securities on the right same terms as are offered to receive investors in the Pubco Financing or the securities of the Corporation on the same terms as are offered to investors in the Qualified IPO (such conversionthe “IPO Securities”) as the case may be, a “ERPS Conversion Event”): shall be 90% of the purchase price of the (i) an amount Pubco Securities (and if convertible, exercisable and/or exchangeable securities are issued by Pubco to investors, either as all of cash equal the Pubco Securities sold and/or issued to (Iinvestors or as part of the Pubco Securities sold and/or issued to investors in the Pubco Financing, then the conversion price, exercise price and/or exchange price of any such convertible, exercisable or exchangeable Pubco Securities shall also have a 10% discount thereto) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and or (ii) that number of shares of Common Stock IPO Securities (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied and if convertible, exercisable and/or exchangeable securities are sold and/or issued by (II) the Discount Ratio; multiplied by (III) 0.15; providedPubco, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing either as all of the occurrence IPO Securities sold and/or issued to investors or as part of an ERPS Conversion Event; providedthe IPO Securities sold and/or issued to investors in the Qualified IPO, thatthen the conversion price, exercise price and/or exchange price of any such convertible, exercisable or exchangeable IPO Securities sold in the Corporation’s failure to provide such notice, or its failure to be receivedQualified IPO, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or also have a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”10% discount thereto). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Series A Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by upon the Corporation, any underwriter or other agent conversion of the Corporation restricting: (i) Series A Preferred Stock are referred to herein as the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS “Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliverySecurities.”

Automatic Conversion. (a) Immediately upon the consummation of a Qualified IPOAt any time, each share of Exchangeable Series 6-A Preferred Stock outstanding shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): number of fully paid and non-assessable shares of Common Stock as is determined by dividing (i) an amount the Original Issue Price of cash equal to such share plus any declared but unpaid dividend on such share by (Iii) the ERPS Liquidation Value; multiplied Conversion Price then in effect immediately upon the date specified by a written notice (II“Automatic Election Notice”) delivered to the Discount Ratio; multiplied Company by the holders of not less than the majority of the outstanding shares of the Series 6-A Preferred Stock electing to effect the conversion. The Automatic Election Notice shall be delivered to the Company not less than ten (III10) 0.85 business days prior to the specified date of the automatic conversion. Within three (3) business days of receipt of the Automatic Election Notice, the Company shall provide written notice to all record holders of Series 6-A Preferred Stock of the election of such automatic conversion. Such notice shall state the date on which the automatic conversion shall occur and shall call upon the holders of Series 6-A Preferred Stock to deliver to the Company the certificates representing shares of Series 6-A Preferred Stock so converted (iior, in lieu thereof, materials contemplated by Section VII.J., if applicable). Upon the delivery of such certificates (or, in lieu thereof, materials contemplated by Section VII.J., if applicable), the Company shall as soon as practicable, deliver to the transmitting holders (or at their direction) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional issuable upon conversion of such shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Series 6-A Preferred Stock in writing being converted, dated as of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock conversion. Such conversion shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered deemed to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 made (and executes an agreement reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event issued) on the date of such automatic conversion, and the holders of the Series 6-A Preferred Stock so converted shall be subject to any lock-up agreement treated for all purposes as the record holder or market standoff agreement imposed by the Corporation, any underwriter or other agent holders of such Common Stock as of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time date of such deliveryconversion specified in the Automatic Election Notice.

Automatic Conversion. (a) Immediately upon the consummation of a Qualified IPO, each share of Exchangeable Preferred Stock This Note shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at an “Automatic Conversion”) upon (x) the initial listing of Common Stock on a Qualified IPO Eligible Market, but only if no Equity Conditions Failure shall have occurred as of the Uplisting Date and (y) in connection with, but not later than, the listing of the Common Stock on a Qualified Eligible Market, the consummation by the Company of a firm commitment underwritten public offering price of Common Stock and/or Common Stock Equivalents of the Company pursuant to an effective registration statement under the Securities Act, that results in gross proceeds to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15Company of not less than $5,000,000; provided, however no fractional shares of Common Stock that the Required Holders may waive the requirement set forth in this clause (y) (a “Qualified Public Offering”). The Automatic Conversion shall be issued upon an ERPS effected pursuant to Section 3 using a Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash Price that is equal to the fair market value lowest of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS then-effective applicable Conversion Event; Price, (ii) 80% of the amount arithmetic average of cash per share the VWAPs of the Common Stock during the three Trading Days immediately prior to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; Uplisting Date and (iii) the number issuance price of shares the Qualified Public Offering, if any (which, for the avoidance of Common Stock per share of Exchangeable Preferred Stock doubt, if more than one security is issued to an investor in connection therewith, will be deemed to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; “unit price”). This Note and (v) that payment all of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock Other Notes shall be converted automatically on the Uplisting Date, which date, for the avoidance of doubt, shall be deemed a Conversion Date for all purposes under this Note, without any further action by the Holder and the holders thereof or by of the Corporation Other Notes and whether or not this Note or the certificates evidencing such Exchangeable Preferred Stock Other Notes are surrendered to the Corporation Company or its transfer agent upon Transfer Agent. Upon the occurrence of an ERPS such Automatic Conversion Event; providedof this Note and the Other Notes, thatincluding, without limitation, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account delivery of the alleged lossapplicable Conversion Shares, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of this Note will be deemed converted in full on the occurrence of an ERPS Conversion EventUplisting Date, and the Holder and the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there Other Notes shall be issued and delivered deemed to have surrendered such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued Notes to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliveryCompany.

Automatic Conversion. (ai) Immediately upon Simultaneously with the consummation closing of a Qualified IPOSale Transaction, each outstanding share of Exchangeable Series F Preferred Stock shall be automatically converted, with no further action required to be converted taken by the Corporation or the holder thereof, into the right to receive following: (such conversion, a “ERPS Conversion Event”): A) the Participation Payment; and (iB) an amount the number of cash fully paid and non-assessable shares of Common Stock equal to (I) the ERPS Liquidation Value; multiplied by (II) product of the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Series F Preferred Stock being converted and the quotient of (x) the Accreted Value divided by (y) the Conversion Price then in effect (after giving effect to any adjustments pursuant to Section 7(d) below). (ii) The Participation Payment set forth in Section 7(b)(i) above shall be in addition to and not in lieu of accrued and unpaid dividends, if any, payable in accordance with Section 3 above and shall be payable, to the extent funds are legally available therefor, in the case of a Sale Transaction, in cash or, at the option of the holders of a majority of shares of Series F Preferred Stock, in shares of Common Stock (valued at if such shares remain outstanding following the initial Qualified IPO offering price Sale Transaction or in the consideration to be received by holders of shares of Common Stock. If the public) equal Participation Payment is to (I) be paid in shares of Common Stock, the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional value of such shares of Common Stock shall be issued upon an ERPS Conversion Event butdetermined (A) in the case of a Sale Transaction (other than as set forth in clause (B), below), by the Net Per Share Price paid for shares of Common Stock in such Sale Transaction, or (B) in the case of a Sale Transaction in which no Net Per Share Price is paid for shares of Common Stock, in lieu thereofgood faith by the Board of Directors. (iii) Any securities of the surviving Person to be delivered to the holders of shares of Series F Preferred Stock pursuant to this Section 7(b) shall be valued as follows: (A) With respect to securities that do not constitute "restricted securities," as such term is defined in Rule 144(a)(3) promulgated under the Securities Act, the holder value shall be entitled deemed to receive an amount be the Current Market Price of cash equal such securities as of three (3) days prior to the date of distribution. (B) With respect to securities that constitute "restricted securities," as such term is defined in Rule 144(a)(3) promulgated under the Securities Act, and that are of the same class or series as securities that are publicly traded, the value shall be adjusted to make an appropriate discount from the value as set forth in Section 7(b)(iii)(A) above to reflect the appropriate fair market value thereof, as mutually determined by the Board of Directors and the holders of a share majority of Common Stock (the shares of Series F Preferred Stock, or if there is no active public market with respect to such class or series of securities, such securities shall be valued at in accordance with Section 7(b)(iii)(A) above, giving appropriate weight, if any, to such restriction as determined in good faith by the initial Qualified IPO offering price to the public) at the time Board of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent)Directors. (biv) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; providedImmediately upon conversion as provided herein, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Series F Preferred Stock in connection with shall be deemed to be the ERPS Conversion Event; (iii) holder of record of the number Common Stock issuable upon conversion of such holder's shares of Series F Preferred Stock, notwithstanding that the share register of the Corporation shall then be closed or that certificates representing the Common Stock per share of Exchangeable Preferred Stock shall not then actually be delivered to be issued to such Person. Upon written notice from the Corporation, each holder of shares of Exchangeable Series F Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and so converted shall promptly surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or at its transfer agent upon the occurrence principal place of an ERPS Conversion Event; provided, that, the Corporation shall not business to be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares maintained by it (or a Statement of Loss in lieu thereof) at the such other office or agency of the Corporation or any transfer agent for as the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to Corporation may designate by such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued notice to the holders of Exchangeable shares of Series F Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (iStock) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of certificates representing the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliveryso converted.

Automatic Conversion. (a) Immediately upon the consummation of a Qualified IPO, each share of Exchangeable Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of Upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Class B Automatic Conversion Event, all the then issued and outstanding Exchangeable Preferred Stock Class B Non-Voting Common Shares shall be converted automatically in accordance with Article 30.6 without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing (if any) representing such Exchangeable Preferred Stock shares are surrendered to the Corporation Company or its transfer agent upon agent. The Company shall provide all holders of the Class B Non-Voting Common Shares written notice as promptly as practicable following (a) the date of a Class B Automatic Conversion Event informing the holders of the occurrence of an ERPS a Class B Automatic Conversion Event or (b) the final date of the Earnout Period that a Class B Earnout Trigger Event was not satisfied as of the end of the Earnout Period and that the Class B Non-Voting Common Shares will be redeemed in accordance with these Articles. In the case of a Class B Automatic Conversion Event (a) relating to the satisfaction of a Class B Earnout Trigger Event; provided, that, the Corporation automatic conversion of the applicable Class B Non-Voting Common Shares shall be deemed to have occurred at the close of business on the date of the Class B Earnout Trigger Event or (b) relating to a Change of Control, the automatic conversion of the applicable Class B Non-Voting Common Shares shall be deemed to have occurred immediately prior to the consummation of such Change of Control (as applicable, the “Class B Automatic Conversion Time”). The Company shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock Shares issuable upon such ERPS Conversion Event any automatic conversion (to the extent the Common Shares are certificated) unless the certificates evidencing such Exchangeable Preferred Stock Class B Non-Voting Common Shares being converted, if any, are either delivered to the Corporation Company at the registered office of the Company or to its transfer agent, or the holder notifies the Corporation Company or its transfer agent agent, that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation solely Company to indemnify the Corporation Company (and its transfer agent, if applicable) from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled loss incurred by it in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4therewith. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such delivery.

Automatic Conversion. (a) Immediately upon the consummation of a Qualified IPO, each Each share of Exchangeable Preferred Class B Common Stock shall automatically automatically, without further action by the Corporation or such holder, be converted into one (1) fully paid and nonassessable share of Class A Common Stock immediately prior to the right to receive close of business on the last day of any fiscal quarter of the Corporation (the “Conversion Date”) if the number of outstanding shares of Class B Common Stock and Class A Common Stock collectively held by Netmarble and its Affiliates on such conversion, a “ERPS Conversion Event”): (i) an amount of cash date is equal to less than thirty percent (I30%) of the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that aggregate number of shares of Common Stock and Preferred Stock outstanding on the last day of the immediately preceding fiscal quarter of the Corporation (valued at the initial Qualified IPO offering price “Measurement Date” and such conversion, the “Automatic Conversion”); provided that, if Netmarble has delivered an “Exercise Notice” to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional purchase shares of Common Stock shall be issued upon of the Corporation or has notified the Corporation of an ERPS Conversion Event butintention to purchase “Financing Securities”, in lieu thereofeither case, pursuant to the Stockholders Agreement dated on or about the Charter Date, by and among the Corporation and Netmarble (as the same may be amended, modified or restated form time to time, the holder shall be entitled “Stockholders Agreement”), but such purchase has not yet occurred for any reason other than the failure of Netmarble or any of its Affiliates to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of consummate such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, thatpurchase when required, the Corporation’s failure Measurement Date shall instead be the earliest to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion occur of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date closing of the ERPS Conversion Event; such purchase and (ii) such time as Netmarble or any of its Affiliates have had the amount of cash per share opportunity to be paid consummate such purchase pursuant to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment terms of the foregoing cash sum (including any payment for fractional shares) Stockholders Agreement and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order failed to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by do so. If the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered has reason to the Corporation or its transfer agent upon the occurrence of believe that an ERPS Automatic Conversion Event; provided, thathas occurred, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of provide notice of the occurrence of an ERPS Automatic Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Class B Common Stock, as applicable, Stock pursuant to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any 2 of Article V to record holders of such shares of Class B Common Stock issued upon an ERPS Conversion Event as soon as practicable following the Automatic Conversion. Such notice shall be validly issuedprovided by any means then permitted by the General Corporation Law; provided, fully paid and non-assessable. The Corporation however, that no failure to give such notice nor any defect therein shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under affect the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) validity of the Corporation)Automatic Conversion. No share of Common Stock issuable or issued to Upon and after the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered byAutomatic Conversion, or subject to, any agreement, term or condition imposed by the Person registered on the Corporation, any underwriter or other agent of ’s books as the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no record holder of the shares of Class B Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or so converted immediately prior to the time Automatic Conversion shall be registered on the Corporation’s books as the record holder of the shares of Class A Common Stock issued upon Automatic Conversion of such delivery.shares of Class B Common Stock, without further action on the part of the record holder thereof. Immediately upon the effectiveness of the Automatic Conversion, the rights of the holders of shares of Class B Common Stock so converted as holders of shares of Class B Common Stock shall cease, and such holders shall be treated for all purposes as having become the record holders of such shares of Class A Common Stock into which such shares of Class B Common Stock were converted pursuant to this Section 2 of Article V.

Automatic Conversion. (a1) Immediately upon the consummation of a Qualified IPO, each Each share of Exchangeable Series B Preferred Stock shall automatically be converted into shares of Common Stock based on the right to receive (such conversion, a “ERPS then effective Conversion Event”): Price immediately upon (i) the closing of an amount underwritten public offering pursuant to an effective Regulation A notification or a registration statement under the Securities Act of cash equal to 1933, as amended, covering the offering and sale of Common Stock for the account of the Company in which the aggregate gross proceeds received by the Company at the public offering price equals or exceeds $2,000,000, the public offering price per share of which equals or exceeds $7.00 per share of Common Stock (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 appropriately adjusted for sub-divisions and (ii) that number combinations of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional and dividends payable in shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, Stock) and the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing obligation of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion underwriters is that if any of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by lawsecurities being offered are purchased, all such notice shall state: (i) the date of the ERPS Conversion Eventsecurities must be purchased; (ii) the amount effective date of cash per share to be paid to each holder (A) a consolidation or merger of shares the Company with or into another corporation or corporations; (B) a consolidation or merger in which the Company is a constituent corporation, it survives the consolidation or merger and its shareholders receive capital stock of Exchangeable Preferred Stock in connection with another corporation; or (C) a sale of all or substantially all of the ERPS Conversion Eventassets of the Company, provided, however, that one of the other constituent corporations, the acquiring corporation or the parent of any such corporation has at that time a class of securities publicly traded on a national securities exchange or quoted on a national quotation system or otherwise has a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended; or (iii) the number payment and satisfaction by the Company of shares of Common Stock per share of Exchangeable Preferred Stock all indebtedness owed by it to be issued to each holder of shares of Exchangeable Preferred Stock in connection with Minnesota Mining and Manufacturing Company representing the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment deferred portion of the foregoing cash sum (including any payment purchase price for fractional shares) the Company’s purchase of certain assets associated with Minnesota Mining and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common StockManufacturing Company’s plastic surgery product lines. (c2) Upon an ERPS Conversion Eventthe occurrence of the events specified in paragraph (1) above, the outstanding Exchangeable shares of Series B Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation of such shares and whether or not the certificates evidencing representing such Exchangeable Preferred Stock shares are surrendered to the Corporation Company or its transfer agent upon the occurrence of an ERPS Conversion Eventagent; provided, thathowever, that the Corporation Company shall not be obligated to pay cash payable or issue certificates evidencing the shares of Common Stock issuable upon such ERPS Conversion Event conversion unless the certificates evidencing such Exchangeable shares of Series B Preferred Stock are either delivered to the Corporation Company or its transfer agentagent as provided below, or the holder notifies the Corporation Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation solely Company to indemnify the Corporation Company from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of loss incurred by it in connection with such certificate (a “Statement of Loss”). (d) certificates. Upon receipt of notice of the occurrence of an ERPS Conversion Eventsuch automatic conversion of the Series B Preferred Stock, the holders of Exchangeable Series B Preferred Stock shall promptly surrender the certificates evidencing representing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation Company or any transfer agent for the Exchangeable Preferred Stock or Common Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its his name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereofcertificates, a certificate or certificates for the number of shares of Common Stock, as applicable, to Stock into which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Series B Preferred Stock that are issuable surrendered were convertible on the date on which such automatic conversion occurred and the Company shall promptly pay, or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required cause to be delivered upon an ERPS Conversion Event paid, in cash all declared and unpaid dividends on the Nasdaq shares of Series B Preferred Stock Market at or prior to the time of such deliverybeing converted.

Automatic Conversion. (a) Immediately upon the consummation of a Qualified IPO, each share of Exchangeable Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of Upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Class C Automatic Conversion Event, all the then issued and outstanding Exchangeable Preferred Stock Class C Non-Voting Common Shares shall be converted automatically in accordance with Article 32.6 without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing (if any) representing such Exchangeable Preferred Stock shares are surrendered to the Corporation Company or its transfer agent upon agent. The Company shall provide all holders of the Class C Non-Voting Common Shares written notice as promptly as practicable following (a) the date of a Class C Automatic Conversion Event informing the holders of the occurrence of an ERPS a Class C Automatic Conversion Event or (b) the final date of the Earnout Period that a Class C Earnout Trigger Event was not satisfied as of the end of the Earnout Period and that the Class C Non-Voting Common Shares will be redeemed in accordance with these Articles. In the case of a Class C Automatic Conversion Event (a) relating to the satisfaction of a Class C Earnout Trigger Event; provided, that, the Corporation automatic conversion of the applicable Class C Non-Voting Common Shares shall be deemed to have occurred at the close of business on the date of the Class C Earnout Trigger Event or (b) relating to a Change of Control, the automatic conversion of the applicable Class C Non-Voting Common Shares shall be deemed to have occurred immediately prior to the consummation of such Change of Control (as applicable, the “Class C Automatic Conversion Time”). The Company shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock Shares issuable upon such ERPS Conversion Event any automatic conversion (to the extent the Common Shares are certificated) unless the certificates evidencing such Exchangeable Preferred Stock Class C Non-Voting Common Shares being converted, if any, are either delivered to the Corporation Company at the registered office of the Company or to its transfer agent, or the holder notifies the Corporation Company or its transfer agent agent, that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation solely Company to indemnify the Corporation Company (and its transfer agent, if applicable) from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled loss incurred by it in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4therewith. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such delivery.

Automatic Conversion. (a) Immediately upon the consummation closing of the next round of equity financing in the Borrower, whether by way of a Qualified IPO, each share of Exchangeable Preferred Stock shall automatically be converted into the right to receive (such conversionprivate placement, a “ERPS Conversion Event”): public offering (iincluding rights offering) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event butor otherwise, in lieu thereof, which the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing Borrower issues equity securities of the occurrence Borrower for aggregate gross proceeds in excess of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic US$1,000,000 (including conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition outstanding Loan Amounts) (the “Next Qualified Equity Financing”), prior to any information that is required by law, such notice shall state: the Maturity Date (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Eventbelow), the outstanding Exchangeable Preferred Stock Loan Amount shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent converted, upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account closing of the alleged lossNext Qualified Equity Financing, theft or destruction of into such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under assessable ordinary shares, par value NIS 0.1, of the Securities Act of 1933, as amended Borrower (the “Securities ActOrdinary Shares”) or any other securities of the Borrower issued at such financing (collectively, the “Conversion Shares”), at the applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” Conversion Price (as defined below) and on the same terms and conditions at which such shares or securities are issued in Rule 144 promulgated under the Securities ActNext Qualified Equity Financing. Notwithstanding the foregoing (solely as it relates to the conversion of Interest), at least ten (10) calendar days prior to such automatic conversion, the Borrower shall provide a written notice to each Lender informing the Lender of the Corporationcontemplated conversion and each Lender shall have five (5) calendar days following receipt of such notice to inform the Borrower, by providing written notice to Borrower within such 5-days period, that such Lender elected to be paid the Interest (rather than have such Interest converted into equity securities). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock , in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: which case (i) the sale, tradability, distribution, pledge or other disposition Principal Amount of such Common Stock; Lender shall be converted upon the closing of the Next Qualified Equity Financing and (ii) Borrower shall pay the ability Interest accrued to offer to sellsuch Lender upon, tradeor promptly after, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality closing of the foregoingNext Qualified Equity Financing, no holder of the shares of Common Stock that are issuable or issued but in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to event not later than three (3) business days after such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliveryclosing.

Automatic Conversion. (a) Immediately upon Each Stockholder agrees that immediately prior to the consummation closing of a Qualified IPO, each share of Exchangeable Preferred Class C Voting Common Stock held by it shall be automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount into a share of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and Class A Voting Common Stock on a one-for-one basis or (ii) that into a share or shares of the class of securities into which the Class A Voting Common Stock has been or is being converted into, as the case may be, with each share of Class C Voting Common Stock converting into the same number of shares of such securities as each share of Class A Voting Common Stock (valued at has converted or will be converted into. Such conversion shall occur automatically and without any further action on the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing part of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each applicable holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Class C Voting Common Stock. (cSection 1.4 Amendment to Section 3.3(d)(i) Upon an ERPS Conversion Event– Second Round Subscribers. Section 3.3(d)(i) of the Stockholders Agreement is hereby amended to add the double underlined language below: “In the event that one or more Qualified Major Stockholders fail to give a properly completed Exercise Notice in respect of all or part of the Offered Securities offered to it, him or her pursuant to Section 3.3(a), the outstanding Exchangeable Preferred Stock Offered Securities not subscribed for (the “Second Round Securities”) shall be converted automatically without allocated among those Qualified Major Stockholders (together with and including the Qualified Stockholders as defined under the ▇▇▇▇ Stockholders Agreement) (if any) (“Second Round Subscribers”) who indicate in their respective Exercise Notices a desire to subscribe for more than their Proportionate Interest of the total Offered Securities offered pursuant to Section 3.3(a) up to any further action maximum number set out in the Exercise Notice. If the number or amount of Second Round Securities is less than the number or amount desired to be taken up by Second Round Subscribers, the Second Round Securities shall be allocated among the Second Round Subscribers on a pro rata basis (such that all the Second Round Securities are allocated) according to their respective Proportionate Interests (rounded, as appropriate, to the nearest whole number). In the event that not all Second Round Securities are taken up and purchased by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, thatQualified Stockholders, the Corporation shall may issue such Second Round Securities not be obligated so subscribed for at a price not less than that set out in the Offer Notice to pay cash payable or issue certificates evidencing such Persons as the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable Preferred Stock are delivered Board may determine in its discretion, subject 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”)compliance with Section 4.4 hereof. (dSection 1.5 Amendment to Section 3.3(e) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such delivery.–

Automatic Conversion. (a) Immediately i. The Conversion Amount will be automatically converted into the type of Equity Securities issued in a Qualified Financing upon the closing of such Qualified Financing; provided, however, that if at the time of the closing of such Qualified Financing, an Event of Default shall exist, such conversion only shall occur at the election of the Lender. The number of shares of such Equity Securities to be issued upon such conversion shall be equal to the quotient obtained by dividing the Conversion Amount on the date of conversion by the lowest price per share paid in cash or cash equivalents for the Equity Securities issued in the Qualified Financing. At least five business days prior to the closing of the Qualified Financing the Company shall notify the Lender in writing of the terms under which the Equity Securities of the Company will be sold in such financing. ii. The Conversion Amount will be automatically converted into shares of Hightimes Common Stock upon the consummation of a Qualified IPOPublic Offering; provided, each share however, that if at the time of Exchangeable Preferred Stock the consummation of such Qualified Public Offering, an Event of Default shall automatically be converted into exist, such conversion only shall occur at the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount election of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that Lender. The number of shares of Hightimes Common Stock (valued at to be issued upon such conversion shall be equal to the initial quotient obtained by dividing the Conversion Amount on the date of the consummation of the Qualified IPO offering Public Offering, by the price to public per share of the publicHightimes Common Stock sold in the Qualified Public Offering. At least five business days prior to the consummation of the Qualified Public Offering, the Company shall notify the Lender in writing of the terms under which the Hightimes Common Stock of the Company will be issued in the Qualified Public Offering. Hightimes shall deliver a notice of conversion, the form of which is attached hereto as Annex A (the “Notice of Conversion”) equal promptly (and in any event within two business days) following the occurrence of the Qualified Public Offering. The Notice of Conversion shall specify therein the number of Conversion Shares and the applicable Conversion Price Per Share. iii. Immediately prior to the consummation of a Sale of the Company, the Conversion Amount will be automatically converted into the type of Equity Securities issued in the Company’s most recent round of financing that would otherwise meet the criteria of a Qualified Financing if it had occurred following the date this Note (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15a “Prior Qualified Financing”); provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event buthowever, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) that if at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders consummation of Exchangeable Preferred Stock in writing a Sale of the occurrence Company, an Event of an ERPS Conversion Event; providedDefault shall exist, that, such conversion only shall occur at the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion election of the Exchangeable Preferred Stock occurring in connection therewithLender. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the The number of shares of Common Stock such Equity Securities to be issued upon such conversion shall be equal to the quotient obtained by dividing the Conversion Amount due on this Note on the date of conversion, by the lowest price per share of Exchangeable Preferred the Equity Securities issued in the Prior Qualified Financing. The Holder shall be afforded the right prior to the consummation of such Sale of the Company to timely exercise, convert or exchange any such Equity Securities so issued upon conversion of this Note. iv. The Conversion Amount will automatically and without any further action on the part of the Lender, convert into shares of Hightimes Common Stock following the consummation of the Reg A+ Offering Event on the Conversion Date. The number of shares of Hightimes Common Stock to be issued to each holder the Holder upon such conversion of shares this Note shall be equal to the result of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; dividing (ivi) the place or places where applicable Conversion Amount, by (ii) the certificates representing shares applicable Conversion Price Per Share. Hightimes shall deliver a Notice of Exchangeable Preferred Stock are to be surrendered Conversion promptly (or and in any event within two business days) following the Conversion Determination Date. The Notice of Conversion shall specify therein the number of Conversion Shares and the applicable Conversion Price Per Share. v. If a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment Qualified Financing, a Qualified Public Offering, a Sale of the foregoing Company or the Reg A+ Offering Event has not occurred by the Maturity Date, then the Conversion Amount as of the Maturity Date shall either, at the Holder’s election, (A) be repaid in cash sum in full, or (including any payment for fractional sharesB) and issuance of Common Stock will be made upon presentation and surrender of certificates representing convert into shares of the Exchangeable most senior type of Convertible Preferred Stock outstanding as of the Maturity Date (or a Statement or, if there is no Convertible Preferred Stock outstanding as of Loss in lieu thereof) without any other obligation or deliverable required of any holder of the Maturity Date, into shares of Exchangeable Preferred Stock in order to receive such cash and Hightimes Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the The number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Convertible Preferred Stock or Hightimes Common Stock to be issued upon an ERPS Conversion Event such conversion shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor equal to take any action necessary to ensure that any Common Stock issued upon an ERPS the quotient obtained by dividing the Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, Amount as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered byMaturity Date, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliveryIndependent Valuation Price.

Automatic Conversion. (a) Immediately upon Without any action being required by the consummation holder of a Qualified IPOsuch Share and whether or not the certificates representing such Share are surrendered to the Company or its transfer agent, each share of Exchangeable Preferred Stock Share shall automatically be converted into the right to receive Common Shares (such conversiona) immediately upon the closing of an IPO, a “ERPS based on the applicable Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, Price in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) effect at the time of the closing of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). IPO; (b) The Corporation shall promptly notify at the election of holders of Exchangeable Preferred Stock in writing a majority of the occurrence Preferred Shares and their Conversion Shares if converted (which shall include the prior written consent or affirmative vote of Alibaba), voting as a single class on an as-converted to Common Share but not fully-diluted basis; or (c) if the Board duly approves in accordance with this Agreement and the Restated Articles the commencement of an ERPS IPO process by the Company in Taiwan (the “Taiwan IPO”) and the date on which Company is scheduled to submit the Taiwan IPO application (the “IPO Filing Date”), then on the date determined by the Board in good faith for the conversion of all Preferred Shares into Common Shares (the “Conversion EventDate”); providedprovided that in the event of conversion pursuant to this Section 8.11(c), thateach of the following conditions must be satisfied before such conversion: (x) the IPO Filing Date shall not be earlier than June 1, 2020; (y) the Conversion Date shall not be earlier than the date that is three (3) months prior to the IPO Filing Date; and (z) a pre-IPO agreement reasonably satisfactory to Alibaba shall have been duly approved by the Board and duly executed by the parties thereto (which shall at least include the Company); provided that if any party fails to sign such pre-IPO agreement within thirty (30) days following the approval of the Board, this condition (z) shall be deemed to have been waived with respect to such party. The pre-IPO agreement shall provide the Series B Holders with substantially the same rights, privileges and preferences as that provided under this Agreement (but in any event shall not exceed the scope of the rights, privileges and preference provided hereunder) to the extent that such rights, privileges and preferences, in accordance with the written advice of the Company’s underwriter(s) and external legal advisor for the Taiwan IPO, will not materially and adversely affect the Taiwan IPO. For illustrative purpose only, the Corporation’s failure to provide such noticepre-IPO agreement shall include, or its failure to be receivedwithout limitation, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: provisions regarding (i) re-conversion of all Common Shares converted from Preferred Shares pursuant to this Section 8.11(c) into Preferred Shares upon the date earliest of (A) the ERPS Conversion EventTaiwan IPO is not consummated within ten (10) months after the IPO Filing Date, (B) the return or rejection from the Taiwan Stock Exchange or any other applicable Governmental Authority for the listing application for the Taiwan IPO, or (C) the Company withdraws or cancels the Taiwan IPO process; (ii) the amount automatically reinstatement or re-application of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock this Agreement in connection with full force and effect upon the ERPS Conversion Eventforegoing re-conversion; and (iii) the number remedies of shares of Common Stock per share of Exchangeable Preferred Stock Alibaba comparable to be issued Alibaba’s redemption right under Section 11.1. Each Party agrees to each holder of shares of Exchangeable Preferred Stock act in connection good faith in negotiating and finalizing the pre-IPO agreement with the ERPS Conversion Event; (iv) aim to assist the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation Taiwan IPO. The Company shall not be obligated to pay cash payable or issue certificates evidencing the for any Common Stock Share issuable upon such ERPS Conversion Event the automatic conversion of any Preferred Share unless the certificates certificate(s) evidencing such Exchangeable Preferred Stock are Share is either delivered as provided below to the Corporation Company or its any transfer agentagent for the Preferred Shares, or the holder notifies the Corporation Company or its transfer agent that such certificates have certificate has been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation solely Company to indemnify the Corporation Company from any claim that may be made against the Corporation on account of the alleged lossloss incurred by it in connection with such certificate. The Company shall, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon as soon as practicable after receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. ThereuponShares, (i) there shall be issued or satisfactory agreement for indemnification in the case of a lost certificate, promptly issue and delivered deliver at its principal office to such the holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, thereof a certificate or certificates for the number of shares the Common Shares to which the holder is entitled. No fractional Common Share shall be issued upon conversion of the Preferred Shares, and the number of Common Stock, as applicable, Shares to which be so issued to a holder of the converting Preferred Shares (after aggregating all fractional Common Shares that would be issued to such holder is entitled in connection with such ERPS Conversion Event; and (iiholder) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and nonrounded to the nearest whole share (with one-assessablehalf being rounded upward). The Corporation shall endeavor Any person entitled to take any action necessary to ensure that any receive Common Stock issued Shares issuable upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) automatic conversion of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 Shares shall be encumbered by, or subject to, any agreement, term or condition imposed by treated for all purposes as the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition record holder of such Common Stock; (ii) Shares on the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition date of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliveryconversion.

Automatic Conversion. (ai) Immediately upon the consummation of a Qualified IPO, each Each outstanding share of Exchangeable PIK Preferred Stock shall automatically be converted into shares of Common Stock, at the right PIK Conversion Price (as defined in paragraph (b) below), immediately on the same date that the closing occurs in respect of a firmly underwritten public offering pursuant to receive (such conversionan effective registration statement under the Securities Act of 1933, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) as amended, covering the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 offer and (ii) that number sale of shares of Common Stock (valued at for the initial Qualified IPO offering price account of the Corporation in which the gross cash proceeds to the publicCorporation (before underwriting discounts, commissions and fees) equal to are not less than $50,000,000 (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent"Qualifying IPO"). (bii) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of Upon the occurrence of an ERPS Conversion Event; provideda Qualifying IPO, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion each of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of outstanding shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable PIK Preferred Stock shall be converted automatically into shares of Common Stock without any further action by the holders thereof or by the Corporation of such shares and whether or not the certificates evidencing representing such Exchangeable Preferred Stock shares are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Eventagent; provided, that, provided that the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the shares of Common Stock issuable upon such ERPS Conversion Event conversion unless the certificates evidencing such Exchangeable shares of PIK Preferred Stock are either delivered to the Corporation or its transfer agentagent 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of loss incurred by it in connection with such certificate (a “Statement of Loss”). (d) certificates. Upon receipt of notice of the occurrence of an ERPS Conversion Eventsuch automatic conversion of the PIK Preferred Stock, the holders of Exchangeable PIK Preferred Stock shall promptly surrender the certificates evidencing representing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable PIK Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereofcertificates, a certificate or certificates for the number of shares of Common StockStock into which the shares of PIK Preferred Stock surrendered were convertible on the date on which such automatic conversion occurred. (iii) Notwithstanding anything to the contrary set forth herein, as applicable, a condition to the Corporation's obligation to issue to each holder of PIK Preferred a certificate or certificates for the number of shares of Common Stock to which such holder is entitled in connection with entitled, each such ERPS Conversion Event; and holder (iiby acceptance of any certificate for shares of PIK Preferred Stock) the cash consideration described in paragraph 8(a) agrees to enter into a written agreement not to effect any public sale or distribution of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held issuable to such holder, if and to the extent requested by the managing underwriter for the Qualifying IPO during the 14 days prior to, and during an “affiliate” (as defined in Rule 144 promulgated under up to 180-day period beginning on, the Securities Act) effective date of the Corporation). No share of Common Stock issuable or issued registration statement relating to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by Qualifying IPO without the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition written consent of such Common Stockmanaging underwriter; (ii) the ability to offer to sell, trade, distribute, pledge or dispose provided that each such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition holder has received written notice of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market registration at or least 5 business days prior to the time anticipated beginning of such deliverythe 14-day period referred to above.

Automatic Conversion. (a) Immediately upon Subject to the consummation of a Qualified IPO, each share of Exchangeable Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): limitations set forth in Paragraph C (i) an amount of cash equal to this Article IV and provided all Ordinary Shares issuable upon conversion of all outstanding shares of Series B Preferred Shares are then (Ii) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 authorized and reserved for issuance, (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions registered under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT") or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held for resale by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable such shares of Series B Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; Shares and (iii) eligible to be traded on either the ability Nasdaq, the New York Stock Exchange or the American Stock Exchange, each share of Series B Preferred Shares issued and outstanding on the second anniversary of the Preferred Issuance Date (the "AUTOMATIC CONVERSION DATE"), automatically shall be converted into shares of Ordinary Shares on such date in accordance with the conversion formulas set forth in Paragraph A of this Article IV (the "AUTOMATIC CONVERSION"). If the Automatic Conversion occurs, the Company and the holders of Series B Preferred Shares shall follow the applicable conversion procedures set forth in Paragraph B of this Article IV; PROVIDED, HOWEVER, that the holders of Series B Preferred Shares are not required to contract deliver a Notice of Conversion to sellthe Company or its transfer agent. If the Automatic Conversion does not occur, tradeeach holder of Series B Preferred Shares shall thereafter have the option, distributeexercisable in whole or in part at any time and from time to time by delivery of a Redemption Notice to the Company, pledge or dispose (including any short sale) such Common Stock; and/or (iv) to require the right to grant any option Company to purchase such Common Stock or enter into for cash, at an amount per share equal to the Redemption Amount, the holder's Series B Preferred Shares. If the Company fails to redeem any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting shares within five (5) business days after the generality of day on which the foregoingCompany receives such Redemption Notice (the "REDEMPTION DATE"), no then such holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior entitled to the time of such deliveryremedies provided in Article VIII.

Automatic Conversion. (ai) Immediately upon the consummation of a Qualified IPO, each Each share of Exchangeable Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued then effective Conversion Price upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date written election of holders of sixty-seven percent (67%) of the ERPS Preferred Stock then outstanding, voting as a single class (an “Automatic Conversion Event; Election”) or (ii) the amount closing of cash per share to be paid to each holder a public offering, underwritten by an investment banking firm approved by the holders of sixty-seven percent (67%) of the shares of Exchangeable Preferred Stock in connection with then outstanding, voting as a single class, pursuant to an effective registration statement under the ERPS Conversion Event; (iii) Securities Act of 1933, as amended, covering the number of shares offer and sale of Common Stock per share for the account of Exchangeable the Corporation to the public for a total offering of at least $20,000,000 (a “Qualifying Initial Public Offering”). In the event of a Qualifying Initial Public Offering, the person(s) entitled to receive the Common Stock issuable upon such conversion of the Preferred Stock shall not be deemed to be issued to each holder have converted their Preferred Stock until the closing of the Qualifying Initial Public Offering. Upon the effective date of an Automatic Conversion Election or the closing of the Qualifying Initial Public Offering, all shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation of such shares and whether or not the certificates evidencing representing such Exchangeable Preferred Stock shares are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Eventagent; provided, thathowever, that the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the shares of Common Stock issuable upon such ERPS Conversion Event conversion unless the certificates evidencing such Exchangeable shares of Preferred Stock being converted are either delivered to the Corporation or its transfer agent, or the holder of such shares notifies the Corporation or its any transfer agent that such certificates have been lost, stolen stolen, or destroyed and executes an agreement reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against loss incurred by it in connection therewith. Upon the Corporation on account automatic conversion of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion EventPreferred Stock, the holders of Exchangeable such Preferred Stock shall promptly surrender the certificates evidencing representing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any of its transfer agent for the Exchangeable Preferred Stockagent. Thereupon, (i) there shall be issued and delivered to such holder holder, promptly at such office and in its his name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereofcertificates, a certificate or certificates for the number of shares of Common Stock, as applicable, to Stock into which the shares of the Preferred Stock surrendered were convertible on the date on which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessableautomatic conversion occurred. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any No fractional shares of Common Stock that may shall be held 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 an the then effective Conversion Price. (ii) All of the outstanding shares of Series B1 Preferred Stock shall: (1) if the Qualifying Offering Date (as defined below) occurs prior to April 1, 2008, or any subsequent date mutually agreed upon by the Corporation and the affirmative vote of the shares representing a majority of the Series B1 Preferred then outstanding, (the “affiliate” Outside Date”), automatically be converted into the number (rounded to the nearest whole number) of shares of Offering Stock (as defined below) equal to the greater of (A) the quotient obtained by dividing the 5,250,000 by the Offering Price (as defined below) or (B) the number of shares of Offering Stock which are convertible into 2.00% of the Common Stock which would be outstanding on the Qualifying Offering Date if all outstanding and exercisable Options (as defined in Rule 144 promulgated under Section 3(e)(i)(1)) and all outstanding shares of Preferred Stock including the Securities Act) of the Corporation). No share of Common Offering Stock issuable or (including any shares to be issued to the holders of Exchangeable Series B1 Preferred as provided in this Section 3(c)(ii)) were converted into Common Stock in connection with on such date (the “Formula Diluted Shares”). As used herein: (aa) “Qualifying Offering” shall mean an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed offering by the Corporation, any underwriter or other agent Corporation of shares of capital stock of the Corporation restricting: (i) that results in not less than $30,000,000 in proceeds to the sale, tradability, distribution, pledge or other disposition of such Common StockCorporation; (iibb) the ability to offer to sell, trade, distribute, pledge or dispose such Common “Offering Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of ” means the shares of Common Stock that are issuable or capital stock of the Corporation issued in connection with an ERPS Conversion Event shall be subject a Qualifying Offering; (cc) “Offering Price” means the weighted average per share price (rounded to the nearest hundredth) paid by the purchasers of the Offering Stock in the Qualifying Offering (without giving effect to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Offering Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior issued to the time holders of such delivery.Series B1 Preferred as provided in this Section

Automatic Conversion. (a) Immediately upon the consummation All outstanding shares of a Qualified IPO, each share of Exchangeable Series A Preferred Stock shall be automatically be converted into fully paid and non-assessable shares of Common Stock, in the right to receive (such conversion, a “ERPS Conversion Event”): event of (i) an amount initial public offering of cash equal to (I) equity securities of the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and Corporation, (ii) that number a liquidation or dissolution and winding up of shares the Corporation, or (iii) the sale of Common Stock the Corporation pursuant to a stock sale, merger, consolidation, recapitalization, reorganization, restructuring, sale of all or substantially all of the assets of the Corporation or similar transaction or series of transactions (valued each of (i), (ii) and (iii) being a "Liquidity Transaction"), and provided the Corporation's value in such Liquidity Transaction is not less than $7,050,000. Such conversion shall be at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares rate of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a one share of Common Stock for each $5.00, subject to adjustment as provided in Section 6 (valued at the initial Qualified IPO offering price "Conversion Price") of an amount equal to the publicsum of (x) at the time Stated Value of the Series A Preferred duly surrendered for conversion and (y) any accrued and unpaid dividends thereon that the Corporation has elected to pay in Common Stock. Written notice of such ERPS Conversion Event multiplied automatic conversion shall be given by such fractional amount (rounded the Corporation to the nearest centholders of Series A Preferred at least 10 days prior to the closing of the Liquidity Transaction (the "Liquidity Transaction Closing"), unless the Corporation reasonably believes a holder of Series A Preferred has actual knowledge of such automatic conversion. (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure In order to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of receive certificates for shares of Common Stock per share of Exchangeable into which Series A Preferred Stock to be issued to each shall have been automatically converted, a holder of shares record of Exchangeable Series A Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing certificate(s) representing such shares (shares, endorsed in blank or a Statement of Loss accompanied by stock powers endorsed in lieu thereof) blank, in either case with signature guaranteed, at the principal office of the Corporation or any the Corporation's transfer agent for its Common Stock, or at such other office as the Exchangeable Corporation may designate, and shall give written notice to the Corporation, that sets forth the name or names in which the certificate or certificates for shares of Common Stock are to be issued; provided, however, that nothing in this Certificate of Designations shall be deemed to permit any holder of Series A Preferred Stockto designate another person to be the holder of Common Stock issuable upon conversion of the Series A Preferred if the issuance to such other person would violate Federal or state securities laws or any agreement a holder of Series A Preferred has with the Corporation regarding restrictions on transferability of any securities of the Corporation held by such holder. ThereuponWithin 10 business days after surrender of the certificate(s) representing the Series A Preferred and payment by the holder of any applicable transfer or similar taxes, the Corporation shall issue and deliver (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of full shares of Common StockStock issuable upon conversion, as applicablein the name or names and to the address or addresses specified in the Conversion Notice, subject to which any such holder is entitled in connection with such ERPS Conversion Event; restrictions on transferability, and (ii) a check in payment for any fractional shares pursuant to Section 10 and any accrued and unpaid dividends, if any, that the Corporation has elected to pay in cash consideration described in paragraph 8(a) of this pursuant to Section 5.42(b). (ec) Any Common Stock issued upon an ERPS Conversion Event The conversion of the Series A Preferred shall be validly issueddeemed to have been effected simultaneously with the consummation of the Liquidity Transaction Closing. Whereupon, fully paid each holder shall cease to be a stockholder with respect to the Series A Preferred and non-assessable. The Corporation all rights whatsoever with respect to such shares shall endeavor terminate (except the rights of the holder to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any receive shares of Common Stock that may be held by an “affiliate” (as defined and cash in Rule 144 promulgated under respect of fractional shares pursuant to Section 10 and to receive accrued and unpaid dividends pursuant to Section 2(b)), and the Securities Actperson or persons in whose name any certificate(s) of the Corporation). No share of for Common Stock are issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 upon such conversion shall be encumbered by, or subject to, any agreement, term or condition imposed by deemed to have become the Corporation, any underwriter or other agent holder of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder record of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliveryrepresented thereby.

Automatic Conversion. (ai) Immediately upon the consummation of a Qualified IPO, each Each share of Exchangeable Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to then effective Conversion Price upon (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing i)the written election of the occurrence of Preferred Majority (an ERPS “Automatic Conversion Event; provided, that, the Corporation’s failure to provide such noticeElection”), or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount closing of cash per share a public offering, underwritten by an investment banking firm approved by the Preferred Majority pursuant to be paid to each holder an effective registration statement under the Securities Act of shares of Exchangeable Preferred Stock in connection with 1933, as amended, covering the ERPS Conversion Event; (iii) the number of shares offer and sale of Common Stock per share for the account of Exchangeable the Corporation to the public for a total offering of at least $20,000,000 (a “Qualifying Initial Public Offering”). In the event of a Qualifying Initial Public Offering, the person(s) entitled to receive the Common Stock issuable upon such conversion of the Preferred Stock shall not be deemed to be issued to each holder have converted their Preferred Stock until the closing of the Qualifying Initial Public Offering. Upon the effective date of an Automatic Conversion Election or the closing of the Qualifying Initial Public Offering, all shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation of such shares and whether or not the certificates evidencing representing such Exchangeable Preferred Stock shares are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Eventagent; provided, thathowever, that the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the shares of Common Stock issuable upon such ERPS Conversion Event conversion unless the certificates evidencing such Exchangeable shares of Preferred Stock being converted are either delivered to the Corporation or its transfer agent, or the holder of such shares notifies the Corporation or its any transfer agent that such certificates have been lost, stolen stolen, or destroyed and executes an agreement reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against loss incurred by it in connection therewith. Upon the Corporation on account automatic conversion of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion EventPreferred Stock, the holders of Exchangeable such Preferred Stock shall promptly surrender the certificates evidencing representing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any of its transfer agent for the Exchangeable Preferred Stockagent. Thereupon, (i) there shall be issued and delivered to such holder holder, promptly at such office and in its his name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereofcertificates, a certificate or certificates for the number of shares of Common Stock, as applicable, to Stock into which the shares of the Preferred Stock surrendered were convertible on the date on which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessableautomatic conversion occurred. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any No fractional shares of Common Stock that may shall be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) issued upon conversion of the Corporation)Preferred Stock. No share In lieu of Common Stock issuable or issued any fractional shares to which the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 holder would otherwise be entitled, the Corporation shall be encumbered by, or subject to, any agreement, term or condition imposed pay cash equal to such fraction multiplied by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS then effective Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliveryPrice.

Automatic Conversion. (a) Immediately upon the consummation of a Qualified IPO, each share of Exchangeable Preferred Stock This Note shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at an “Automatic Conversion”) upon (x) the initial listing of Common Stock on a Qualified IPO Eligible Market and (y) in connection with, but not later than, the listing of the Common Stock on a Qualified Eligible Market, the consummation by the Company of a firm commitment underwritten public offering price of Common Stock and/or Common Stock Equivalents of the Company pursuant to an effective registration statement under the Securities Act, that results in gross proceeds to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15Company of not less than $5 million; provided, however no fractional shares of Common Stock that the Requisite Holders may waive the requirement set forth in this clause (y) (a “Qualified Public Offering”). The Automatic Conversion shall be issued upon an ERPS effected pursuant to Section 4 using a Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash Price that is equal to the fair market value lowest of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS then-effective applicable Conversion Event; Price, (ii) 80% of the amount arithmetic average of cash per share the VWAPs of the Common Stock during the three Trading Days immediately prior to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; Uplisting Date and (iii) the number issuance price of shares the Qualified Public Offering, if any (which, for the avoidance of Common Stock per share of Exchangeable Preferred Stock doubt, if more than one security is issued to an investor in connection therewith, will be deemed to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock “unit price”). This Note shall be converted automatically on the Uplisting Date, which date, for the avoidance of doubt, shall be deemed a Conversion Date for all purposes under this Note, without any further action by the holders thereof or by the Corporation Holder and whether or not the certificates evidencing such Exchangeable Preferred Stock are this Note is surrendered to the Corporation Company or its transfer agent upon the occurrence of an ERPS Conversion EventTransfer Agent; provided, that, the Corporation provided that no such conversion shall not be obligated to pay cash payable or issue certificates evidencing occur unless the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable Preferred Stock are delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates conversion of this Note have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions registered under the Securities Act or are exempt from the registration requirements of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) . Upon the occurrence of such Automatic Conversion of this Note, including, without limitation, the delivery of the Corporation). No share of Common Stock issuable or issued applicable Conversion Shares, this Note will be deemed converted in full on the Uplisting Date, and the Holder shall be deemed to have surrendered such Note to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliveryCompany.

Automatic Conversion. (ai) Immediately upon the consummation of a Qualified IPO, each Each share of Exchangeable Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued then effective Conversion Price upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date written election of holders of sixty-seven percent (67%) of the ERPS Preferred Stock then outstanding, voting as a single class (an “Automatic Conversion Event; Election”) or (ii) the amount closing of cash per share to be paid to each holder a public offering, underwritten by an investment banking firm approved by the holders of sixty-seven percent (67%) of the shares of Exchangeable Preferred Stock in connection with then outstanding, voting as a single class, pursuant to an effective registration statement under the ERPS Conversion Event; (iii) Securities Act of 1933, as amended, covering the number of shares offer and sale of Common Stock per share for the account of Exchangeable the Corporation to the public for a total offering of at least $20,000,000 (a “Qualifying Initial Public Offering”). In the event of a Qualifying Initial Public Offering, the person(s) entitled to receive the Common Stock issuable upon such conversion of the Preferred Stock shall not be deemed to be issued to each holder have converted their Preferred Stock until the closing of the Qualifying Initial Public Offering. Upon the effective date of an Automatic Conversion Election or the closing of the Qualifying Initial Public Offering, all shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation of such shares and whether or not the certificates evidencing representing such Exchangeable Preferred Stock shares are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Eventagent; provided, thathowever, that the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the shares of Common Stock issuable upon such ERPS Conversion Event conversion unless the certificates evidencing such Exchangeable shares of Preferred Stock being converted are either delivered to the Corporation or its transfer agent, or the holder of such shares notifies the Corporation or its any transfer agent that such certificates have been lost, stolen stolen, or destroyed and executes an agreement reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against loss incurred by it in connection therewith. Upon the Corporation on account automatic conversion of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion EventPreferred Stock, the holders of Exchangeable such Preferred Stock shall promptly surrender the certificates evidencing representing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any of its transfer agent for the Exchangeable Preferred Stockagent. Thereupon, (i) there shall be issued and delivered to such holder holder, promptly at such office and in its his name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereofcertificates, a certificate or certificates for the number of shares of Common Stock, as applicable, to Stock into which the shares of the Preferred Stock surrendered were convertible on the date on which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessableautomatic conversion occurred. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any No fractional shares of Common Stock that may shall be held 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 an the then effective Conversion Price. (ii) All of the outstanding shares of Series B1 Preferred Stock shall: (1) if the Qualifying Offering Date (as defined below) occurs prior to April 1, 2008, or any subsequent date mutually agreed upon by the Corporation and the affirmative vote of the shares representing a majority of the Series B1 Preferred then outstanding, (the “affiliate” Outside Date”), automatically be converted into the number (rounded to the nearest whole number) of shares of Offering Stock (as defined below) equal to the greater of (A) the quotient obtained by dividing the 5,250,000 by the Offering Price (as defined below) or (B) the number of shares of Offering Stock which are convertible into 2.00% of the Common Stock which would be outstanding on the Qualifying Offering Date if all outstanding and exercisable Options (as defined in Rule 144 promulgated under Section 3(e)(i)(ii)) and all outstanding shares of Preferred Stock including the Securities Act) of the Corporation). No share of Common Offering Stock issuable or (including any shares to be issued to the holders of Exchangeable Series B1 Preferred as provided in this Section 3(c)(ii)) were converted into Common Stock in connection with on such date (the “Formula Diluted Shares”). As used herein: (aa) “Qualifying Offering” shall mean an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed offering by the Corporation, any underwriter or other agent Corporation of shares of capital stock of the Corporation restricting: (i) that results in not less than $30,000,000 in proceeds to the sale, tradability, distribution, pledge or other disposition of such Common StockCorporation; (iibb) the ability to offer to sell, trade, distribute, pledge or dispose such Common “Offering Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of ” means the shares of Common Stock that are issuable or capital stock of the Corporation issued in connection with an ERPS Conversion Event shall be subject a Qualifying Offering; (cc) “Offering Price” means the weighted average per share price (rounded to the nearest hundredth) paid by the purchasers of the Offering Stock in the Qualifying Offering (without giving effect to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Offering Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior issued to the time holders of such delivery.Series B1 Preferred as provided in this Section

Automatic Conversion. (ai) Immediately Subject to the terms and conditions of this Section 7 (including without limitation the last sentence of this Section 7(b)(i)), from and after the Share Threshold Condition Date, the Corporation shall have the right, in accordance with the Conversion Notice delivered by the Corporation to all of the holders of Series C Preferred Stock, to convert all such shares of Series C Preferred Stock into such number of fully paid and nonassessable shares of Common Stock as is obtained by: (A) multiplying the number of shares of Series C Preferred Stock to be converted by the Series C Stated Value; and (B) dividing the result obtained pursuant to clause (A) above by the Series C Conversion Price then in effect; provided that the Corporation may exercise such right only by majority vote of the members of the Board not affiliated with the Series C Holder. The Corporation shall deliver written notice (the “Conversion Notice”) to the holders of Series C Preferred Stock at their addresses appearing on the books of the Corporation specifying the date of such automatic conversion (any such date, an “Automatic Conversion Date”), the applicable Series C Conversion Price and a calculation of the number of shares of Common Stock issuable upon such conversion. Notwithstanding anything in this Section 7(b)(i) to the consummation contrary, the Corporation shall not be entitled to convert shares of Series C Preferred Stock into the number of shares of Common Stock into which such shares of Series C Preferred Stock are then convertible until the Trigger Date. (ii) Subject to the terms and conditions of this Section 7 (including without limitation the last sentence of this Section 7(b)(ii)), on the date (or, to the extent applicable, the record date declared by the Board) (such date, the “Liquidity Event Conversion Date”) immediately prior to a Qualified IPOLiquidity Event Date, each share all shares of Exchangeable Series C Preferred Stock shall automatically be converted into such number of fully paid and nonassessable shares of Common Stock as is obtained by: (A) multiplying the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Series C Preferred Stock to be converted by the applicable Liquidity Event Value; and (valued at B) dividing the initial Qualified IPO offering price result obtained pursuant to clause (A) above by the Series C Conversion Price then in effect. Notwithstanding anything in this Section 7(b)(ii) to the public) equal to (I) contrary, the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Series C Preferred Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) automatically convert into the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of into which such shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Series C Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with then convertible until the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common StockTrigger Date. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such delivery.

Automatic Conversion. (ai) Immediately upon the consummation of a Qualified IPO, each Each share of Exchangeable Series A Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock Stock, based on the then-effective Series A Preferred Conversion Price, (valued A) at any time upon the initial Qualified IPO affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, or (B) immediately upon the closing of a firmly underwritten public offering price pursuant to an effective registration statement under the public) equal to (I) Securities Act of 1933, as amended, covering the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares offer and sale of Common Stock for the account of the Company in which (x) the per share price is at least $3.00 (as adjusted for stock splits, dividends, recapitalizations and the like) and (y) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $7,500,000. Upon such automatic conversion, any declared and unpaid dividends shall be issued upon an ERPS Conversion Event but, paid in lieu thereof, accordance with the holder shall be entitled to receive an amount provisions of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest centSection 4(d). (bii) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of Upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion either of the Exchangeable Preferred Stock occurring events specified in connection therewith. In addition to any information that is required by law, such notice shall state: (iSection 4(k)(i) the date of the ERPS Conversion Event; (ii) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Eventabove, the outstanding Exchangeable shares of Series A Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation of such shares and whether or not the certificates evidencing representing such Exchangeable Preferred Stock shares are surrendered to the Corporation Company or its transfer agent upon the occurrence of an ERPS Conversion Eventagent; provided, thathowever, that the Corporation Company shall not be obligated to pay cash payable or issue certificates evidencing the shares of Common Stock issuable upon such ERPS Conversion Event conversion unless the certificates evidencing such Exchangeable shares of Series A Preferred Stock are either delivered to the Corporation Company or its transfer agentagent as provided below, or the holder notifies the Corporation Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation solely Company to indemnify the Corporation Company from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of loss incurred by it in connection with such certificate (a “Statement of Loss”). (d) certificates. Upon receipt of notice of the occurrence of an ERPS Conversion Eventsuch automatic conversion of the Series A Preferred, the holders of Exchangeable Series A Preferred Stock shall promptly surrender the certificates evidencing representing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation Company or any transfer agent for the Exchangeable Preferred StockSeries A Preferred. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereofcertificates, a certificate or certificates for the number of shares of Common Stock, as applicable, to Stock into which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event Series A Preferred surrendered were convertible on the date on which such automatic conversion occurred, and any declared and unpaid dividends shall be subject to any lock-up agreement or market standoff agreement imposed by paid in accordance with the Corporation, any underwriter or other agent provisions of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliverySection 4(d).

Automatic Conversion. The Company may elect to automatically convert (a) Immediately upon the consummation of a Qualified IPO, each share of Exchangeable Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion EventAutomatic Conversion”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by Securities on or prior to maturity if the Daily Market Price of the Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the date of (IIthe “Notice Date”) the Discount Ratio; multiplied by notice of automatic conversion (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price “Automatic Conversion Notice”). In order to effect an Automatic Conversion, the Company shall give to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares holder of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure each Security to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewithso converted an Automatic Conversion Notice. In addition to any information that is required by law, such notice Such Automatic Conversion Notice shall state: : (i) the date of on which the ERPS Securities identified in the Automatic Conversion Event; Notice will be converted (the “Automatic Conversion Date”); (ii) the amount CUSIP number or numbers of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; such Securities; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock such Securities in certificated form are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder exchange of the shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that are issuable or issued on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Securities evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with an ERPS such Automatic Conversion Event the Depositary shall be subject to any lock-up agreement or market standoff agreement imposed arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the CorporationCompany or the Trustee or conversion agent, and payment of any underwriter or other agent transfer taxes if required pursuant hereunder. The Company or, at the request and expense of the Corporation with respect to such shares. The Corporation shall use its best efforts to list Company, the Common Stock required to be delivered Trustee, upon an ERPS Conversion Event on the Nasdaq Stock Market at or ten Business Days’ notice prior to the time date of the requested mailing (or upon such deliveryshorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trustee.

Automatic Conversion. (ai) Immediately upon the consummation All shares of a Qualified IPO, each share of Exchangeable Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS applicable Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) Price at the time of in effect for such ERPS Conversion Event multiplied by such fractional amount (rounded Preferred Stock, immediately prior to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall stateearlier of: (i) the date closing of the ERPS Conversion Event; (ii) the amount Corporation’s initial underwritten public offering of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iii) the number of shares of its Common Stock per share of Exchangeable Preferred Stock pursuant to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions effective registration statement under the United States Securities Act of 1933, as amended (the “Securities Act”), or equivalent law of another jurisdiction (an “IPO”) yielding at least US $30 million net to the Corporation (a “Qualified IPO”); or (ii) the written election of the holders of the majority in interest of the Corporation’s issued and outstanding Senior Preferred Stock, provided that with respect to the conversion of Series G Preferred, as long as any applicable state securities or blue sky laws (in each case other than any originally issued shares of Common Stock that may be held by an “affiliate” Series G Preferred remains outstanding the written consent of the holders of at least fifty-one percent (as defined in Rule 144 promulgated under the Securities Act51 %) of the Corporation). No share outstanding shares of Common Stock issuable or Series G Preferred (the “Series G Investor Majority”) shall also be required, and provided further that with respect to the conversion of the Series F Preferred, as long as any of the originally issued to shares of Series F Preferred remain outstanding the written consent of the holders of Exchangeable at least fifty-one percent (51%) of the outstanding shares of Series F Preferred Stock (the “Series F Investor Majority”) shall also be required, and provided further that with respect to the conversion of the Series D Preferred, as long as any of the originally issued shares of Series D Preferred remain outstanding the written consent of the holders of at least sixty percent (60%) of the outstanding shares of Series D Preferred (the “Series D Investor Majority”) shall also be required. (ii) Notwithstanding the foregoing and without amending or derogating in connection any way from the definition of the term “Qualified IPO”, with an ERPS respect to the conversion of the Series G Preferred, Series F Preferred and Series D Preferred upon a Qualified IPO (and with respect to the Series G Preferred, upon any IPO), the following provisions shall apply: (w) the Conversion Event under this paragraph 8 Price of the Series G Preferred shall be encumbered by, or subject to, any agreement, term or condition imposed determined as follows: (A) if the price of the shares sold by the Corporationunderwriters to the public before deducting underwriting discounts and related offering costs for such Qualified IPO (the “IPO Price”) is equal to or greater than $8.8243 (as adjusted for any stock splits, recapitalizations, stock dividends or the like including without limitation any underwriter adjustment pursuant to this subsection (ii)), the Conversion Price then in effect for the Series G Preferred shall not be affected thereby, and (B) if the IPO price is less than $8.8243 per share (as adjusted for any stock splits, recapitalizations, stock dividends or other agent the like including without limitation any adjustment pursuant to this subsection (ii)), the Conversion Price then in effect for the Series G Preferred shall be reduced to the IPO Price concurrently with the closing of the Corporation restrictingIPO; (x) the Conversion Price of the Series F Preferred shall be determined as follows: (A) if the IPO Price is at least two (2.0) times the Series F Original Issue Price, the Conversion Price then in effect for the Series F Preferred shall not be affected thereby; and (B) if the IPO Price is less than two (2.0) times the Series F Original Issue Price, the Conversion Price shall be the lower of (i) the saleConversion Price then in effect for the Series F Preferred, tradability, distribution, pledge or other disposition of such Common Stock; and (ii) the ability to offer to sellSeries F Original Issue Price multiplied by a fraction, tradethe denominator of which is the Series F Preference and the numerator of which is the IPO Price; and (y) the Conversion Price of the Series D Preferred shall be determined as follows: (A) if the IPO Price is at least one and one-half (1.5) times the Series D Original Issue Price, distribute, pledge or dispose such Common Stockthe Conversion Price then in effect for the Series D Preferred shall not be affected thereby; (iiiB) if the IPO Price is less than one and one-half (1.5) times the Series D Original Issue Price and the original Conversion Price has not otherwise been subject to adjustment, the Conversion Price shall be two-thirds (2/3) of the original Conversion Price; and (C) if the IPO Price is less than one and one-half (1.5) times the Series D Original Issue Price and the original Conversion Price has otherwise been subject to adjustment, the Conversion Price shall be the lower of (i) the ability to contract to sellConversion Price then in effect for the Series D Preferred, trade, distribute, pledge or dispose and (including any short saleii) such Common Stock; and/or two-thirds (iv2/3) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoingoriginal Conversion Price. For the removal of doubt, no holder to the extent that Conversion Price for any of the shares Series G Preferred, Series F Preferred or Series D Preferred is adjusted pursuant to sub-sections (w)(B), (x)(B), (y)(B) or (y)(C) above respectively, then any such adjustment to the Conversion Price of Common Stock that are issuable the Series G Preferred, Series F Preferred or issued in connection with an ERPS Conversion Event Series D Preferred shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent iterative (i.e. a circular calculation shall be employed) so that each of the Corporation with respect Series G Preferred, Series F Preferred and Series D Preferred shall following all such adjustments receive its full entitlement pursuant to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at sub-sections (w)(B), (x)(B), (y)(B) or prior to the time of such delivery(y)(C) above.

Automatic Conversion. The Company may elect to automatically convert (a) Immediately upon the consummation of a Qualified IPO, each share of Exchangeable Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion EventAutomatic Conversion”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by Securities on or prior to maturity if the Daily Market Price of the Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the date of (IIthe “Notice Date”) the Discount Ratio; multiplied by notice of automatic conversion (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price “Automatic Conversion Notice”). In order to effect an Automatic Conversion, the Company shall give to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares holder of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure each Security to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewithso converted an Automatic Conversion Notice. In addition to any information that is required by law, such notice Such Automatic Conversion Notice shall state: : (i) the date of on which the ERPS Securities identified in the Automatic Conversion Event; Notice will be converted (the “Automatic Conversion Date”); (ii) the amount CUSIP number or numbers of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; such Securities; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock such Securities in certificated form are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder exchange of the shares of Common Stock to be issued upon conversion thereof; and (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that are issuable or issued on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Securities evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary’s book-entry conversion program, and in connection with an ERPS such Automatic Conversion Event the Depositary shall be subject to any lock-up agreement or market standoff agreement imposed arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the CorporationCompany or the Trustee or conversion agent, and payment of any underwriter or other agent transfer taxes if required pursuant hereunder. The Company or, at the request and expense of the Corporation with respect to such shares. The Corporation shall use its best efforts to list Company, the Common Stock required to be delivered Trustee, upon an ERPS Conversion Event on the Nasdaq Stock Market at or ten Business Days’ notice prior to the time date of the requested mailing (or upon such deliveryshorter notice period as may be reasonably acceptable to the Trustee) shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trustee.

Automatic Conversion. The Company may elect to automatically convert (a) Immediately upon the consummation of a Qualified IPO, each share of Exchangeable Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I"Automatic Conversion") the ERPS Liquidation Value; multiplied by Securities on or prior to maturity if the Daily Market Price of the Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the date of (IIthe "Notice Date") the Discount Ratio; multiplied by notice of automatic conversion (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price "Automatic Conversion Notice"). In order to effect an Automatic Conversion, the Company shall give to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares holder of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure each Security to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewithso converted an Automatic Conversion Notice. In addition to any information that is required by law, such notice Such Automatic Conversion Notice shall state: : (i) the date of on which the ERPS Securities identified in the Automatic Conversion Event; Notice will be converted (the "Automatic Conversion Date"); (ii) the amount CUSIP number or numbers of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; such Securities; (iii) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock such Securities in certificated form are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion Event, the holders of Exchangeable Preferred Stock shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder exchange of the shares of Common Stock to be issued upon conversion thereof; (iv) the lowest Daily Market Price of the Common Stock for at least 20 Trading Days out of the 30 consecutive Trading Days ending within five Trading Days prior to the giving of the Automatic Conversion Notice; and (v) the Conversion Price at which such Automatic Conversion is to be effected. If the Company elects to effect an Automatic Conversion Notice in respect of fewer than all the Securities, the Automatic Conversion Notice relating to such Automatic Conversion shall reference this Section 5.15 and shall identify the Securities to be converted. In case any Security is to be converted in part only, the Automatic Conversion Notice relating thereto shall state the portion of the principal amount thereof to be converted and shall state that are issuable or issued on and after the date fixed for conversion, upon surrender of such Security, a new Securities in principal amount equal to the portion thereof not converted will be issued. In the case where the Company elects to effect an Automatic Conversion in respect of any portion of the Security evidenced by the Global Security, the beneficial interests in the Global Security to be subject to such Automatic Conversion shall be selected by the Depositary in accordance with the applicable standing procedures of the Depositary's book-entry conversion program, and in connection with an ERPS such Automatic Conversion Event the Depositary shall be subject to any lock-up agreement or market standoff agreement imposed arrange in accordance with such procedures for appropriate endorsements and transfer documents, if required by the CorporationCompany or the Trustee or conversion agent, and payment of any underwriter or other agent transfer taxes if required hereunder. The Company or, at the request and expense of the Corporation with respect to such shares. The Corporation shall use its best efforts to list Company, the Common Stock required to be delivered Trustee upon an ERPS Conversion Event on the Nasdaq Stock Market at or ten Business Days' notice prior to the time date of the requested mailing (or upon such deliveryshorter notice period as may be reasonably acceptable to the Trustee), shall give to each holder of Securities to be converted in an Automatic Conversion, at its last address as the same shall appear on the Registrar, an Automatic Conversion Notice in respect thereof. The date of Automatic Conversion of the Securities shall be not less than 7 days nor more than 15 days from the Notice Date. Such Automatic Conversion Notice shall be irrevocable and shall be mailed by first class mail and, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the holder receives it. In any case, failure to give such notice or any defect in the notice to the holder of any Security designated for Automatic Conversion in whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any such Security. The Company shall also deliver a copy of each Automatic Conversion Notice given by it to the Trustee.

Automatic Conversion. (a) Immediately upon Subject to Section 9.15, if at any time on or prior to Stated Maturity, the consummation Closing Price of a Qualified IPOthe Common Stock has exceeded two hundred percent (200%) of the Conversion Price then in effect for at least thirty (30) consecutive Trading Days, each share of Exchangeable Preferred Stock all Securities then Outstanding shall automatically convert as provided herein (an “Automatic Conversion”); provided, however, that such Automatic Conversion shall be subject to Section 9.02 and Section 9.15 hereof. Such Securities shall be converted into as soon as practicable, but in no event later than the right to receive third Business Day following the Trading Day upon which this Automatic Conversion requirement is triggered (the date of such conversion, a the “ERPS Automatic Conversion EventDate”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shares of Common Stock that the Holders shall promptly notify receive upon Automatic Conversion shall include any shares of Common Stock required to be delivered in respect of a Make-Whole Premium in accordance with Section 9.05 hereof. (c) At the holders of Exchangeable Preferred Stock in writing request and expense of the occurrence Company, the Company shall mail or cause to be mailed to each Holder notice (the “Automatic Conversion Notice”) of an ERPS Automatic Conversion Event; provided, that, as soon as practicable and no later than the Corporation’s failure to provide first Business Day following Automatic Conversion. If the Company gives such notice, it shall also deliver a copy of such Automatic Conversion Notice to the Trustee. Such mailing shall be by first class mail. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or its not the holder receives such notice. In any case, failure to be received, give such notice by mail or any defect in the notice to the holder of any Security shall not alter or affect the automatic conversion validity of the Exchangeable Preferred Stock occurring in connection therewith. In addition to proceedings for the Automatic Conversion of any information that is required by law, such notice other Security. (d) Each Automatic Conversion Notice shall state: : (i1) the date aggregate principal amount of Securities to be automatically converted, (2) the CUSIP, ISIN or similar number or numbers of the ERPS Conversion Event; Securities being automatically converted, (ii3) the amount of cash per share Automatic Conversion Date, (4) that on and after said date Interest thereon will cease to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; accrue, (iii5) the number of shares of Common Stock per share of Exchangeable Preferred Stock Stock, if any, to be issued to each holder delivered in respect of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; a Make-Whole Premium pursuant Section 9.05 hereof, (iv6) the place or places where the certificates representing shares of Exchangeable Preferred Stock Securities are to be surrendered for conversion, and (or a Statement of Loss as defined 7) the Conversion Price then in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stockeffect. (ce) Upon Prior to or contemporaneous with the mailing of an ERPS Automatic Conversion EventNotice to the Holders, the outstanding Exchangeable Preferred Stock Company shall be converted automatically without any further action by issue a press release containing the holders thereof or by information contained in the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Automatic Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”)Notice. (df) Upon receipt of notice of In the occurrence event of an ERPS Conversion EventAutomatic Conversion, the holders of Exchangeable Preferred Stock Company shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued issue and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, deliver a certificate or certificates for the number of shares of Common Stock, as applicable, to which such holder is entitled in connection with such ERPS Conversion Event; Shares and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS in respect of a Make-Whole Premium for delivery to the Holders as promptly after the Automatic Conversion Event Date as practicable in accordance with the provisions of this Article 9, but in no event later than the close of business on the Nasdaq third next succeeding Business Day following such Automatic Conversion Date. (g) All Securities subject to an Automatic Conversion shall be delivered to the Trustee or its agent to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9 of the Original Indenture. (h) Upon Automatic Conversion, Interest on the Securities shall cease to accrue and shall cease to be entitled to any benefit or security hereunder, and the holders thereof shall have no right in respect of such Securities except the right to receive the Common Stock Market and cash, if any, to which they are entitled pursuant to this Section 9.14. (i) If any of the provisions of this Section 9.14 are inconsistent with applicable law at or prior to the time of such deliveryAutomatic Conversion, such law shall govern.

Automatic Conversion. (a) Immediately upon If at any time after February 9, 2010 and on or prior to Maturity, the consummation Closing Price of a Qualified IPOthe Common Stock is equal to or greater than U.S.$1.70 per share for at least twenty (20) Trading Days in any thirty (30) consecutive Trading Day period, each share ending within five (5) Trading Days prior to the date of Exchangeable Preferred Stock the Automatic Conversion Notice (as defined below) the Securities shall automatically be converted into the right to receive convert as provided herein (such conversion, a an “ERPS Conversion EventAutomatic Conversion”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15); provided, however no fractional shares of Common Stock however, that such Automatic Conversion shall be issued upon an ERPS Conversion Event but, in lieu thereofsubject to Section 9.02 hereof. In the event less than all of the Outstanding Securities can be automatically converted due to the beneficial ownership limitations of a Holder under Section 9.02, the holder maximum amount of Outstanding Securities as to such Holder shall be entitled to receive an amount of cash equal so converted pursuant to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent)Automatic Conversion. (b) The Corporation shall promptly notify At the holders of Exchangeable Preferred Stock in writing request and expense of the occurrence Company, the Trustee shall mail or cause to be mailed to each Holder of Outstanding Securities a notice (the “Automatic Conversion Notice”), such notice to be prepared by the Company, of an ERPS Automatic Conversion Event; provided, that, not more than thirty (30) days but not less than twenty (20) days prior to the Corporation’s failure to provide date on which the Securities will be Automatically Converted (the “Automatic Conversion Date”). If the Company gives such notice, it shall also deliver a copy of such Automatic Conversion Notice to the Trustee. Such mailing shall be by first class mail. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or its not the holder receives such notice. In any case, failure to be received, give such notice by mail or any defect in the notice to the Holder of any Security shall not alter or affect the automatic conversion validity of the Exchangeable Preferred Stock occurring in connection therewith. In addition to proceedings for the Automatic Conversion of any information that is required by law, such notice other Security. (c) Each Automatic Conversion Notice shall state: : (i1) the date aggregate principal amount of Securities to be automatically converted, (2) the CUSIP, ISIN or similar number or numbers of the ERPS Conversion Event; Securities being automatically converted, if applicable, (ii3) the amount of cash per share to be paid to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Automatic Conversion Event; Date, (iii4) the number of shares of Common Stock per share of Exchangeable Preferred Stock to be issued to each holder of shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; Make-Whole Payment, (iv5) the place or places where the certificates representing shares of Exchangeable Preferred Stock Securities are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock.conversion, and (c6) Upon an ERPS the Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation and whether or not the certificates evidencing such Exchangeable Preferred Stock are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Event; provided, that, the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the Common Stock issuable upon such ERPS Conversion Event unless the certificates evidencing such Exchangeable 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 reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”)Rate then in effect. (d) Upon receipt of notice of Prior to or contemporaneous with the occurrence mailing of an ERPS Automatic Conversion EventNotice to the Holders, the holders Company shall issue a press release containing the information contained in the Automatic Conversion Notice. (e) In the event of Exchangeable Preferred Stock an Automatic Conversion, the Company shall promptly surrender the certificates evidencing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be issued issue and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereof, deliver a certificate or certificates for the number of shares of Common StockConversion Shares as promptly after the Automatic Conversion Date, as applicablepracticable in accordance with the provisions of this Article 9, but in no event later than the close of business on the fifth next succeeding Business Day following such Automatic Conversion Date. (f) All Securities subject to an Automatic Conversion shall be delivered to the Trustee or the Conversion Agent to be cancelled by or at the direction of the Trustee, which shall dispose of the same in accordance with Section 2.13. (g) If less than all the Securities are to be Automatically Converted, the particular Securities to be converted shall be selected by the Trustee at least five (5) New York Business Days prior to the date that the Automatic Conversion Notice is given from the Outstanding Securities by lot or such method as the Trustee may deem fair and appropriate. (h) Upon Automatic Conversion, interest on the Securities shall cease to accrue and, except as provided in Section 5.06, to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the Common Stock and cash, if any, to which such holder is they are entitled in connection with such ERPS Conversion Event; and pursuant to this Section 9.13. (iii) If any of the cash consideration described in paragraph 8(a) provisions of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessable. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event 9.13 are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any inconsistent with applicable state securities or blue sky laws (in each case other than any shares of Common Stock that may be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) of the Corporation). No share of Common Stock issuable or issued to the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 shall be encumbered by, or subject to, any agreement, term or condition imposed by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market law at or prior to the time of such deliveryAutomatic Conversion, such law shall govern. (j) Notwithstanding anything to the contrary, in the event that the Company shall effect Automatic Conversion pursuant to this Section 9.13, the Company shall procure any required stockholder approvals.

Automatic Conversion. (a) Immediately upon the consummation of a Qualified IPO, each Each share of Exchangeable Preferred Stock shall automatically be converted into the right to receive (such conversion, a “ERPS Conversion Event”): (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.85 and (ii) that number of shares of Common Stock (valued at the initial Qualified IPO offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) the Discount Ratio; multiplied by (III) 0.15; provided, however no fractional shares of Common Stock shall be issued then effective Conversion Price upon an ERPS Conversion Event but, in lieu thereof, the holder shall be entitled to receive an amount of cash equal to the fair market value of a share of Common Stock (valued at the initial Qualified IPO offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). (b) The Corporation shall promptly notify the holders of Exchangeable Preferred Stock in writing of the occurrence of an ERPS Conversion Event; provided, that, the Corporation’s failure to provide such notice, or its failure to be received, shall not alter or affect the automatic conversion of the Exchangeable Preferred Stock occurring in connection therewith. In addition to any information that is required by law, such notice shall state: (i) the date written election of holders of at least seventy-five percent (75%) of the ERPS Preferred Stock then outstanding, voting as a single class (an “Automatic Conversion Event; Election”) or (ii) the amount closing of cash per share to be paid to each holder a public offering, underwritten by an investment banking firm approved by the holders of seventy-five percent (75%) of the shares of Exchangeable Preferred Stock in connection with then outstanding, voting as a single class, pursuant to an effective registration statement under the ERPS Conversion Event; (iii) Securities Act of 1933, as amended, covering the number of shares offer and sale of Common Stock per share for the account of Exchangeable the Corporation to the public for a total offering of at least $20,000,000 (a “Qualifying Initial Public Offering”). In the event of a Qualifying Initial Public Offering, the person(s) entitled to receive the Common Stock issuable upon such conversion of the Preferred Stock shall not be deemed to be issued to each holder have converted their Preferred Stock until the closing of the Qualifying Initial Public Offering. Upon the effective date of an Automatic Conversion Election or the closing of the Qualifying Initial Public Offering, all shares of Exchangeable Preferred Stock in connection with the ERPS Conversion Event; (iv) the place or places where the certificates representing shares of Exchangeable Preferred Stock are to be surrendered (or a Statement of Loss as defined in paragraph 8(c) of this Section 5.4 in lieu thereof) in connection with the ERPS Conversion Event; and (v) that payment of the foregoing cash sum (including any payment for fractional shares) and issuance of Common Stock will be made upon presentation and surrender of certificates representing shares of the Exchangeable Preferred Stock (or a Statement of Loss in lieu thereof) without any other obligation or deliverable required of any holder of shares of Exchangeable Preferred Stock in order to receive such cash and Common Stock. (c) Upon an ERPS Conversion Event, the outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the holders thereof or by the Corporation of such shares and whether or not the certificates evidencing representing such Exchangeable Preferred Stock shares are surrendered to the Corporation or its transfer agent upon the occurrence of an ERPS Conversion Eventagent; provided, thathowever, that the Corporation shall not be obligated to pay cash payable or issue certificates evidencing the shares of Common Stock issuable upon such ERPS Conversion Event conversion unless the certificates evidencing such Exchangeable shares of Preferred Stock being converted are either delivered to the Corporation or its transfer agent, or the holder of such shares notifies the Corporation or its any transfer agent that such certificates have been lost, stolen stolen, or destroyed and executes an agreement reasonably satisfactory to the Corporation solely to indemnify the Corporation from any claim that may be made against loss incurred by it in connection therewith. Upon the Corporation on account automatic conversion of the alleged loss, theft or destruction of such certificate (a “Statement of Loss”). (d) Upon receipt of notice of the occurrence of an ERPS Conversion EventPreferred Stock, the holders of Exchangeable such Preferred Stock shall promptly surrender the certificates evidencing representing such shares (or a Statement of Loss in lieu thereof) at the office of the Corporation or any of its transfer agent for the Exchangeable Preferred Stockagent. Thereupon, (i) there shall be issued and delivered to such holder holder, promptly at such office and in its his name as shown on such surrendered certificate or certificates or on the Statement of Loss in lieu thereofcertificates, a certificate or certificates for the number of shares of Common Stock, as applicable, to Stock into which the shares of the Preferred Stock surrendered were convertible on the date on which such holder is entitled in connection with such ERPS Conversion Event; and (ii) the cash consideration described in paragraph 8(a) of this Section 5.4. (e) Any Common Stock issued upon an ERPS Conversion Event shall be validly issued, fully paid and non-assessableautomatic conversion occurred. The Corporation shall endeavor to take any action necessary to ensure that any Common Stock issued upon an ERPS Conversion Event are freely transferable and not subject to any resale restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or blue sky laws (in each case other than any No fractional shares of Common Stock that may shall be held by an “affiliate” (as defined in Rule 144 promulgated under the Securities Act) issued upon conversion of the Corporation)Preferred Stock. No share In lieu of Common Stock issuable or issued any fractional shares to which the holders of Exchangeable Preferred Stock in connection with an ERPS Conversion Event under this paragraph 8 holder would otherwise be entitled, the Corporation shall be encumbered by, or subject to, any agreement, term or condition imposed pay cash equal to such fraction multiplied by the Corporation, any underwriter or other agent of the Corporation restricting: (i) the sale, tradability, distribution, pledge or other disposition of such Common Stock; (ii) the ability to offer to sell, trade, distribute, pledge or dispose such Common Stock; (iii) the ability to contract to sell, trade, distribute, pledge or dispose (including any short sale) such Common Stock; and/or (iv) the right to grant any option to purchase such Common Stock or enter into any hedging or similar transaction with the same economic effect as a sale, trade, distribution, pledge or disposition of such Common Stock. Without limiting the generality of the foregoing, no holder of the shares of Common Stock that are issuable or issued in connection with an ERPS then effective Conversion Event shall be subject to any lock-up agreement or market standoff agreement imposed by the Corporation, any underwriter or other agent of the Corporation with respect to such shares. The Corporation shall use its best efforts to list the Common Stock required to be delivered upon an ERPS Conversion Event on the Nasdaq Stock Market at or prior to the time of such deliveryPrice.