Common use of Automatic Conversion Clause in Contracts

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) In the event of a next 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”), the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). 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 conversion. As a condition precedent to the 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) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 conversion.

Automatic Conversion. Subject to Section 5 below and(a) Immediately upon the consummation of a Qualified IPO, at the Company’s election and request, Holder’s reaffirmation each share 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) 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 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 follows: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. (ac) In Upon an ERPS Conversion Event, the event of a next equity financing outstanding Exchangeable Preferred Stock shall be converted automatically without any further action by the Company in one transaction holders thereof or series of related transactions which raises an aggregate amount of at least One Million Five Hundred Thousand Dollars ($1,500,000) (by the “Next Equity Financing”), the principal amount on this Note shall automatically be converted (regardless of Corporation and whether or not the Note is certificates evidencing such Exchangeable Preferred Stock are surrendered to Payor) into the equity securities issued in Corporation or its transfer agent upon the Payor’s Next Equity Financing 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 (the a “Next Equity Financing StockStatement of Loss”). Any accrued interest outstanding . (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 time office of the conversion Corporation or any transfer agent for the Exchangeable Preferred Stock. Thereupon, (i) there shall be paid issued and delivered to such holder promptly at such office and in cash by its name as shown on such surrendered certificate or certificates or on the Company. This Note shall convert into 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 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 conversion. As a condition precedent to the 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 Stockdelivery. (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 conversion.

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 (i) Each of the Convertible Note Purchase Agreementissued and outstanding shares of Series A Preferred Stock shall be automatically converted into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Series A Issue Price (as defined below), plus (to the principal extent the Company and such holder jointly elect to include the amount of this Note (and all interest accrued on this Note at Accrued Dividends in the option of the Payorconversion) shall be converted into the number of shares of common stock as follows: (a) In the event of a next equity financing Accrued Dividends, by the Company Conversion Price (as defined below) 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”), the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding effect at the time of conversion, upon (A) the conversion shall be paid in cash by closing of the Company. This Note shall convert into the number sale of shares of Common Stock, at a price per share to the time public (before deducting any commissions or other expenses) of at least two times the Original Series A Issue Price (as defined below) (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), in a firm commitment underwritten public offering pursuant to an effective registration statement on Form S-1 (or any such successor form) under the Securities Act of 1933, as amended (the “Act”), underwritten by a nationally recognized and reputable investment bank, resulting in an aggregate proceeds to the Company of at least $40,000,000 (a “QPO”), or (B) the date specified in a written contract or agreement of the “Next Equity Financing” equals Preferred Supermajority, or (C) if the shares of Common Stock have a closing price on NASDAQ or any national securities exchange in excess of $24.75 per share for ninety (90) consecutive trading days with an average daily trading volume on such trading days of at least US $8,000,000. (ii) All holders of record of shares of Series A Preferred Stock then outstanding will be given at least 10 days’ prior written notice of the date fixed and the place designated for automatic conversion of all such shares of Series A Preferred Stock pursuant to ___,000 shares this Section 5(a). Such notice will be sent by first class or registered mail, postage prepaid, to each record holder of Series A Preferred Stock at such holder’s address last shown on the records of the transfer agent for the Series A Preferred Stock (or the records 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 conversion. As a condition precedent to the issuance of the Next Equity Financing Stock to Holder upon such conversion, Holder shall execute and deliver such agreements, instruments and other documents if it serves as are executed and delivered by the other investors in connection with their purchase of the Next Equity Financing Stockits own transfer agent). (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 conversion.

Automatic Conversion. Subject to Section 5 below and, at the Company’s election and request, Holder’s reaffirmation Each share 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) In the event of a next 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”), the principal amount on this Note Series B Preferred Stock -------------------- shall automatically be converted into shares of Common Stock at the applicable Series B conversion Price then in effect upon: (regardless i) the closing of whether a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, an amended, 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 $4.50 (an adjusted pursuant to Subsection 2 (e) (vi) hereof to reflect any stock dividends, distributions, combinations, reclassifications or other like transactions effected by the Corporation in respect of its Common Stock) and with gross proceeds to the Corporation of not the Note is surrendered to Payor) into the equity securities issued less than $10,000,000 (in the Payor’s Next Equity Financing (event of which offering, the “Next Equity Financing Stock”). Any accrued interest outstanding at person(s) entitled to receive the time Common Stock issuable upon such conversion of the conversion Series B Preferred Stock shall not be paid in cash by deemed to have converted that Series B Preferred Stock until the Company. This Note shall convert into closing of such offering); or (ii) the number of shares at the time written election of the “Next Equity Financing” equals to ___,000 holders of not less than eighty-five percent (85%) of the then outstanding shares of the Company’s Common Series B Preferred Stock at an exercise price of $0.60 per share (the “Exercise Price”) This Note shall be deemed automatically cancelled immediately upon to require such mandatory conversion. As a condition precedent to the issuance Each share of the Next Equity Financing Series A Preferred 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) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted into shares of Common Stock at the applicable Series A Conversion Price then in effect upon: (regardless i) the closing of whether a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, 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 $2.50 (as adjusted pursuant to Subsection 2 (e) (vi) , hereof to reflect any stock dividends, distributions, combinations, reclassifications or other like transactions effected by the Corporation in respect of its Common Stock) and with gross proceeds to the Corporation of not lose than $10,000,000 (in the Note is surrendered event of which offering, the person(s) entitled to Payorreceive the Common Stock issuable upon such conversion of the Series A Preferred Stock shall not be deemed to have converted that Series A Preferred Stock until the closing of such offering); or (ii) into the number written election of shares the holders of not less than eighty percent (80%) of the “Company’s Sale Stock”) equals to ____,000 then outstanding shares of the Company’s Common Series A Preferred Stock at an exercise price of $0.60 per share (the “Exercise Price”). This Note shall be deemed automatically cancelled immediately upon to require such mandatory conversion.

Automatic Conversion. Subject (1) After the Filing Date, each of Series C Preferred Stock shall automatically be converted into fully paid and nonassessable shares of Common Stock, upon the earliest to occur of: (i) immediately prior to the closing of a public or private offer and sale of Common Stock for the account of the Company in which the aggregate offering price (before deduction of underwriters’ discounts and commissions, if any) equals or exceeds $5,000,000 and the offering price per share of which equals or exceeds five (5) times the Original Issue Price of the Series C Preferred Stock per share (before deduction of underwriters’ discounts and commissions, if any (such price per share of Common Stock to be appropriately adjusted to reflect Common Stock Events (as defined in Section 5 below and, at 5(e)); and (ii) the Company’s election and request, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 receipt of the Convertible Note Purchase Agreementwritten consent of the holders of not less than a majority of the then outstanding shares of Series C Preferred Stock to the conversion of all then outstanding Series C Preferred Stock under this Section 5. (2) Upon the occurrence of any event specified in Section 5(b)(1) above, the principal amount outstanding shares of this Note (and all interest accrued on this Note at the option of the Payor) Series C Preferred Stock shall be converted into Common Stock automatically without the need for any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series C Preferred Stock are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series C Preferred Stock, the holders of Series C Preferred Stock shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series C Preferred Stock or Common Stock. Thereupon, 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, a certificate or certificates for the number of shares of common stock as follows: (a) In Common Stock into which the event of a next 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”), the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). 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 Series C Preferred Stock surrendered were convertible on 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 date on which such conversion. As a condition precedent to the 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 Stockautomatic conversion occurred. (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 conversion.

Automatic Conversion. Subject (i) Each share of Series Preferred shall automatically be converted into shares of Common Stock, based on the applicable then-effective Series Preferred Conversion Price, (A) at any time upon the affirmative election of the holders of at least 66 2/3% of the outstanding shares of the Series A Preferred, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to Section 5 below andan effective registration statement under the Securities Act covering the offer and sale of Common Stock for the account of the Company in which (I) the valuation of the Company immediately prior to such firmly underwritten public offering is at least $200,000,000, (H) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $30,000,000 and (III) the Company’s election shares have been listed for trading on the New York Stock Exchange, NASDAQ Global Select Market or NASDAQ Global Market. Upon such automatic conversion, any declared and request, Holder’s reaffirmation unpaid dividends shall be paid in accordance with the provisions of Holder’s representations and warranties under Section 3 4(d). (ii) Upon the occurrence of either of the Convertible Note Purchase Agreementevents specified in Section 4(k)(i) above, the principal amount outstanding shares of this Note (and all interest accrued on this Note at the option of the Payor) Series Preferred shall be converted into automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series Preferred, the holders of Series Preferred shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series Preferred. Thereupon, 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, a certificate or certificates for the number of shares of common stock as follows: (a) In Common Stock into which such shares of Series Preferred surrendered were convertible on the event of a next equity financing by the Company in one transaction or series of related transactions date on which raises an aggregate amount of at least One Million Five Hundred Thousand Dollars ($1,500,000) (the “Next Equity Financing”)such automatic conversion occurred, the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding at the time of the conversion and any declared and unpaid dividends shall be paid in cash by accordance with the Company. This Note shall convert into the number provisions 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 conversion. As a condition precedent to the 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 StockSection 4(d). (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 conversion.

Automatic Conversion. Subject Immediately upon (a) the effectiveness of the corporation's registration statement on Form S-1 pursuant to Section 5 below andwhich Common Stock is sold to the public by the corporation (or selling stockholders, if any) in a public offering registered under the Securities Act of 1933, as 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 Company’s election and requestconversion of at least fifty percent (50%) of [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, Holder’s reaffirmation 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 Holder’s representations and warranties under Section 3 Preferred Stock, each share 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) 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 any certificates for the shares of Preferred Stock shall not have been surrendered for conversion, the shares of Preferred Stock evidenced thereby shall be deemed to be no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate, except only the rights of the holder (i) to receive the shares of Common Stock to which such holder shall be entitled upon conversion thereof, (ii) to receive the amount of cash payable in respect of any fractional share of Common Stock to which such holder shall be entitled, and (iii) with respect to dividends declared but unpaid on Preferred Stock prior to such conversion date, in the event that any holder of Preferred Stock presents such holder's certificate therefor for surrender to the Company or its transfer agent upon such conversion, a certificate for the number of shares of common stock as follows: (a) In Common Stock into which the event of a next 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”), the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). 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 Preferred Stock at an exercise price of $0.60 per share (the “Exercise Price”) This Note shall surrendered were convertible on such conversion date promptly will be deemed automatically cancelled immediately upon such conversion. As a condition precedent to the 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 issued and delivered by the other investors in connection with their purchase of the Next Equity Financing Stockto such holder. (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 conversion.

Automatic Conversion. Subject to Section 5 below andEach share of Series A Preferred Stock, at the Company’s election Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock 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) In the event of a next 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”), the principal amount on this Note Series E Preferred Stock shall automatically be converted (regardless into shares of whether or not Common Stock at the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding Conversion Price at the time in effect for such shares immediately upon the earlier of (i) except as provided below in subsection 4(c), the conversion shall be paid in cash by the Company. This Note shall convert into the number corporation's sale of shares at the time of the “Next Equity Financing” equals to ___,000 shares of the Company’s its Common Stock at an exercise in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended (a "Firm Public Offering"), the public offering price of which is not less than $0.60 10.00 per share (adjusted to reflect subsequent combinations, stock splits, stock dividends, or other recapitalizations) and $15,000,000 in the “Exercise Price”aggregate or (ii) This Note shall be deemed automatically cancelled immediately upon such conversion. As a condition precedent to the 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 receipt (either in connection with their purchase the corporation's sale of its Common Stock in a Firm Public Offering, the public offering price of which is not less than $7.20 per share (adjusted to reflect subsequent combinations, stock splits, stock dividends, or other recapitalizations), or else not in connection with any public offering) of the Next Equity Financing approval or consent to such conversion by at least sixty-seven percent (67%) of the then-outstanding shares of Series A Preferred Stock. (b) , Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock voting together as a class. In the event case of approvals or consents to conversion in connection with the “Company’s Sale”, defined below, at the option corporation's sale of Payorits Common Stock in a Firm Public Offering, the principal hereunder andpublic offering price of which is less than $7.20 per share (adjusted to reflect subsequent combinations, at the option stock splits, stock dividends, or other recapitalizations), (iii) each share of the PayorSeries A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series E Preferred Stock shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) equals to ____,000 shares of the Company’s Common Stock at an exercise price the Conversion Price at the time in effect for such shares immediately upon the receipt of $0.60 per the approval or consent to such conversion by at least sixty-seven percent (67%) of the then-outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series E Preferred Stock voting together as a class, and (iv) each share of Series D Preferred Stock shall automatically be converted into shares of Common Stock at the Conversion Price at the time in effect for such shares immediately upon the receipt of the approval or consent to such conversion by at least eighty percent (80%) of the “Exercise Price”)then-outstanding shares of Series D Preferred Stock voting together as a separate series. This Note (Provided, however, that all conversions in connection with a Firm Public Offering shall be deemed automatically cancelled immediately upon such conversionsubject to the last sentence of subsection 4(c).

Automatic Conversion. Subject to Section 5 below and, at the Company’s election and request, Holder’s reaffirmation (i) Each share 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 Series K Preferred Stock will automatically be converted into shares of Common Stock (A) at any time upon either of (1) the affirmative election of the holders of a majority of the then-outstanding shares of the Series K Preferred Stock and the then-outstanding shares of Series J Preferred Stock, voting together as a single class on an as-if converted to Common Stock basis; provided, however, that the effectiveness of such election shall be subject to the prior or concurrent conversion of (or irrevocable election to convert) the Series J Preferred Stock pursuant to Section 4.3(f)(3)(A) of the Certificate of Incorporation or (2) the affirmative election of the holders of a majority of the then-outstanding shares of the Series K Preferred Stock, voting together as a single class on an as-if converted Common Stock basis, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (1) the per share price to the public is at least $3.00 and (2) the aggregate cash proceeds to the Company (after deduction of underwriters' commissions and expenses) are at least $15,000,000 (a "Qualified IPO"). (ii) Upon the first occurrence of an event specified in Section 5(c)(i), the outstanding shares of Series K Preferred Stock will be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company will not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series K Preferred Stock are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates (and, if reasonably requested by the Company, obtains a bond therefor). Upon the occurrence of such automatic conversion of the Series K Preferred Stock, the holders of Series K Preferred Stock will surrender the certificates representing such shares at the office of the company or any transfer agent for the Series K Preferred Stock. Thereupon, there will be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of common stock as follows: (a) In Common Stock into which the event shares of a next equity financing by Series K Preferred Stock surrendered were convertible on the Company in one transaction or series of related transactions date on which raises an aggregate amount of at least One Million Five Hundred Thousand Dollars ($1,500,000) (the “Next Equity Financing”)such automatic conversion occurred, the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding at the time of the conversion shall and declared and unpaid dividends will be paid in cash by accordance with the Company. This Note shall convert into the number provisions 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 conversion. As a condition precedent to the 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 StockSection 5(b)(ii). (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 conversion.

Automatic Conversion. Subject (1) Each share of Series B Preferred Stock shall automatically be converted into shares of Common Stock based on the then effective Conversion Price immediately upon (i) the closing of an underwritten public offering pursuant to an effective Regulation A notification or a registration statement under the Securities Act of 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 (appropriately adjusted for sub-divisions and combinations of shares of Common Stock and dividends payable in shares of Common Stock) and the obligation of the underwriters is that if any of the securities being offered are purchased, all such securities must be purchased; (ii) the effective date of (A) a consolidation or merger of 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 another corporation; or (C) a sale of all or substantially all of the assets 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 5 below and12 of the Securities Exchange Act of 1934, at as amended; or (iii) the payment and satisfaction by the Company of all indebtedness owed by it to Minnesota Mining and Manufacturing Company representing the deferred portion of the purchase price for the Company’s election purchase of certain assets associated with Minnesota Mining and request, HolderManufacturing Company’s reaffirmation of Holder’s representations and warranties under Section 3 plastic surgery product lines. (2) Upon the occurrence of the Convertible Note Purchase Agreementevents specified in paragraph (1) above, the principal amount outstanding shares of this Note (and all interest accrued on this Note at the option of the Payor) Series B Preferred Stock shall be converted into automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series B Preferred Stock are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series B Preferred Stock, the holders of Series B Preferred Stock shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Preferred Stock or Common Stock. Thereupon, there shall be issued and delivered to such holder promptly at such office and in his name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of common stock as follows: (a) In Common Stock into which the event shares of a next equity financing by Series B Preferred Stock surrendered were convertible on the date on which such automatic conversion occurred and the Company in one transaction shall promptly pay, 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”)cause to be paid, the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding at the time of the conversion shall be paid in cash by all declared and unpaid dividends on 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 Series B Preferred Stock at an exercise price of $0.60 per share (the “Exercise Price”) This Note shall be deemed automatically cancelled immediately upon such conversion. As a condition precedent to the 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 Stockbeing converted. (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 conversion.

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 Payori) shall be converted into the number of All shares of common stock as follows: (a) In the event of a next 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”), the principal amount on this Note Preferred Stock shall automatically be converted into shares of Common Stock at the applicable Conversion Price at the time in effect for such Preferred Stock, immediately prior to the earlier of: (regardless i) the closing of whether or not the Note is surrendered Corporation’s initial underwritten public offering of its Common Stock pursuant to Payor) into an effective registration statement under the equity securities issued in the Payor’s Next Equity Financing United States Securities Act of 1933, as amended (the “Next Equity Financing StockAct”). Any accrued interest outstanding , or equivalent law of another jurisdiction (an “IPO”) yielding at least US $30 million net to the time 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 originally issued shares of Series G Preferred remains outstanding the written consent of the holders of at least fifty-one percent (51 %) of the outstanding shares of 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 shares of Series F Preferred remain outstanding the written consent of the holders of at least fifty-one percent (51%) of the outstanding shares of Series F Preferred (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 any way from the definition of the term “Qualified IPO”, with 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 Price of the Series G Preferred shall be paid in cash determined as follows: (A) if the price of the shares sold by the Company. This Note shall convert into underwriters to the number of shares at the time of public before deducting underwriting discounts and related offering costs for such Qualified IPO (the “Next Equity Financing” equals IPO Price”) is equal to ___,000 shares of or greater than $8.8243 (as adjusted for any stock splits, recapitalizations, stock dividends or the Company’s Common Stock at an exercise like including without limitation any 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 of is less than $0.60 8.8243 per share (as adjusted for any stock splits, recapitalizations, stock dividends or the “Exercise Price”) This Note like including without limitation any adjustment pursuant to this subsection (ii)), the Conversion Price then in effect for the Series G Preferred shall be deemed automatically cancelled immediately upon such conversion. As a condition precedent reduced to the issuance IPO Price concurrently with the closing 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 IPO; (x) the other investors in connection with their purchase Conversion Price of the Next Equity Financing Stock. Series F Preferred shall be determined as follows: (bA) In if the event 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 Conversion Price then in effect for the Series F Preferred, and (ii) the Series F Original Issue Price multiplied by a fraction, the denominator of which is the Series F Preference and the numerator of which is the IPO Price; and (y) the Conversion Price of the “Company’s Sale”, defined below, Series D Preferred shall be determined as follows: (A) if the IPO Price is at least one and one-half (1.5) times the option of PayorSeries D Original Issue Price, the principal hereunder andConversion Price then in effect for the Series D Preferred shall not be affected thereby; (B) 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, at the option Conversion Price shall be two-thirds (2/3) of the Payororiginal 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 automatically be converted the lower of (regardless of whether or not i) the Note is surrendered to PayorConversion Price then in effect for the Series D Preferred, and (ii) into the number of shares two-thirds (the “Company’s Sale Stock”2/3) equals to ____,000 shares of the Company’s Common Stock at an exercise price original Conversion Price. For the removal of $0.60 per share doubt, to the extent that Conversion Price for any of the 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 “Exercise Price”). This Note Conversion Price of the Series G Preferred, Series F Preferred or Series D Preferred shall be deemed automatically cancelled immediately upon iterative (i.e. a circular calculation shall be employed) so that each of the Series G Preferred, Series F Preferred and Series D Preferred shall following all such conversionadjustments receive its full entitlement pursuant to sub-sections (w)(B), (x)(B), (y)(B) or (y)(C) above.

Automatic Conversion. Subject i. Each share of Series Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Conversion Rate, upon either (A) the closing of an underwritten public offering pursuant to Section 5 below andan effective registration statement under the Securities Act of 1933, at as amended, covering the Company’s election offer and request, Holder’s reaffirmation sale of Holder’s representations and warranties under Section 3 Common Stock for the account of the Convertible Note Purchase AgreementCompany with gross proceeds to the Company (before underwriting discounts, commission and fees) of not less than Twenty-Five Million Dollars ($25,000,000), or (B) the date on which the Common Stock closing bid price has been at least seventy-five percent (75%) greater than the Conversion Price for at least twenty (20) consecutive trading days; provided, however, that if either of the events described in clause (A) or (B) of this Section 4(k)(i) occurs at a time when insufficient authorized Common Stock is available for issuance of all shares of Common Stock issuable upon such conversion or prior to the effective date of the registration statement to be filed with the Securities and Exchange Commission registering for resale the shares of Common Stock issuable upon such conversion, then automatic conversion of the Series Preferred shares shall not immediately occur but instead shall occur at such time as sufficient authorized Common Stock is available and such registration has been declared effective. ii. Upon a conversion in accordance with Section 4(k)(i) above, the principal amount outstanding shares of this Note (and all interest accrued on this Note at the option of the Payor) Series Preferred shall be converted into automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series Preferred, the holders of Series Preferred shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series Preferred. Thereupon, 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, a certificate or certificates for the number of shares of common stock as follows: (a) In Common Stock into which the event of a next 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”), the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). 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 Series Preferred surrendered were convertible on 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 date on which such conversion. As a condition precedent to the 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 Stockautomatic conversion occurred. (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 conversion.

Automatic Conversion. (i) Subject to the terms and conditions of this Section 5 below and7 (including without limitation the last sentence of this Section 7(b)(i)), at from and after the Company’s election and requestShare Threshold Condition Date, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 the Corporation shall have the right, in accordance with the Conversion Notice delivered by the Corporation to all of the Convertible Note Purchase Agreementholders 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 principal amount of this Note (applicable Series C Conversion Price and all interest accrued on this Note at the option a calculation of the Payornumber of shares of Common Stock issuable upon such conversion. Notwithstanding anything in this Section 7(b)(i) to the contrary, the Corporation shall not be converted entitled to convert shares of Series C Preferred Stock into the number of shares of common stock as follows:Common Stock into which such shares of Series C Preferred Stock are then convertible until the Trigger Date. (aii) In Subject to the event terms and conditions of a next equity financing 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 Company in one transaction or series of related transactions which raises an aggregate amount of at least One Million Five Hundred Thousand Dollars ($1,500,000Board) (such date, the “Next Equity FinancingLiquidity Event Conversion Date”)) immediately prior to a Liquidity Event Date, the principal amount on this Note all shares of Series C Preferred Stock shall automatically be converted into such number of fully paid and nonassessable shares of Common Stock as is obtained by: (regardless A) multiplying the number of whether or not the Note is surrendered shares of Series C Preferred Stock to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding at the time of the conversion shall be paid in cash converted by the Companyapplicable Liquidity Event Value; and (B) dividing the result obtained pursuant to clause (A) above by the Series C Conversion Price then in effect. This Note Notwithstanding anything in this Section 7(b)(ii) to the contrary, the shares of Series C Preferred Stock shall not automatically convert into the number of shares at the time of the “Next Equity Financing” equals to ___,000 Common Stock into which such shares of Series C Preferred Stock are then convertible until 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 conversion. As a condition precedent to the 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 StockTrigger Date. (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 conversion.

Automatic Conversion. Subject to Section 5 below and, at Immediately upon the Company’s election and request, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 closing of the Convertible Note Purchase Agreementearlier 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 principal amount of this Note NYSE AMEX, the NYSE or any other domestic national stock exchange (“Pubco”) (such transaction, howsoever denominated, the “Reverse Merger”) and all interest accrued on this Note at the option of the Payor(B) shall be converted into the number of Pubco immediately thereafter issues and sells shares of common its capital stock as follows: and/or securities convertible, exercisable and/or exchangeable into or for shares of Pubco’s capital stock, or a combination thereof (a) In collectively, “Pubco Securities”), and Pubco receives no less than $5.0 million of aggregate gross proceeds from the event sale of a next 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) such Pubco Securities (the “Next Equity Pubco Financing”), or (ii) a Qualified IPO, the principal amount outstanding shares of 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 this Note shall automatically be converted (regardless of whether or not the Note is surrendered same terms as are offered to Payor) into the equity securities issued investors in the Payor’s Next Equity Pubco Financing or the securities of the Corporation on the same terms as are offered to investors in the Qualified IPO (the “Next Equity Financing StockIPO Securities”). Any accrued interest outstanding , as the case may be; provided, however, that notwithstanding anything to the contrary herein or elsewhere, the price at which the time of the conversion shall be paid in cash by the Company. This Note Series B Preferred Stock 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 Pubco Securities or IPO Securities, as applicable, shall be deemed automatically cancelled immediately upon such conversion. As at a condition precedent valuation calculated to be the issuance lesser of the Next Equity Financing Stock to Holder upon such conversion(a) $17.5 Million, 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. post conversion or (b) In the event price of the “Company’s Sale”IPO Stock or Pubco Securities, as applicable, in the Pubco Financing or the Qualified IPO, as applicable. The securities issuable to the holders of Series B Preferred Stock upon the conversion of the Series B Preferred Stock, including the Conversion Shares defined in Section 5(b) below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered are referred to Payor) into the number of shares (herein as the “Company’s Sale StockConversion Securities.”) 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 conversion.

Automatic Conversion. Subject to Section 5 below and, at Immediately upon the Company’s election and request, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 closing of the Convertible Note Purchase Agreementearlier 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 principal amount of this Note NYSE AMEX, the NYSE or any other domestic national stock exchange (“Pubco”) (such transaction, howsoever denominated, the “Reverse Merger”) and all interest accrued on this Note at the option of the Payor(B) shall be converted into the number of Pubco immediately thereafter issues and sells shares of common its capital stock as follows: and/or securities convertible, exercisable and/or exchangeable into or for shares of Pubco’s capital stock, or a combination thereof (a) In collectively, “Pubco Securities”), and Pubco receives no less than $5.0 million of aggregate gross proceeds from the event sale of a next 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) such Pubco Securities (the “Next Equity Pubco Financing”), or (ii) a Qualified IPO, the principal amount outstanding shares of 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 this Note shall automatically be converted (regardless of whether or not the Note is surrendered same terms as are offered to Payor) into the equity securities issued investors in the Payor’s Next Equity Pubco Financing or the securities of the Corporation on the same terms as are offered to investors in the Qualified IPO (the “Next Equity Financing StockIPO Securities”) as the case may be, shall be 90% of the purchase price of the (i) Pubco Securities (and if convertible, exercisable and/or exchangeable securities are issued by Pubco to investors, either as all of the Pubco Securities sold and/or issued to investors 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) or (ii) IPO Securities (and if convertible, exercisable and/or exchangeable securities are sold and/or issued by Pubco, either as all of the IPO Securities sold and/or issued to investors or as part of the IPO Securities sold and/or issued to investors in the Qualified IPO, then the conversion price, exercise price and/or exchange price of any such convertible, exercisable or exchangeable IPO Securities sold in the Qualified IPO, shall also have a 10% discount thereto). Any accrued interest outstanding at The securities issuable to the time holders of Series A Preferred Stock upon the conversion of the conversion shall be paid in cash by the Company. This Note shall convert into the number of shares at the time of Series A Preferred Stock are referred to herein as 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 PriceConversion Securities.”) This Note shall be deemed automatically cancelled immediately upon such conversion. As a condition precedent to the 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) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 conversion.

Automatic Conversion. Subject Upon and following the earlier to Section 5 below and, at occur of (i) -------------------- receipt by the Company’s election and request, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 Corporation of the Convertible Note Purchase AgreementFCC Approval and (ii) October 31, 1999 and until the fourth anniversary of the earlier to occur of (i) and (ii), upon the earlier to occur of (1) an Initial Public Offering, the principal amount public offering price of this Note which is at least $35,000,000 in the aggregate and (and all interest accrued on this Note at 2) the option listing of the PayorCommon Stock on the New York Stock Exchange, Inc. or the American Stock Exchange, Inc. or the trading of the Common Stock on the Nasdaq National Market ("NASDAQ"), if the Market Price (as hereinafter ------ defined) of the Common Stock shall on any day be at a level such that, if all the outstanding shares of Series C Preferred Stock were converted into the number of shares of common stock as follows: (a) In Common Stock into which such Series C Preferred Stock is convertible pursuant to this Section 6, and such shares of Common Stock were then sold at the event Market Price, the proceeds of a next equity financing such sale would exceed by at least 20% the amount determined by multiplying the number of outstanding shares of Series C Preferred Stock by the Company in one transaction Conversion Price (which amount shall be subject to equitable adjustment wherever there shall occur a stock split, combination, reclassification or series of related transactions which raises an aggregate amount of at least One Million Five Hundred Thousand Dollars ($1,500,000) (other similar event involving the “Next Equity Financing”Series C Preferred Stock), the principal amount on this Note then all outstanding shares of Series C Preferred Stock shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding at the time of the conversion shall be paid in cash by the Company. This Note shall convert automatically 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 into which such shares are convertible pursuant to this Section 6 as of $0.60 per share (the “Exercise Price”) This Note shall be deemed automatically cancelled immediately upon such conversion. As a condition precedent prior to the issuance occurrence of the Next Equity Financing Stock to Holder upon such conversionevent, Holder shall execute and deliver such agreements, instruments and other documents as are executed and delivered without further action by the other investors in connection with their purchase of the Next Equity Financing Stock. (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of Holders and whether or not the Note is certificates representing such shares are surrendered to Payorthe Corporation or its Transfer Agent for the Common Stock, provided that all declared and unpaid dividends on such shares of Series C Preferred Stock shall first have been paid in full. The "Market Price" of the Common Stock shall be the average of the ------------ reported last sales prices on an exchange or on NASDAQ for the Common Stock on each of the twenty (20) into preceding Trading Days on which a reported sale of the Common Stock took place. The Series C Preferred Stock shall not be automatically converted pursuant to this Section 6(c) prior to the earlier to occur of (i) receipt by the Corporation of the FCC Approval and (ii) October 31, 1999 or after the fourth anniversary of the earlier to occur of (i) and (ii)." SECOND, that in lieu of a meeting and vote of stockholders, the stockholders of the Corporation having not less than the minimum number of shares (votes necessary to authorize such action have given written consent to, and duly adopted, said amendments in accordance with the “Company’s Sale Stock”provisions of Sections 228(a) equals to ____,000 shares and 242 of the Company’s Common Stock at an exercise price General Corporation Law of $0.60 per share (the “Exercise Price”). This Note shall be deemed automatically cancelled immediately upon such conversionState of Delaware, and written notices to any non-consenting stockholders have been given in accordance with Section 228(e) of the General Corporation Law of the State of Delaware.

Automatic Conversion. Subject Each share of Series A Preferred Stock shall automatically be converted, without the payment of any additional consideration, into fully paid and nonassessable shares of Common Stock (at the Common Conversion Rate) and Redeemable Preferred Stock (at the Redeemable Conversion Rate) as of, and in all cases subject to, the closing of the Corporation's first underwritten public offering pursuant to Section 5 below andan effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), provided that (i) such registration statement covers the offer and sale of Common Stock of which the aggregate gross proceeds attributable to sales for the account of the Corporation exceed $60,000,000, at a price per share equal to at least two (2) times the Company’s election then in effect Conversion Price, (ii) such Common Stock is listed for trading on either the New York Stock Exchange or the NASDAQ National Market, and request, Holder’s reaffirmation (iii) either (A) (i) all shares of Holder’s representations and warranties under Section 3 of Redeemable Preferred Stock that are outstanding or issuable upon 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 automatic conversion of shares of common stock Series A Preferred Stock pursuant to this Section A.6(b) are redeemed for cash (the "IPO Redemption Cash") immediately upon and as follows: of the closing of such offering, or (aii) In at the event election of a next equity financing Majority Interest in its sole discretion, in lieu of receiving the IPO Redemption Cash, all shares of Redeemable Preferred Stock that are outstanding or issuable upon the automatic conversion of shares of Series A Preferred Stock pursuant to this Section A.6(b) are redeemed for a promissory note of the Corporation that shall have a one year term, bear interest at the rate of 12% annually (compounded and payable quarterly in arrears), and receive the benefit of negative covenants that are consistent with the covenants for the benefit of the holders of Series A Preferred Stock set forth in Section 8 below, or (B) contemporaneously with such offering cash in an amount sufficient to redeem all shares of Redeemable Preferred Stock that are outstanding or issuable upon the automatic conversion of shares of Series A Preferred Stock pursuant to this Section A.6(b) is segregated and irrevocably held by the Company in one transaction or series Corporation for payment to holders of related transactions which raises an aggregate amount of at least One Million Five Hundred Thousand Dollars Redeemable Preferred Stock ($1,500,000) (the “Next Equity Financing”), the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”a "QPO"). Any accrued interest If a closing of a QPO occurs, all 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 Series A Preferred Stock at an exercise price of $0.60 per share (the “Exercise Price”) This Note shall be deemed automatically cancelled immediately upon such conversion. As a condition precedent to the 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) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be have been converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 and Redeemable Preferred Stock immediately upon prior to such conversionclosing.

Automatic Conversion. Subject to Section 5 below and(i) Each share of C Preferred shall automatically be converted into shares of Common Stock, based on the then-effective C Preferred Conversion Price, (A) at any time upon the Company’s affirmative election and request, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 of the Convertible Note Purchase Agreementholders of at least a majority of the outstanding shares of the C Preferred, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $10,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(e). (ii) Upon the occurrence of either of the events specified in Section 4(m)(i), the principal amount outstanding shares of this Note (and all interest accrued on this Note at the option of the Payor) C Preferred shall be converted into automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the C Preferred, the holders of C Preferred shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the C Preferred. Thereupon, 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, a certificate or certificates for the number of shares of common stock as follows: (a) In Common Stock into which the event shares of a next equity financing by C Preferred surrendered were convertible on the Company in one transaction or series of related transactions date on which raises an aggregate amount of at least One Million Five Hundred Thousand Dollars ($1,500,000) (the “Next Equity Financing”)such automatic conversion occurred, the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding at the time of the conversion and any declared and unpaid dividends shall be paid in cash by accordance with the Company. This Note shall convert into the number provisions 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 conversion. As a condition precedent to the 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 StockSection 4(e). (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 conversion.

Automatic Conversion. Subject to Section 5 below andEach share of Preferred Stock shall automatically be converted into shares of Common Stock (an "Automatic Conversion"), at based on the Company’s then-effective applicable Conversion Price (A) five (5) Trading Days following the affirmative election and request, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 of the Convertible Note Purchase AgreementRequired Holders, or (B) provided that there is no Equity Conditions Failure, five (5) Trading Days following (I) the principal amount closing of this Note (and all interest accrued an underwritten public offering on this Note at the option a firm commitment basis with a nationally recognized underwriter of Common Stock of the PayorCorporation pursuant to an effective registration statement under the Securities Act, with an anticipated aggregate offering price to the public of not less than $20,000,000 (before deduction of underwriters commissions, fees and expenses) at a price per share that equals or exceeds $1.61 (as adjusted for any stock dividend, stock split, reverse stock split, stock combination, reclassification or similar transaction after the Subscription Date), as determined on the applicable date of determination, that results in the listing of Common Stock of the Corporation on a national securities exchange and (II) the redemption in full of the Notes. Upon such Automatic Conversion, any declared, accrued and unpaid dividends shall be paid in accordance with the provisions of Section 7(b)(ii). Upon the occurrence of either of the events specified in this Section 7(c), all of the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or the Transfer Agent; provided, however, that to the extent that an Automatic Conversion would result in a Holder and its other Attribution Parties exceeding the Maximum Percentage, if applicable, then such Holder's Series A Preferred Stock shall not be automatically converted into Common Stock (and such Holder's shares of Series A 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 5(b), 6(b) and 6(c) 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 A Preferred Stock to such extent shall be held in abeyance for such Holder until such time or times as conversion of such Series A 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 A Preferred Stock to be held similarly in abeyance) to the same extent as if there had been no such limitation; provided, further, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Preferred Stock are either delivered to the Corporation or the Transfer Agent as provided below, or the Holder provides evidence that such certificates have been lost, stolen or destroyed in accordance with Section 10. Upon the occurrence of such Automatic Conversion of the Preferred Stock, the holders of Preferred Stock shall surrender the certificates representing such shares at the office of the Corporation or any Transfer Agent for the Preferred Stock. Thereupon, 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, a certificate or certificates for the number of shares of common stock as follows: (a) In Common Stock into which the event shares of a next equity financing by Preferred Stock surrendered were convertible on the Company in one transaction or series of related transactions date on which raises an aggregate amount of at least One Million Five Hundred Thousand Dollars ($1,500,000) (the “Next Equity Financing”)such Automatic Conversion occurred, the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any and any declared, accrued interest outstanding at the time of the conversion and unpaid dividends shall be paid in cash by accordance with the Company. This Note shall convert into the number provisions 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 conversion. As a condition precedent to the 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 StockSection 3(b)(ii). (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 conversion.

Automatic Conversion. (i) Subject to Section 5 below and, at and upon the Company’s election and request, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 approval by the stockholders of the Convertible Note Purchase AgreementCorporation of an amendment to the Corporation's Amended and Restated Certificate of Incorporation increasing the number of authorized shares of Common Stock such that, the principal amount after reservation of this Note (and all interest accrued on this Note at the option shares for conversion under any other series of Preferred Stock of the Payor) shall Corporation in accordance with the terms thereof and for issuance pursuant to exercise of outstanding stock options or pursuant to other contractual obligations, there will be authorized and unissued a number of shares equal to at least the number of CSEs outstanding ("Stockholder Approval"), each issued and outstanding CSE will be automatically and without any further action by the holders thereof or the Corporation, converted into one (1) share of Common Stock. Upon such conversion, each outstanding certificate representing CSEs will be deemed to represent the equivalent number of shares of common stock as follows:Common Stock, subject to the right of holders of CSEs to receive certificates representing shares of Common Stock pursuant to Section 5(c). (aii) In the event of a next equity financing that the Stockholder Approval is not obtained on or prior to June 1, 1997, each issued and outstanding CSE on that date will be automatically and without any further action 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”), the principal amount on this Note shall automatically be holders thereof converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). 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 conversion. As a condition precedent to the 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) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the that number of shares (the “Company’s Sale Stock”or fractions of shares) equals to ____,000 shares of the Company’s Corporation's Series B Junior Convertible Preferred Stock ("Series B Preferred Shares") equal to the Share Value of such CSE (as defined below) of the CSE divided by $10,000. Upon such conversion, each outstanding certificate representing CSEs will be deemed to represent the number of Series B Preferred Shares into which such CSE has been converted, subject to the right of holders of CSEs to receive certificates representing Series B Preferred Shares pursuant to Section 5(c). (iii) For purposes of this Certificate of Designation: (A) the term "Share Value" shall mean the average of the Closing Prices of the Common Stock at an exercise price for the 10 Trading Days prior to the date of $0.60 per share (the “Exercise Price”). This Note shall be deemed automatically cancelled immediately upon such conversioninitial issuance of CSEs.

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 The shares 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) Series F Preferred Stock shall be converted into the number of shares of common stock Common Stock of the Corporation on the date (an “Automatic Conversion Date”) as follows: (ai) In [reserved] (ii) The Corporation may, in its discretion, cause the conversion of any or all of the shares of Series F Preferred Stock, without any action on the part of Holders, into shares of Common Stock at the applicable Conversion Rate, as follows: (1) on the date that the shares of Common Stock of the Corporation is listed on a Securities Exchange or Market, if the Corporation so elects on or prior to the date of such listing or any date that is not more than 30 days after the date of such listing; or (2) the closing date of an underwritten public offering of the Common Stock providing aggregate gross proceeds to the Corporation equal to, or in excess of, $5,000,000. (iii) The Corporation shall not issue fractional shares of Common Stock upon the conversion of shares of Series F Preferred Stock pursuant to Section 8(c) of this Certificate of Designation. Instead) the Corporation shall at its option) either (1) pay the cash value of such fractional shares based upon: (x) the Closing Sale Price of its Common Stock on the Trading Day immediately prior to the Automatic Conversion Date; or (y) in the event of a next equity financing by an Automatic Conversion Date occurring based on the Company event described in one transaction or series Section 8(c)(ii)(2) of related transactions which raises an aggregate amount this Certificate of at least One Million Five Hundred Thousand Dollars ($1,500,000) (the “Next Equity Financing”)Designation, the principal amount on this Note price per share in such public offering; or (2) round up the factional shares to the next whole number. (iv) As promptly as practicable after the Automatic Conversion Date, the Corporation shall automatically deliver or cause to be converted (regardless delivered certificates representing the number of whether or not validly issued) fully paid and non-assessable shares of Common Stock to which the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”)holders of shares of such Series F Preferred Stock shall be entitled. Any accrued interest outstanding at the time of the This conversion shall be paid in cash by the Company. This Note shall convert into the number of shares deemed to have been made at the time close of business on the Automatic Conversion Date so that the rights of the “Next Equity Financing” equals Holder as to ___,000 the shares of Series F Preferred Stock shall cease except for the Company’s right to receive the conversion value, and) if applicable) the Person entitled to receive shares of Common Stock shall be treated for all purposes as having become the record holder of those shares of Common Stock at an exercise price of $0.60 per share (the “Exercise Price”) This Note shall be deemed automatically cancelled immediately upon such conversion. As a condition precedent to the 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 Stockthat time on that date. (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 conversion.

Automatic Conversion. Subject (i) Each share of Preferred Stock shall automatically be converted into shares of Common Stock, based on the then-effective Conversion Price for such Preferred Stock, immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of HBT in which (i) the per share price is at least Five Dollars ($5.00) (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to HBT (net of underwriting discounts, commissions and fees) are at least fifty million dollars ($50,000,000). Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 5 below and4(d). (ii) Each outstanding share of a series of Preferred Stock shall automatically be converted into shares of Common Stock, at based on the Company’s election 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 request, Holder’s reaffirmation unpaid dividends shall be paid in accordance with the provisions of Holder’s representations and warranties under Section 3 4(d). (iii) Upon the occurrence of the Convertible Note Purchase Agreementeither event specified in Section 4(l)(i) or (ii) above, the principal amount outstanding shares of this Note Preferred Stock (and all interest accrued on this Note at or a series of Preferred Stock, as the option of the Payorcase may be) shall be converted into automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to HBT or its transfer agent; PROVIDED, HOWEVER, that HBT shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Preferred Stock are either delivered to HBT or its transfer agent as provided below, or the holder notifies HBT or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to HBT to indemnify HBT from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Preferred Stock (or a series of Preferred Stock, as the case may be), the holders of Preferred Stock subject to such automatic conversion shall surrender the certificates representing such shares at the office of HBT or any transfer agent for the Preferred Stock. Thereupon, 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, a certificate or certificates for the number of shares of common stock as follows: (a) In Common Stock into which the event shares of a next equity financing by Preferred Stock surrendered were convertible on the Company in one transaction or series of related transactions date on which raises an aggregate amount of at least One Million Five Hundred Thousand Dollars ($1,500,000) (the “Next Equity Financing”)such automatic conversion occurred, the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding at the time of the conversion and any declared and unpaid dividends shall be paid in cash by accordance with the Company. This Note shall convert into the number provisions 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 conversion. As a condition precedent to the 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 StockSection 4(d). (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 conversion.

Automatic Conversion. Subject Upon and following the earlier to Section 5 below and, at occur of (i) -------------------- receipt by the Company’s election and request, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 Corporation of the Convertible Note Purchase AgreementFCC Approval and (ii) October 31, 1999 and until the fourth anniversary of the earlier to occur of (i) and (ii), upon the earlier to occur of (1) an Initial Public Offering, the principal amount public offering price of this Note which is at least $35,000,000 in the aggregate and (and all interest accrued on this Note at 2) the option listing of the PayorCommon Stock on the New York Stock Exchange, Inc. or the American Stock Exchange, Inc, or the trading of the Common Stock on the Nasdaq National Market ("NASDAQ"), if the Market Price (as hereinafter ------ defined) of the Common Stock shall on any day be at a level such that, if all the outstanding shares of Series A Preferred Stock were converted into the number of shares of common stock as follows: (a) In Common Stock into which such Series A Preferred Stock is convertible pursuant to this Section 6, and such shares of Common Stock were then sold at the event Market Price, the proceeds of a next equity financing such sale would exceed by at least 20% the amount determined by multiplying the number of outstanding shares of Series A Preferred Stock by the Company in one transaction Conversion Price (which amount shall be subject to equitable adjustment wherever there shall occur a stock split, combination, reclassification or series of related transactions which raises an aggregate amount of at least One Million Five Hundred Thousand Dollars ($1,500,000) (other similar event involving the “Next Equity Financing”Series A Preferred Stock), the principal amount on this Note then all outstanding shares of Series A Preferred Stock shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding at the time of the conversion shall be paid in cash by the Company. This Note shall convert automatically 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 into which such shares are convertible pursuant to this Section 6 as of $0.60 per share (the “Exercise Price”) This Note shall be deemed automatically cancelled immediately upon such conversion. As a condition precedent prior to the issuance occurrence of the Next Equity Financing Stock to Holder upon such conversionevent, Holder shall execute and deliver such agreements, instruments and other documents as are executed and delivered without further action by the other investors in connection with their purchase of the Next Equity Financing Stock. (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of Holders and whether or not the Note is certificates representing such shares are surrendered to Payor) into the number of shares (Corporation or its Transfer Agent for the “Company’s Sale Common Stock”) equals to ____,000 , provided that all declared and unpaid dividends on such shares of Series A Preferred Stock shall first have been paid in full. The "Market Price" of the Company’s Common Stock at an exercise price of $0.60 per share (the “Exercise Price”). This Note shall be deemed the average of the ------------ reported last sales prices on an exchange or on NASDAQ for the Common Stock on each of the twenty (20) preceding Trading Days on which a reported sale of the Common Stock took place. The Series A Preferred Stock shall not be automatically cancelled immediately upon such conversionconverted pursuant to this Section 6(c) prior to the earlier to occur of (i) receipt by the Corporation of the FCC Approval and (ii) October 31, 1999 or after the fourth anniversary of the earlier to occur of (i) and (ii)."

Automatic Conversion. Subject to the provisions of this Section 5 below and8, at in connection with, and on the Company’s election and requestclosing of, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 the Initial Public Offering by the Corporation, all of the Convertible Note Purchase Agreement, outstanding Shares (including any fraction of a Share) held by stockholders shall automatically convert into (A) an aggregate number of shares of Common Stock (rounded down to the principal amount nearest whole share) as is determined by (i) multiplying the number of this Note Shares of Series A Preferred Shares (and all interest accrued on this Note at the option including any fraction of the Payora Share) shall to be converted into by the Liquidation Value thereof, and then (ii) dividing the result by the Conversion Price in effect immediately prior to such conversion and (B) an aggregate number of Warrants (rounded down to the nearest whole Warrant) equal to the number of shares of common stock Common Stock issued as follows: a result of the conversion (aas determined in accordance with clause (A) In of this Section 8.1); provided, however, that the event of a next 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”), the principal amount on this Note shares of Common Stock issued upon conversion hereunder shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding at the time exceed 9.99% of the conversion shall be paid in cash by the Company. This Note shall convert into the number outstanding shares of shares at the time Common Stock of the “Next Equity Financing” equals Corporation immediately prior to ___,000 shares such Conversion, and any Shares not converted because 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 conversion. As a condition precedent to the issuance of the Next Equity Financing Stock to Holder upon such conversionthis provision, 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) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder andmay, at the option of the Payorstockholder, be (x) converted after the required regulatory approval or (y) redeemed at a price per Share equal to the Series A Redemption Price; and provided, further, that if regulatory approval is not obtained within six (6) months of the date of the closing of the Initial Public Offering, then all remaining Shares shall automatically be converted redeemed in accordance with clause (regardless of whether or not the Note is surrendered to Payory) into the number of shares above. The initial conversion price per Series A Preferred Share (the “Company’s Sale StockConversion Price”) equals shall be determined by multiplying 0.8 by the price per share of Common Stock offered to ____,000 shares the public in the Initial Public Offering, subject to adjustment as applicable in accordance with Section 8.5 below. If the closing of the Company’s Common Stock at an exercise price Initial Public Offering occurs, such automatic conversion of $0.60 per share (all of the “Exercise Price”). This Note outstanding Shares of Series A Preferred Shares shall be deemed automatically cancelled to have occurred immediately upon prior to such conversionclosing.

Automatic Conversion. Subject to Section 5 below andIf, at any time after the Company’s election and request, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 fifth (5th) anniversary of the Convertible Note Purchase AgreementSeries A Initial Issuance Date, the principal amount Corporation effects an initial Public Offering of this Note (and its Common Stock pursuant to a registration on Form S-1 or any similar long form registration which satisfies all interest accrued on this Note at the option of the Payor) shall be converted into the number of shares of common stock as followsfollowing criteria: (a) In the event Public Offering is effected on a firm commitment underwritten basis through a major underwriting firm of a next 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”), the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). 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 conversion. As a condition precedent to the 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.national reputation; (b) In the event price to the public in the Public Offering is sufficient so that, if all of the “Company’s Sale”, defined below, shares of Series A Convertible Preferred Stock were converted into Common Stock and sold for cash at the option price to the public on the date of Payorthe closing of the Public Offering, (x) the present value, as of the Series A Initial Issuance Date, of all cash sale proceeds, cash dividends and cash redemption payments with respect to shares of Series A Convertible Preferred Stock issued on the Series A Initial Issuance Date, discounted at 25% per annum on the basis of annual compounding, would equal the Series A Initial Investment Amount and (y) the present value, as of the Note Conversion Date, of all cash sale proceeds, cash dividends and cash redemption payments with respect to shares of Series A Convertible Preferred Stock issued upon conversion of the Bridge Notes (including pursuant to Section 5 thereof), discounted at 25% per annum on the basis of annual compounding, would equal the amount of principal and interest on the Bridge Notes converted into shares of Series A Convertible Preferred Stock; (c) the Common Stock offered pursuant to the Public Offering is listed on the New York Stock Exchange or the NASDAQ Global Select Market; and (d) immediately after the closing of the Public Offering, the principal hereunder andCommon Stock has a public float of at least $300,000,000; then, at effective immediately upon the option closing of the Payorsuch IPO, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) equals to ____,000 all outstanding shares of the Company’s Series A Convertible Preferred Stock shall be converted into shares of Common Stock at an exercise price of $0.60 per share (the “Exercise Price”). This Note shall be deemed automatically cancelled immediately upon Conversion Rate at such conversiontime.

Automatic Conversion. Subject to Section 5 below and, (i) Each share of Preferred Stock shall automatically be converted into shares of Common Stock at the Company’s then effective Conversion Price upon (i) the written election and request, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 holders of sixty-seven percent (67%) of the Convertible Note Purchase AgreementPreferred Stock then outstanding, voting as a single class (an “Automatic Conversion Election”) or (ii) the closing of a public offering, underwritten by an investment banking firm approved by the holders of sixty-seven percent (67%) of the shares of Preferred Stock then outstanding, voting as a single class, pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of 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 principal amount person(s) entitled to receive the Common Stock issuable upon such conversion of this Note (the Preferred Stock shall not be deemed to 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 Preferred Stock shall be converted automatically without any further action by the holders of such shares and all interest accrued on this Note whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless certificates evidencing such 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 any transfer agent that such certificates have been lost, stolen, or destroyed and executes an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith. Upon the automatic conversion of the Preferred Stock, the holders of such Preferred Stock shall surrender the certificates representing such shares at the option office of the PayorCorporation or of its transfer agent. Thereupon, there shall be issued and delivered to such holder, promptly at such office and in his name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of the Preferred Stock surrendered were convertible on the date on which such automatic conversion occurred. No fractional shares of Common Stock shall be issued upon conversion of the Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price. (ii) shall 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 “Outside Date”), automatically be converted into the number (rounded to the nearest whole number) of shares of common stock Offering Stock (as follows: defined below) equal to the greater of (aA) In the event of a next equity financing quotient obtained by dividing the 5,250,000 by the Company in one transaction Offering Price (as defined below) or series of related transactions which raises an aggregate amount of at least One Million Five Hundred Thousand Dollars ($1,500,000B) (the “Next Equity Financing”), the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). 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 Offering Stock which are convertible into 2.00% of the “Next Equity Financing” equals to ___,000 Common Stock which would be outstanding on the Qualifying Offering Date if all outstanding and exercisable Options (as defined in Section 3(e)(i)(1)) and all outstanding shares of Preferred Stock including the Company’s Offering Stock (including any shares to be issued to the holders of Series B1 Preferred as provided in this Section 3(c)(ii)) were converted into Common Stock at an exercise price of $0.60 per share on such date (the “Exercise PriceFormula Diluted Shares”) This Note shall be deemed automatically cancelled immediately upon such conversion). As a condition precedent used herein: (aa) “Qualifying Offering” shall mean an offering by the Corporation of shares of capital stock of the Corporation that results in not less than $30,000,000 in proceeds to the issuance Corporation; (bb) “Offering Stock” means the shares of capital stock 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 Corporation issued in connection with their purchase a Qualifying Offering; (cc) “Offering Price” means the weighted average per share price (rounded to the nearest hundredth) paid by the purchasers of the Next Equity Financing Stock. Offering Stock in the Qualifying Offering (b) In without giving effect to any Offering Stock to be issued to the event holders of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 conversion.Series B1 Preferred as provided in this Section

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) In the event Each share of a next 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”), the principal amount on this Note Preferred Stock shall automatically be converted into fully paid and nonassessable shares of Common Stock, as provided herein, upon (regardless i) the closing of whether a firm commitment underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Corporation in which (A) the aggregate gross proceeds equal or not exceed twenty-five million dollars ($25,000,000) and (B) the Note is surrendered offering price to Payor) into the equity securities issued in the Payor’s Next Equity Financing public per share of Common Stock (the “Next Equity Financing StockIPO Price Per Share”). Any accrued interest outstanding ) is at the time least two hundred percent (200%) of the conversion shall be paid Original Series G Issue Price (as adjusted for any stock dividends, combinations, splits, recapitalizations and similar corporate changes with respect to such shares), (ii) in cash by the Company. This Note shall convert into the number case of shares at the time of the “Next Equity Financing” equals to ___,000 Preferred Stock, other than Series G Preferred Stock, holders of sixty-six and two-thirds percent (66 2/3%) or more of such outstanding 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 conversion. As a condition precedent consent in writing to the issuance conversion of such Preferred Stock; or (iii) in the Next Equity Financing Stock to Holder upon such conversioncase of Series G Preferred Stock, Holder shall execute and deliver such agreements, instruments and other documents as are executed and delivered by with the other investors in connection with their purchase consent of the Next Equity Financing a majority of Series G Preferred Stock. (b) In Upon the occurrence of any event specified in Section 5.2(a) above, the applicable outstanding shares of Preferred Stock shall be converted into Common Stock automatically without the need for any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, however, that the Corporation shall not be obligated to issue any certificate evidencing the shares of Common Stock issuable upon such conversion unless the certificate evidencing such shares of Preferred Stock is delivered to the Corporation or its transfer agent as provided below or the holder notifies the Corporation or its transfer agent that such certificate has been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such lost, stolen or destroyed certificates. Upon the occurrence of such automatic conversion of the Preferred Stock, the holders of Preferred Stock shall surrender the certificates representing such shares at the office of the Corporation or any transfer agent for the Preferred Stock or Common Stock. Thereupon, 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, a certificate or certificates for the number of shares of Common Stock into which the shares of Preferred Stock surrendered were convertible on the date on which such automatic conversion occurred. (c) Notwithstanding any other provisions of this Section 5, in the event of the “Company’s Sale”conversion of the Series G Preferred Stock pursuant to Section 5.2(a)(iii) above if the Company subsequently completes a firm commitment underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, defined below, at in which the option IPO Price Per Share is less than 200% of Payorthe Original Series G Issue Price, the principal hereunder and, at the option Company shall issue to each holder of shares of Common Stock issued upon conversion of the PayorSeries G Stock, shall automatically be converted (regardless such number of whether or not additional shares of Common Stock such that the Note is surrendered to Payor) into the total number of shares of Common Stock received by such holder in connection with the conversion of each share of Series G Stock held by such holder equals two (2) times the Original Series G Issue Price (as adjusted for any stock dividends, combinations, splits, recapitalizations or similar corporation changes) divided by the IPO Price Per Share (such quotient, the “Company’s Sale Stock”) equals to ____,000 shares of the Company’s Common Stock at an exercise price of $0.60 per share (the “Exercise PriceDeemed Series G IPO Conversion Rate”). This Note shall be deemed automatically cancelled immediately upon such conversion.

Automatic Conversion. (i) Subject to the provisions of Section 5 below and4(l)(iii) hereof, at each share of Series F Stock will be converted automatically into shares of Common Stock based on the Company’s election then effective Conversion Price for such share, upon the earlier of (A) the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a "Registration Statement") covering the offer and request, Holder’s reaffirmation sale of Holder’s representations and warranties under Section 3 Common Stock for the account of the Convertible Note Purchase Agreement, the principal amount of this Note (and all interest accrued on this Note Corporation at the option of the Payor) shall be converted into the number of shares of common stock as follows: (a) In the event of a next equity financing by the Company in one transaction or series of related transactions which raises an aggregate amount price per share of at least One Million Five Hundred Thousand Dollars $4.00, with an aggregate offering price for all shares under such Registration Statement of at least $3,000,000.00, ($1,500,000B) (the “Next Equity Financing”), the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding at the such time as less than 20% of the conversion shall be paid in cash by Series F Stock issued pursuant to the Company. This Note shall convert into Corporation's initial offering of up to 4,000,000 shares of Series F Stock remains outstanding or (C) upon the number voluntary consent of shares at the time a majority of the “Next Equity Financing” equals to ___,000 voting power of the then outstanding 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 conversion. As a condition precedent to the 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 Series F Stock. (bii) In Automatic conversion under Section 4(l)(i) hereof will be conditioned upon payment by the event Corporation of all declared and unpaid dividends on the “Company’s Sale”outstanding Series F Stock to be converted and including the date of such conversion, defined below, at the option of Payor, the principal hereunder andpayable either in cash or, at the option of the PayorCorporation, shall automatically Common Stock (valued at the Common Stock's Fair Market Value), or both. (iii) Upon the occurrence of any of the events specified in Section 4(l)(i) hereof, the outstanding shares of the Series F Stock will be converted (regardless automatically without any further action by the holders of such shares and whether or not the Note is certificates representing such shares are surrendered to Payor) into the Corporation or its transfer agent; provided, however, that the Corporation will not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series F Stock are either delivered to the Corporation or its transfer agent as provided below, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series F Stock, the holders of the Series F Stock will surrender the certificates representing such shares at the office of the Corporation or any transfer agent for the Series F Stock or Common Stock. Thereupon, there will be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares (of Common Stock into which the “Company’s Sale Stock”) equals to ____,000 shares of Series F Stock surrendered were convertible on 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 date on which such conversionautomatic conversion occurred.

Automatic Conversion. Subject Each share of the Preferred Shares shall automatically be converted into shares of Common Stock at the Conversion Price then in effect for the Preferred Shares upon the earlier of (i) the date specified by vote or written consent or agreement of holders of more than fifty (50%) of the outstanding shares of Preferred Shares; (ii) the conversion of more than sixty-six and two thirds percent (66-2/3%) of the originally issued shares of Preferred Shares; or (iii) immediately upon the closing of the sale of the Corporation’s Common Stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended (the “Securities Act”), other than a registration relating solely to Section 5 below anda transaction under Rule 145 under such Act or to an employee benefit plan of the Corporation, at a public offering price (before underwriters’ discounts and expenses) of at least two dollars ($2.00) per share (adjusted for any stock splits, stock dividends or other recapitalizations) and the Company’s election and request, Holder’s reaffirmation aggregate proceeds to the Corporation and/or any selling share holders of Holder’s representations and warranties under Section 3 which is equal to or exceeds Twenty Million Dollars ($20,000,000) (a “Qualified Public Offering”). Upon the occurrence of any of the Convertible Note Purchase Agreementevents specified in this Section 3(a)(ii), the principal amount of this Note (and all interest accrued on this Note at the option outstanding shares of the Payor) Preferred Shares shall be converted into automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of the Preferred Shares are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such an automatic conversion of the Preferred Shares, the holders of the Preferred Shares shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Preferred Shares. Thereupon, 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, a certificate or certificates for the number of shares of common stock as follows: (a) In Common Stock into which the event of a next 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”), the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). 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 Preferred Shares surrendered were convertible on 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 date on which such conversion. As a condition precedent to the 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 Stockautomatic conversion occurred. (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 conversion.

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) In All outstanding shares of Series A Preferred shall be automatically converted into fully paid and non-assessable shares of Common Stock, in the event of (i) an initial public offering of equity securities of the Corporation, (ii) a next equity financing by liquidation or dissolution and winding up of the Company in one Corporation, or (iii) the sale of 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 related transactions which raises an aggregate amount (each of at least One Million Five Hundred Thousand Dollars ($1,500,000) (the “Next Equity Financing”i), (ii) and (iii) being a "Liquidity Transaction"), and provided the principal amount on this Note shall automatically be converted (regardless of whether or Corporation's value in such Liquidity Transaction is not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”)less than $7,050,000. Any accrued interest outstanding at the time of the Such conversion shall be paid at the rate of one share of Common Stock for each $5.00, subject to adjustment as provided in cash Section 6 (the "Conversion Price") of an amount equal to the sum of (x) the 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 automatic conversion shall be given by the Company. This Note shall convert into Corporation to the number holders of shares Series A Preferred at least 10 days prior to the time closing of the “Next Equity Financing” equals to ___,000 shares of the Company’s Common Stock at an exercise price of $0.60 per share Liquidity Transaction (the “Exercise Price”) This Note shall be deemed automatically cancelled immediately upon "Liquidity Transaction Closing"), unless the Corporation reasonably believes a holder of Series A Preferred has actual knowledge of such automatic conversion. As a condition precedent to the 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) In order to receive certificates for shares of Common Stock into which Series A Preferred shall have been automatically converted, a holder of record of Series A Preferred shall surrender the event of the “Company’s Sale”certificate(s) representing such shares, defined belowendorsed in blank or accompanied by stock powers endorsed in blank, in either case with signature guaranteed, at the option principal office of Payorthe Corporation or the Corporation's transfer agent for its Common Stock, or at such other office as the 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 to 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. Within 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 principal hereunder and, at the option of the Payor, Corporation shall automatically be converted issue and deliver (regardless of whether i) a certificate or not the Note is surrendered to Payor) into certificates for the number of shares (the “Company’s Sale Stock”) equals to ____,000 full shares of the Company’s Common Stock at an exercise price issuable upon conversion, in the name or names and to the address or addresses specified in the Conversion Notice, subject to any such 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 pursuant to Section 2(b). (c) The conversion of $0.60 per share (the “Exercise Price”). This Note Series A Preferred shall be deemed automatically cancelled immediately to have been effected simultaneously with the consummation of the Liquidity Transaction Closing. Whereupon, each holder shall cease to be a stockholder with respect to the Series A Preferred and all rights whatsoever with respect to such shares shall terminate (except the rights of the holder to receive shares of Common Stock and cash in respect of fractional shares pursuant to Section 10 and to receive accrued and unpaid dividends pursuant to Section 2(b)), and the person or persons in whose name any certificate(s) for Common Stock are issuable upon such conversionconversion shall be deemed to have become the holder of record of the shares represented thereby.

Automatic Conversion. Subject In the event that the Holder sells or -------------------- otherwise transfers the portion of this Note equal 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 original principal amount of this Note to ▇▇▇▇▇ Associates pursuant to the terms of the ▇▇▇▇▇ Agreement, (and all interest accrued on a) this Note at the option of the Payor) shall automatically be converted into the number of shares of common stock as follows: (a) In Series A Preferred Stock of the event of a next equity financing Parent determined 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”), dividing the principal amount of this Note so converted by the lesser of (i) $150 and (ii) 50 times the greater of $1 and the average of the closing prices of the Company's Common Stock as quoted in the Nasdaq National Market or the principal exchange on which the Common Stock is listed for 10 trading days prior to the date of conversion, provided, however, that without the approval of the stockholders of Parent, this Note shall automatically not be converted convertible into shares of Series A Preferred Stock representing more than nineteen and ninety-nine one hundredths percent (regardless 19.99%) of the voting power of the Parent or nineteen and ninety-nine one hundredths percent (19.99%) of the outstanding Common Stock of the Parent, and (b) the Company shall immediately issue to the Holder a new Note in an original principal amount equal to all PIK Interest and all accrued and unpaid interest to the date of conversion that is unpaid on this Note. The conversion of this Note shall be effective automatically, without any further action by the Holder or ▇▇▇▇▇ Associates and whether or not the this Note is surrendered to Payor) into the equity securities issued in Parent; provided that the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding at the time of the conversion Parent shall not 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 obligated to ___,000 issue to ▇▇▇▇▇ Associates certificates evidencing shares of Series A Preferred Stock issuable upon such conversion unless this Note is delivered to the Company’s Common Stock at an exercise price Parent. From and after the date of $0.60 per share (the “Exercise Price”) This conversion, this Note shall be deemed automatically cancelled immediately upon such conversionto have been paid in full and shall be canceled." The Loan Parties hereby acknowledge the convertible nature of the Convertible Notes. As a condition precedent to The Parent has duly authorized the issuance of Series A Preferred Stock upon conversion of each Convertible Note pursuant to its terms and shall at all times reserve and keep available out of its authorized but unissued shares of Series A Preferred Stock, solely for the Next Equity Financing Stock to Holder purpose of issuance upon the conversion of any Convertible Notes, 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) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (of Series A Preferred Stock issuable upon the “Company’s Sale Stock”) equals to ____,000 shares conversion 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 conversionall outstanding Convertible Notes.

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) In During the event term of this Agreement, at any time and from time to time, if the percentage of Common Shares held by Ayre falls below forty percent (40%) of all of the issued and outstanding Common Shares at that time (a next 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 FinancingTrigger Event”), the principal amount on this Note Parties agree that such number of NVP Shares shall automatically be converted (regardless exchanged for an equal number of whether or not the Note is surrendered to Payor) into the equity securities Common Shares issued in the Payor’s Next Equity Financing by Squire (the “Next Equity Financing StockExchanged Shares”). Any accrued interest outstanding at , without the time payment of additional consideration and without further action by ▇▇▇▇, required to result in Ayre owning forty five percent (45%) of all 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 issued and outstanding Common Stock at an exercise price of $0.60 per share (the “Exercise Price”) This Note shall be deemed automatically cancelled immediately upon such conversion. As a condition precedent to the 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 StockShares. (b) In the event of the “Company’s Sale”, defined below, at the option a Trigger Event where Ayre does not hold a sufficient number of Payor, the principal hereunder and, at the option NVP Shares required to result in Ayre owning forty five percent (45%) of all of the Payorissued and outstanding Common Shares as described in Section 2.1(a), then all of remaining of the NVP Shares held by Ayre shall automatically be converted exchanged for Exchanged Shares. (regardless c) Upon the occurrence of whether or not the Note is surrendered to Payor) into the a Trigger Event, Ayre shall sell and transfer such number of shares NVP Shares to Squire for cancellation as required pursuant to this Section, and Squire shall issue and deliver to Ayre such number of Exchanged Shares as required pursuant to this Section, free and clear of all Encumbrances. The closing of a transaction required by Section 2.1(a) shall occur within five (5) Business Days following the applicable Trigger Event (a “Company’s Sale Stock”) equals to ____,000 shares of the Company’s Common Stock at an exercise price of $0.60 per share (the “Exercise PriceClosing”). This Note The NVP Shares exchanged for Exchanged Shares shall be deemed automatically cancelled by Squire immediately following any Closing. (d) The Price for the Exchanged Shares is the fair market value as of the date of the Trigger Event which the parties have determined to be equal to the fair market value of an equal number of NVP Shares as of the date of the Trigger Event. In consideration for the issuance and delivery of the Exchanged Shares by Squire to Ayre, Ayre shall pay the Price in kind by transferring such number of NVP Shares to Squire as determined pursuant to Section 2.1(a). (e) Squire shall, from time to time, provide written notice to Ayre of the occurrence or anticipated occurrence of a change in the capitalization of Squire which results in a Trigger Event within two (2) Business Days of becoming aware of the occurrence or anticipated occurrence of a change in the capitalization of Squire which results in a Trigger Event. Squire further covenants that it shall provide Ayre with reasonable information concerning the capitalization of Squire required to confirm ▇▇▇▇’▇ shareholdings in Squire on the first Business Day of each month following the date hereof and upon ▇▇▇▇’▇ reasonable request. (f) Ayre hereby agrees that any Exchanged Shares received pursuant to a Trigger Event shall be and continue to be subject to the restriction on transfer under Section 5.12 (Lock-Up) of the Purchase Agreement unless such conversionExchanged Shares have been transferred to a Person that is not an Affiliate of Ayre in accordance with Section 5.12 (Lock-Up) of the Purchase Agreement.

Automatic Conversion. Subject Upon and following the earlier to Section 5 below and, at occur of (i) -------------------- receipt by the Company’s election and request, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 Corporation of the Convertible Note Purchase AgreementFCC Approval and (ii) October 31, 1999 and until the fourth anniversary of the earlier to occur of (i) and (ii), upon the earlier to occur of (1) an Initial Public Offering, the principal amount public offering price of this Note which is at least $35,000,000 in the aggregate and (and all interest accrued on this Note at 2) the option listing of the PayorCommon Stock on the New York Stock Exchange, Inc. or the American Stock Exchange, Inc. or the trading of the Common Stock on the Nasdaq National Market ("NASDAQ"), if the Market Price (as hereinafter ------ defined) of the Common Stock shall on any day be at a level such that, if all the outstanding shares of Series B Preferred Stock were converted into the number of shares of common stock as follows: (a) In Common Stock into which such Series B Preferred Stock is convertible pursuant to this Section 6, and such shares of Common Stock were then sold at the event Market Price, the proceeds of a next equity financing such sale would exceed by at least 20% the amount determined by multiplying the number of outstanding shares of Series B Preferred Stock by the Company in one transaction Conversion Price (which amount shall be subject to equitable adjustment wherever there shall occur a stock split, combination, reclassification or series of related transactions which raises an aggregate amount of at least One Million Five Hundred Thousand Dollars ($1,500,000) (other similar event involving the “Next Equity Financing”Series B Preferred Stock), the principal amount on this Note then all outstanding shares of Series B Preferred Stock shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding at the time of the conversion shall be paid in cash by the Company. This Note shall convert automatically 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 into which such shares are convertible pursuant to this Section 6 as of $0.60 per share (the “Exercise Price”) This Note shall be deemed automatically cancelled immediately upon such conversion. As a condition precedent prior to the issuance occurrence of the Next Equity Financing Stock to Holder upon such conversionevent, Holder shall execute and deliver such agreements, instruments and other documents as are executed and delivered without further action by the other investors in connection with their purchase of the Next Equity Financing Stock. (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of Holders and whether or not the Note is certificates representing such shares are surrendered to Payor) into the number of shares (Corporation or its Transfer Agent for the “Company’s Sale Common Stock”) equals to ____,000 , provided that all declared and unpaid dividends on such shares of Series B Preferred Stock shall first have been paid in full. The "Market Price" of the Company’s Common Stock at an exercise price of $0.60 per share (the “Exercise Price”). This Note shall be deemed the ------------ average of the reported last sales prices on an exchange or on NASDAQ for the Common Stock on each of the twenty (20) preceding Trading Days an which a reported sale of the Common Stock took place. The Series B Preferred Stock shall not be automatically cancelled immediately upon such conversionconverted pursuant to this Section 6(c) prior to the earlier to occur of (i) receipt by the Corporation of the FCC Approval and (ii) October 31, 1999 or after the fourth anniversary of the earlier to occur of (i) and (ii)."

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) In Starting on May 2, 2020, during the event term of this Agreement, at any time and from time to time, if the percentage of Common Shares held by Ayre falls below forty percent (40%) of all of the issued and outstanding Common Shares at that time (a next 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 FinancingTrigger Event”), the principal amount on this Note Parties agree that such number of NVP Shares shall automatically be converted (regardless exchanged for an equal number of whether or not the Note is surrendered to Payor) into the equity securities Common Shares issued in the Payor’s Next Equity Financing by Taal (the “Next Equity Financing StockExchanged Shares”). Any accrued interest outstanding at , without the time payment of additional consideration and without further action by Ayre, required to result in Ayre owning forty five percent (45%) of all 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 issued and outstanding Common Stock at an exercise price of $0.60 per share (the “Exercise Price”) This Note shall be deemed automatically cancelled immediately upon such conversion. As a condition precedent to the 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 StockShares. (b) In the event of the “Company’s Sale”, defined below, at the option a Trigger Event where Ayre does not hold a sufficient number of Payor, the principal hereunder and, at the option NVP Shares required to result in Ayre owning forty five percent (45%) of all of the Payorissued and outstanding Common Shares as described in Section 2.1(a), then all of remaining of the NVP Shares held by Ayre shall automatically be converted exchanged for Exchanged Shares. (regardless c) Upon the occurrence of whether or not the Note is surrendered to Payor) into the a Trigger Event, Ayre shall sell and transfer such number of shares NVP Shares to Taal for cancellation as required pursuant to this Section, and Taal shall issue and deliver to Ayre such number of Exchanged Shares as required pursuant to this Section, free and clear of all Encumbrances. The closing of a transaction required by Section 2.1(a) shall occur within five (5) Business Days following the applicable Trigger Event (a “Company’s Sale Stock”) equals to ____,000 shares of the Company’s Common Stock at an exercise price of $0.60 per share (the “Exercise PriceClosing”). This Note The NVP Shares exchanged for Exchanged Shares shall be deemed automatically cancelled by Taal immediately following any Closing. (d) The Price for the Exchanged Shares is the fair market value as of the date of the Trigger Event which the parties have determined to be equal to the fair market value of an equal number of NVP Shares as of the date of the Trigger Event. In consideration for the issuance and delivery of the Exchanged Shares by Taal to Ayre, Ayre shall pay the Price in kind by transferring such number of NVP Shares to Taal as determined pursuant to Section 2.1(a). (e) Taal shall, from time to time, provide written notice to Ayre of the occurrence or anticipated occurrence of a change in the capitalization of Taal which results in a Trigger Event within two (2) Business Days of becoming aware of the occurrence or anticipated occurrence of a change in the capitalization of Taal which results in a Trigger Event. Taal further covenants that it shall provide Ayre with reasonable information concerning the capitalization of Taal required to confirm Ayre’s shareholdings in Taal on the first Business Day of each month following the date hereof and upon Ayre’s reasonable request. (f) Ayre hereby agrees that any Exchanged Shares received pursuant to a Trigger Event shall be and continue to be subject to the restriction on transfer under Section 5.6 (Lock-Up) of the Asset Purchase Agreement unless such conversionExchanged Shares have been transferred to a Person that is not an Affiliate of Ayre in accordance with Section 5.6 (Lock-Up) of the Asset Purchase Agreement.

Automatic Conversion. Subject to Until this Note is converted in full on or before the Maturity Date, the then outstanding principal amount of this Note, or such portion thereof as is convertible in accordance with this Section 5 below and2, will automatically convert into Common Stock of the Company issued and sold, at any time and from time to time, in conjunction with the Company’s election and request, Holder’s reaffirmation close of Holder’s representations and warranties under Section 3 each equity financing of the Convertible Company in which the Company (i) receives gross proceeds of at least $5,000,000 and (ii) issues Common Stock other than pursuant to a registration statement on Form S-4 or S-8 under the Securities Act of 1933 (a “Qualified Financing”), as follows: 2.1. The shares of Common Stock issued and sold upon conversion of this Note Purchase Agreement, shall be unregistered under the Securities Act of 1933 and shall be issued and sold at the same price per share as is paid for shares of Common Stock by the other purchasers in the Qualified Financing. 2.2. The number of shares of Common Stock to be issued and sold upon such conversion shall be equal to the quotient obtained by dividing (i) the portion of the principal amount of this Note Note, and if designated by the Company, any accrued interest thereon, to be converted by (ii) the price per share of the Common Stock issued and all sold in the Qualified Financing; provided, however, that in no event shall the portion of shares of Common Stock issued to Purchaser upon any such conversion of this Note, together with any shares of Common Stock issuable in payment of any accrued interest accrued on this Note at pursuant to Section 1.3 above in connection with the option Qualified Financing (X) exceed 49.9% of the Payor) shall be converted into the aggregate number of shares of common stock as follows:Common Stock issued in the Financing or (Y) result in the Holder owning more than 19.9% of the outstanding Common Stock of the Company. (a) 2.3. In no event shall any portion of the event of a next equity financing by Note be convertible into any warrants or other securities issued in connection with Common Stock in the Company respective financing, but the Holder shall be entitled to participate in one transaction or series of related transactions which raises an aggregate any registration rights included with respect to Common Stock issued and sold in the Financing. 2.4. If less than the full amount of at least One Million Five Hundred Thousand Dollars ($1,500,000) (this Note is to be converted in connection with any Qualified Financing due to the “Next Equity Financing”)limitations in Section 2.2 above, then the principal amount on this Note shall automatically to be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any shall be determined after calculating any accrued interest outstanding at thereon being paid in Common Stock, and reducing the time principal amount being converted, to the extent required to satisfy the limitations in Section 2.2 above, and having the accrued interest so paid being only the accrued interest on the portion of the principal amount that is converted after such reduction. No fractional shares will be issuable upon any conversion under this Section 2. To the extent any portion of accrued interest on converted principal cannot be paid with a full share of Common Stock, or is not paid in Common Stock, it 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 conversion. As a condition precedent to the 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 Stockcash. (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 conversion.

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) In Each of the event issued and outstanding shares of a next equity financing Series A Preferred Stock shall be automatically converted into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Series A Issue Price (as defined below), plus (to the extent the Company and such holder jointly elect to include the amount of Accrued Dividends in the conversion) Accrued Dividends, by the Company Conversion Price (as defined below) 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”), the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding effect at the time of conversion, upon (A) the conversion shall be paid in cash by closing of the Company. This Note shall convert into the number sale of shares of Common Stock, at the time of the “Next Equity Financing” equals to ___,000 shares of the Company’s Common Stock at an exercise a price of $0.60 per share to the public (before deducting any commissions or other expenses) of at least two times the Original Series A Issue Price (as defined below) (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), in a firm commitment underwritten public offering pursuant to an effective registration statement on Form S-1 (or any such successor form) under the Securities Act of 1933, as amended (the “Exercise PriceAct”) This Note shall be deemed automatically cancelled immediately upon such conversion. As ), underwritten by a condition precedent nationally recognized and reputable investment bank, resulting in an aggregate proceeds to the issuance Company of at least $40,000,000 (a “QPO”), or (B) the date specified in a written contract or agreement of the Next Equity Financing Preferred Supermajority, or (C) if the shares of Common Stock to Holder upon have a closing price on NASDAQ or any national securities exchange in excess of $24.75 per share for ninety (90) consecutive trading days with an average daily trading volume on 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 trading days of the Next Equity Financing Stockat least US $8,000,000. (b) In the event All holders of record of shares of Series A Preferred Stock then outstanding will be given at least 10 days’ prior written notice of the “Companydate fixed and the place designated for automatic conversion of all such shares of Series A Preferred Stock pursuant to this Section 5(a). Such notice will be sent by first class or registered mail, postage prepaid, to each record holder of Series A Preferred Stock at such holder’s Sale”, defined below, at address last shown on the option of Payor, the principal hereunder and, at the option records of the Payor, shall automatically be converted transfer agent for the Series A Preferred Stock (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) equals to ____,000 shares records of the Company’s Common Stock at an exercise price of $0.60 per share (the “Exercise Price”, if it serves as its own transfer agent). This Note shall be deemed automatically cancelled immediately upon such conversion.

Automatic Conversion. Subject to Section 5 below and, at the Company’s election and request, Holder’s reaffirmation (i) Each share 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) In the event of a next 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”), the principal amount on this Note Preferred Stock shall automatically be converted into shares of Class A Common, based on the applicable then-effective Conversion Price, immediately upon the earlier of (regardless of whether or not a) the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). 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 closing of the Company’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, that results in at an exercise price least $30,000,000 of $0.60 per share gross proceeds to the Company (the a “Exercise PriceQualified Public Offering”) This Note or (b) the date, or the occurrence of an event, specified by vote or written consent or agreement of the holders of a majority of the then outstanding shares of Preferred Stock, voting as a single class on an as-converted basis); provided, however, that (1) if such automatic conversion is in connection with or in contemplation of a Liquidation Event in which the proceeds to which the holders of Series D Preferred Stock would be entitled pursuant to Section 2 hereof in respect of their shares of Series D Preferred Stock would be greater than the proceeds such holders would receive if all such shares of Series D Preferred Stock were converted to Class A Common immediately prior to such Liquidation Event, the Series D Preferred Stock shall not be deemed automatically cancelled so converted unless the holders of at least a majority of the outstanding shares of Series D Preferred Stock, voting as a separate class, shall have approved such conversion, (2) if such automatic conversion is in connection with or in contemplation of a Liquidation Event in which the proceeds to which the holders of Series C Preferred Stock would be entitled pursuant to Section 2 hereof in respect of their shares of Series C Preferred Stock would be greater than the proceeds such holders would receive if all such shares of Series C Preferred Stock were converted to Class A Common immediately upon prior to such Liquidation Event, the Series C Preferred Stock shall not be so converted unless the holders of at least a majority of the outstanding shares of Series C Preferred Stock, voting as a separate class, shall have approved such conversion, (3) if such automatic conversion is in connection with or in contemplation of a Liquidation Event in which the proceeds to which the holders of Series B-2 Preferred Stock would be entitled pursuant to Section 2 hereof in respect of their shares of Series B-2 Preferred Stock would be greater than the proceeds such holders would receive if all such shares of Series B-2 Preferred Stock were converted to Class A Common immediately prior to such Liquidation Event, the Series B-2 Preferred Stock shall not be so converted unless the holders of at least a majority of the outstanding shares of Series B-2 Preferred Stock, voting as a separate class, shall have approved such conversion, (4) if such automatic conversion is in connection with or in contemplation of a Liquidation Event in which the proceeds to which the holders of Series B-1 Preferred Stock would be entitled pursuant to Section 2 hereof in respect of their shares of Series B-1 Preferred Stock would be greater than the proceeds such holders would receive if all such shares of Series B-1 Preferred Stock were converted to Class A Common immediately prior to such Liquidation Event, the Series B-1 Preferred Stock shall not be so converted unless the holders of at least a majority of the outstanding shares of Series B-1 Preferred Stock, voting as a separate class, shall have approved such conversion, (5) if such automatic conversion is in connection with or in contemplation of a Liquidation Event in which the proceeds to which the holders of Series B Preferred Stock would be entitled pursuant to Section 2 hereof in respect of their shares of Series B Preferred Stock would be greater than the proceeds such holders would receive if all such shares of Series B Preferred Stock were converted to Class A Common immediately prior to such Liquidation Event, the Series B Preferred Stock shall not be so converted unless the holders of at least a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class, shall have approved such conversion, and (6) if such automatic conversion is in connection with or in contemplation of a Liquidation Event in which the proceeds to which the holders of Series A Preferred Stock would be entitled pursuant to Section 2 hereof in respect of their shares of Series A Preferred Stock would be greater than the proceeds such holders would receive if all such shares of Series A Preferred Stock were converted to Class A Common immediately prior to such Liquidation Event, the Series A Preferred Stock shall not be so converted unless the holders of at least a majority of the outstanding shares of Series A Preferred Stock, voting as a separate class, shall have approved such conversion. As a condition precedent to the issuance Each share 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) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, Class F Common shall automatically be converted into shares of Class A Common, based on the applicable then-effective Conversion Price, immediately upon the date, or the occurrence of an event, specified by vote or written consent or agreement of the holders of a majority of the then outstanding shares of Class F Common. (regardless ii) Any shares of whether or not Class F Common purchased by an investor of the Note is surrendered Company in connection with an Equity Financing (as defined below) shall, subject to Payor) the approval of the Board, automatically be converted immediately prior to such transfer into the number of shares (the “Company’s Sale Stock”) equals to ____,000 shares of the series of Preferred Stock of the Company sold in the Equity Financing at the then-effective Class F Common Conversion Rate; provided that such investor must purchase such shares of Class F Common for the same price as the shares of Preferred Stock sold in such Equity Financing. Unless waived by all holders of Class F Common then outstanding, the Company shall provide a notice to each holder of Class F Common of an expected closing of an Equity Financing summarizing the material terms of such Equity Financing at least five (5) business days prior to the initial closing of such Equity Financing. For purposes of this Section, “Equity Financing” shall mean an equity financing of the Company in which the Company sells at least $1,000,000 worth of a newly created series of Preferred Stock 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 conversion.

Automatic Conversion. Subject to Section 5 below and, at the Company’s election and request, Holder’s reaffirmation Each share 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) Series B Preferred shall automatically be converted into shares of Common Stock at the then effective Conversion Rate of such stock (i) immediately prior to the closing of the first firmly underwritten public offering of Common Stock of the Corporation that occurs after March [__], 2000 and that is pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission (or any other federal agency at the time administering the Securities Act of 1933, as amended (the "Act")) under the Act, covering the offer and sale of Common Stock to the public at a public offering price per share (before deductions for underwriter commissions and expenses) of not less than four times the then prevailing Conversion Price and that results in proceeds to the Corporation (before deduction for underwriter commissions and expenses) of at least $10,000,000 (a "Qualified Offering"), and (ii) upon the conversion of a number of shares of Series B Preferred which when added to all shares of Series B Preferred previously converted at any time equals at least 60% of the number of shares of common stock as follows: (a) In the event of Series B Preferred issued pursuant to a next 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) Securities Purchase Agreement (the “Next Equity Financing”)"Securities Purchase Agreement") dated March [__], 2000 between the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”)Corporation and Pangea Internet Advisors LLC. Any accrued interest outstanding at the time of the conversion Upon such automatic conversion, any declared but unpaid dividends shall be paid in cash by accordance with the Companyprovisions of Section 4(c). 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 conversion. As a condition precedent to the 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) In the event of the “Company’s Sale”, defined below, at automatic conversion of the option of PayorSeries B Preferred upon a Qualified Offering, the principal hereunder andperson(s) entitled to receive the Common Stock issuable upon such conversion of Series B Preferred shall not be deemed to have converted such Series B Preferred until immediately prior to the closing of such sale of securities. Notwithstanding the foregoing provisions of this Section 4(b), at the option no automatic conversion of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) equals to ____,000 shares of the Company’s Common Stock at an exercise price of $0.60 per share (the “Exercise Price”). This Note Series B Preferred shall be deemed automatically cancelled immediately upon effected unless and until such conversionconversion will not violate any laws, rules, regulations, orders or other legal requirements of any governing body or until the Charter Amendment shall have occurred, and such automatic conversion shall be held in abeyance pending compliance with any such requirements, provided that the holders of Series B Preferred will use their best efforts to comply with such requirements.

Automatic Conversion. Subject to Section 5 below andEach share of Class B Common Stock shall automatically, at without further action by the Company’s election and requestCorporation or such holder, 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 one (1) fully paid and nonassessable share of Class A Common Stock immediately prior to the 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 date is equal to less than thirty percent (30%) of the aggregate number of shares of common stock as follows: (a) In Common Stock and Preferred Stock outstanding on the event last day of a next equity financing by the Company in one transaction or series immediately preceding fiscal quarter of related transactions which raises an aggregate amount of at least One Million Five Hundred Thousand Dollars ($1,500,000) the Corporation (the “Next Equity FinancingMeasurement Date” and such conversion, the “Automatic Conversion”); provided that, if Netmarble has delivered an “Exercise Notice” to purchase shares of Common Stock of the Corporation or has notified the Corporation of an intention to purchase “Financing Securities”, in either 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 “Stockholders Agreement”), but such purchase has not yet occurred for any reason other than the principal amount on this Note failure of Netmarble or any of its Affiliates to consummate such purchase when required, the Measurement Date shall automatically instead be converted the earliest to occur of (regardless i) the closing of whether such purchase and (ii) such time as Netmarble or not any of its Affiliates have had the Note is surrendered opportunity to Payor) into consummate such purchase pursuant to the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding at the time terms of the conversion Stockholders Agreement and failed to do so. If the Corporation has reason to believe that an Automatic Conversion has occurred, the Corporation shall provide notice of the Automatic Conversion of shares of Class B Common Stock pursuant to this Section 2 of Article V to record holders of such shares of Class B Common Stock as soon as practicable following the Automatic Conversion. Such notice shall be paid in cash provided by any means then permitted by the CompanyGeneral Corporation Law; provided, however, that no failure to give such notice nor any defect therein shall affect the validity of the Automatic Conversion. This Note Upon and after the Automatic Conversion, the Person registered on the Corporation’s books as the record holder of the shares of Class B Common Stock so converted immediately prior to the Automatic Conversion shall convert into be registered on the number Corporation’s books as the record holder of the shares of Class A Common Stock issued upon Automatic Conversion of such 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 at the time of the “Next Equity Financing” equals to ___,000 Class B Common Stock so converted as holders of shares of the Company’s Class B Common Stock at an exercise price of $0.60 per share (the “Exercise Price”) This Note shall cease, and such holders shall be deemed automatically cancelled immediately upon treated for all purposes as having become the record holders of such conversion. As a condition precedent to the 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) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) equals to ____,000 shares of the Company’s Class A Common Stock at an exercise price into which such shares of $0.60 per share (the “Exercise Price”). This Note shall be deemed automatically cancelled immediately upon such conversion.Class B Common Stock were converted pursuant to this Section 2 of Article V.

Automatic Conversion. Subject to Section 5 below and, at At the Company’s election and request, Holder’s reaffirmation closing date of Holder’s representations and warranties under Section 3 of the Convertible Note Purchase Agreementa Going Public Transaction, the entire principal amount of outstanding under this Note (and all interest accrued on this Note at the option of the Payorand unpaid interest) shall be automatically converted into the number of shares of common stock as follows: (a) In the event of a next 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 FinancingCommon Stock”)) of the Public Company at a conversion price per share equal to the Automatic Conversion Price. For purposes hereof, (i) a “Going Public Transaction” shall mean (A) an initial public offering (the “IPO”) of Common Stock by Ensysce, or (B) a merger, acquisition, reorganization or similar transaction (a “Reverse Merger”) that results in the holders of Ensysce common stock holding Listed Shares of the Public Company; (ii) the “Public Company” shall mean (A) in the case of an IPO, Ensysce; and (B) in the case of a Reverse Merger, the principal amount on this Note shall automatically be converted (regardless of whether or not party to the Note is surrendered to Payor) into the equity securities Reverse Merger whose shares are issued in the Payor’s Next Equity Financing Reverse Merger and which shares comprise Listed Shares; (the iii) “Next Equity Financing Stock”). Any accrued interest outstanding at the time Listed Shares” shall mean shares of equity securities of the conversion Public Company that are traded on a recognized U.S. securities trading market or exchange; (iv) “Automatic Conversion Price” shall mean a price per share equal to the lesser of (A) the Maximum Agreed Per Share Price, or (B) the Agreed EVPS; (v) “Maximum Agreed Per Share Price” shall mean, subject to adjustment as provided in Section 6 hereof, $0.25 per share; (vi) “Agreed EVPS” shall mean the Enterprise Value per share of the Public Company’s common stock as measured on the Measurement Date; (vii) “Enterprise Value” shall mean, with respect to the Public Company and as measured on the Measurement Date, the Market Capitalization + Debt + Preferred Stock - Cash and Cash Equivalents; provided, that for purposes of computing Agreed EVPS, Enterprise Value shall not exceed $55,000,000; (viii) “Market Capitalization” shall mean, as of the Measurement Date, the total number of issued and outstanding shares of common stock of the Company multiplied by (A) in the case of an IPO, the price of the Listed Shares sold in the IPO, and (B) in the case of a Reverse Merger, the closing price of the Public Company’s common stock on the Principal Market; (ix) “Measurement Date” shall mean (A) in the case of an IPO, the closing date of the IPO, and (B) in the case of a Reverse Merger, the first trading day, on which the Common Stock trades on the Principal Market, closing after the public announcement of completion of the Reverse Merger (for clarity, if the Reverse Merger is announced during a trading day but before the close of the trading market on that day, the day of such announcement shall be paid in cash by the Company. This Note Measurement Date; if the Reverse Merger is announced after the close of a trading, the following trading day shall convert into be the number of shares at Measurement Date); and (xi) “Principal Market” shall mean the time of principal U.S. stock exchange or over-the-counter market on which the “Next Equity Financing” equals to ___,000 shares of the Company’s Common Stock at an exercise price of $0.60 per share (trades on the “Exercise Price”) This Note shall be deemed automatically cancelled immediately upon such conversion. As a condition precedent to the 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) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) 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 conversion.Measurement Date;