Common use of Automatic Conversion Clause in Contracts

Automatic Conversion. Prior to the Stockholder Approval, the Series A Preferred Stock shall not be convertible. Upon the Stockholder Approval, the shares of Series A Preferred Stock then outstanding shall automatically convert, without any action on the part of the Holder thereof and without payment of any additional consideration other than the payment of par value for the shares, into such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying the number of shares to be converted by the applicable Conversion Factor. The Corporation shall provide prompt written notice to the Holders of Series A Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive the shares of Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates.

Automatic Conversion. Prior (a) Subject to the Stockholder ApprovalConvertible Loan Notes having been converted in accordance with Condition 3, the Series A Preferred Stock shall not be convertible. Upon the Stockholder Approval, the shares of Series A Preferred Stock then outstanding shall automatically convert, without any action on the part principal amount of the Holder thereof and without payment of any additional consideration other than Convertible Loan Notes held by the payment of par value for Noteholders which remain outstanding at the shares, into such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying the number of shares to Automatic Conversion Date shall be converted by into Common Shares at the applicable Automatic Conversion Factor. The Corporation shall provide prompt written notice to the Holders of Series A Preferred Stock of Price (with any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive the shares of Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends interest on those Convertible Loan Notes to be paid to the date relevant Noteholders in cash (subject to any requirement to deduct or withhold amounts in respect of tax therefrom)). An Automatic Conversion Notice can only be served: (i) in connection with a public offering of the automatic Company’s shares on a recognized stock exchange (“IPO”) that raises a minimum of U.S.$100 million of gross proceeds with a price to the public per share in excess of the Automatic Conversion Price; or (ii) upon a Sale of the Company prior to the relevant Maturity Date or the Extended Maturity Date that results in net proceeds available for distribution per Common Share equal to or greater than the Automatic Conversion Price. Upon conversion. , such Common Shares shall be subject to the rights and obligations set forth in the Articles of Association. (b) The Corporation covenants that it will Automatic Conversion Notice shall: (i) require conversion into Common Shares of a Noteholder’s entire holding of Convertible Loan Notes; (ii) specify the nominal amount of Convertible Loan Notes held by each Noteholder which is subject to conversion into Common Shares as at all times reserve the Automatic Conversion Date in respect of such Convertible Loan Notes which are subject to conversion into Common Shares; and (iii) be duly completed and keep available out signed by the Company. (c) Within fifteen Business Days of its authorized the Automatic Conversion Date, the Company shall allot and unissued shares issue credited as fully paid to the Noteholders, the number of Common Stock for Shares to which each shall be entitled at the sole purpose of issuance upon conversion Automatic Conversion Price. Such allotment and issue shall be in full satisfaction and discharge of the Series A Preferred Stock, principal monies in respect of the Convertible Loan Notes so converted. Any accrued and unpaid interest on those Convertible Loan Notes shall be paid to the relevant Noteholders in cash (subject to any requirement to deduct or withhold amounts in respect of tax therefrom) prior to or at the same time as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares allotment and issue of the Common Stock as Shares referred to in this paragraph. (d) Not later than ten Business Days following the relevant allotment of Common Shares pursuant to Condition 4.1(c), the Company shall procure that registration in the register of members of Common Shares of the Company shall take place and shall send free of charge to the relevant Noteholder, a share certificate in respect of the relevant Common Shares. Entitlements to Common Shares shall be issuable upon rounded down and fractional entitlements satisfied in cash in the conversion manner prescribed by Condition 7.2 of the then outstanding shares of Series A Preferred Stockthis Schedule 2. The Corporation covenants that all shares of Common Stock that Cash entitlements to less than U.S.$500 shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid disregarded and nonassessable. The issuance of certificates for shares of the not paid. (e) Common Stock Shares issued to a Noteholder on conversion of the Series A Preferred Stock Convertible Loan Notes shall rank equally in all respects with the other then existing Common Shares on and from the date of allotment and such Common Shares shall be made without charge entitled to any Holder for any documentary stamp or similar taxes that may be all dividends and other distributions attaching to the Common Shares which are declared and payable in respect after the date of the issue or delivery allotment of such certificatesCommon Shares. (f) In this Condition 4.1, unless the context otherwise requires the following expressions shall have the following meanings: Automatic Conversion Date means the date on which an Automatic Conversion Notice is served by the Company;

Automatic Conversion. Prior (a) Subject to early repayment of the Stockholder ApprovalConvertible Loan Notes in accordance with Condition 2 or conversion in accordance with Condition 3, the Series A Preferred Stock shall not be convertible. Upon the Stockholder Approval, the shares of Series A Preferred Stock then outstanding shall automatically convert, without any action on the part principal amount of the Holder thereof and without payment of any additional consideration other than Convertible Loan Notes held by the payment of par value for Noteholders which remain outstanding at the shares, into such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying the number of shares to Automatic Conversion Date shall be converted by into Common Shares at the applicable Automatic Conversion Factor. The Corporation shall provide prompt written notice to the Holders of Series A Preferred Stock of Price (with any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive the shares of Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends interest on those Convertible Loan Notes to be paid to the date relevant Noteholders in cash (subject to any requirement to deduct or withhold amounts in respect of tax therefrom)). An Automatic Conversion Notice can only be served: (i) in connection with a public offering of the automatic Company’s shares on a recognized stock exchange (“IPO”) that raises a minimum of US$100 million of gross proceeds with a price to the public per share in excess of the Conversion Price (a “Qualifying IPO”); or (ii) upon a Sale of the Company prior to the Maturity Date (including an Extended Maturity Date) that results in net proceeds available for distribution per Common Share equal to or greater than the Conversion Price. Upon conversion. , such Common Shares shall be subject to the rights and obligations set forth in the Articles of Association. (b) The Corporation covenants that it will Automatic Conversion Notice shall: (i) require conversion into Common Shares of a Noteholder’s entire holding of Convertible Loan Notes; (ii) specify the nominal amount of Convertible Loan Notes held by each Noteholder which is subject to conversion into Common Shares as at all times reserve the Automatic Conversion Date in respect of such Convertible Loan Notes which are subject to conversion into Common Shares; and (iii) be duly completed and keep available out signed by the Company. (c) Within fifteen Business Days of its authorized the Automatic Conversion Date, the Company shall allot and unissued shares issue credited as fully paid to the Noteholders, the number of Common Stock for Shares to which each shall be entitled at the sole purpose of issuance upon conversion Automatic Conversion Price. Such allotment and issue shall be in full satisfaction and discharge of the Series A Preferred Stock, as herein provided, free from preemptive rights principal monies in respect of the Convertible Loan Notes so converted. Any accrued and unpaid interest on those Convertible Loan Notes shall be paid to the relevant Noteholders in cash (subject to any requirement to deduct or any other actual contingent purchase rights withhold amounts in respect of Persons other than tax therefrom) prior to the Holders, not less than such aggregate number of shares allotment and issue of the Common Stock as Shares referred to in this paragraph. (d) Not later than ten Business Days following the relevant allotment of Common Shares pursuant to Condition 4.1(c), the Company shall procure that registration shall take place and shall send free of charge to the relevant Noteholder, a share certificate in respect of the relevant Common Shares. Entitlements to Common Shares shall be issuable upon rounded down and fractional entitlements satisfied in cash in the conversion manner prescribed by Condition 7.2 of the then outstanding shares of Series A Preferred Stockthis Schedule 2. The Corporation covenants that all shares of Common Stock that Cash entitlements to less than US$500 shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid disregarded and nonassessable. The issuance of certificates for shares of the not paid. (e) Common Stock Shares issued to a Noteholder on conversion of the Series A Preferred Stock Convertible Loan Notes shall rank equally in all respects with the other then existing Common Shares on and from the date of allotment and such Common Shares shall be made without charge entitled to any Holder for any documentary stamp or similar taxes that may be payable in respect all dividends and other distributions attaching to the Common Shares arising on and from the date of the issue or delivery allotment of such certificatesCommon Shares. (f) In this Condition 4.1, unless the context otherwise requires the following expressions shall have the following meanings: Automatic Conversion Date means the date on which an Automatic Conversion Notice is served by the Company;

Automatic Conversion. Prior (i) Upon the earlier of (x) immediately prior to the Stockholder Approval, consummation of a Qualified IPO and (y) the Series A Preferred Stock shall not be convertible. Upon receipt of the Stockholder Approval, approval of the shares holders of Series A Preferred Stock 66 2/3% of the then outstanding shall automatically convertPreference Shares (each an (“Automatic Conversion Date”), without any action on the part all of the Holder thereof and without payment of any additional consideration other than Preference Shares shall be automatically converted into the payment of par value for the shares, into such number of fully paid and nonassessable whole shares non-assessable Ordinary Shares equal to the product of Common Stock as is obtained by multiplying (1) the number of shares to be converted Preference Shares being converted, multiplied by (2) the applicable Conversion Factor. The Corporation shall provide prompt written notice to Ratio calculated as of the Holders of Series A Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such automatic conversion and the register of members of the Company shall be updated to reflect the conversion. From At the option of the Company, any accrued and after unpaid dividends as of the Automatic Conversion Date in respect to the Preference Shares being converted shall (i) be added to the Accreted Value, (ii) be paid in cash to the holder of such Preference Shares or (iii) be paid in cash or added to the Accreted Value in any conversion effected combination thereof. For the avoidance of doubt, for purposes of calculating the Conversion Ratio in connection with any automatic conversion, the Accreted Value of the Preference Shares that are being converted shall include the amount of any dividends which have been accreted, compounded and added to the Preference Share Issue Amount pursuant to this Section 6, the Holders clause (b) of the Series A Preferred Stock definition of “Accreted Value” through the last Dividend Payment Date. (ii) Immediately upon conversion as provided in clause 13(b)(i), each holder of Preference Shares shall have be registered in the right to receive Company’s register of members as the shares holder of Common Stock to which they are entitled upon surrender record of the certificate or Ordinary Shares issuable upon conversion of such holder’s Preference Shares, notwithstanding that certificates representing evidencing the shares Ordinary Shares shall not then actually be delivered to such person. Upon written notice and instructions from the Company, each holder of Series A Preferred Stock Preference Shares so converted shall promptly surrender to the Corporation Company at its principal office place of business (or at such other office or agency of the Corporation Company as the Corporation Company may designate by such notice in writing to the Holders holders of Preference Shares) certificates representing the Series A Preferred Stock) along with a check for the par value of the sharesPreference Shares so converted. Upon As promptly as practicable after such surrenderconversion, the Corporation Company shall pay deliver to the Holder in cash all accrued and unpaid Series A Dividends to holder of such Preference Shares so surrendered, certificate(s) evidencing the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of the Common Stock on conversion of the Series A Preferred Stock shall non-assessable Ordinary Shares into which such Preference Shares are entitled to be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatesconverted.

Automatic Conversion. Prior Subject to the Stockholder Approvalterms and conditions of this Deposit Agreement and the Authorizing Resolutions, on the Series A Automatic Conversion Date all outstanding shares of Convertible Preferred Stock represented by the Depositary Shares shall be converted into shares of Class A Common Stock (and cash in lieu of fractional shares of Class A Common Stock) at the conversion rate then in effect in respect of the Convertible Preferred Stock determined in accordance with the Authorizing Resolutions and as set forth in a written notice to be delivered to the Depositary from time to time by the Company pursuant to the Authorizing Resolutions. The Depositary shall, as directed by the Company, mail, first class postage prepaid, notice of such Automatic Conversion, not less than five and not more than 15 days prior to the Automatic Conversion Date. Such notice shall be convertiblemailed to each holder of Depositary Shares as evidenced by receipts at the address of such holder as the same appears on the records of the Depositary at the close of business on the second Business Day immediately preceding the date on which the mailing of such notices is commenced; but neither the failure to mail any such notice to one or more holders nor any defect in any notice shall affect the sufficiency of the proceedings for Automatic Conversion. Upon The Company shall provide the Stockholder ApprovalDepositary with such notice, and each such notice shall state: (i) the Automatic Conversion Date; (ii) that all outstanding shares of Convertible Preferred Stock represented by the Depositary Shares on the Automatic Conversion Date will be automatically converted into shares of Class A Common Stock and the conversion rate at which such Automatic Conversion shall occur; (iii) the amount of accrued and unpaid dividends, if any, payable with respect to each Depositary Share representing the shares of Series A Convertible Preferred Stock then outstanding to be so converted and the amount of such dividends that will be paid in cash and/or in shares of Class A Common Stock; (iv) the place or places where Receipts to be so converted are to be surrendered for conversion; and (v) such additional information as the Company in its discretion deems appropriate. The Company shall automatically convertmake such arrangements as it deems appropriate for the issuance of certificates, without if any, representing shares of Class A Common Stock (both for purposes of the automatic conversion of shares of Convertible Preferred Stock and for purposes of any action dividend payment by the Company of shares of Class A Common Stock in respect of accrued and unpaid dividends on the part Convertible Preferred Stock, in each case in accordance with the Authorizing Resolutions), and for any payment of cash in respect of accrued and unpaid dividends on the Convertible Preferred Stock or cash in lieu of fractional shares, if any, in each case in accordance with the Authorizing Resolutions, in exchange for and contingent upon the surrender of Receipts. Following the Automatic Conversion Date and receipt by the Depositary of the Holder thereof and without payment Company’s notice as provided above in the second paragraph of any additional consideration other than this Section 2.05, upon receipt by the payment Depositary of par value a Receipt surrendered in accordance with this Section 2.05, the Depositary shall (a) give written notice to the transfer agent for the shares, into such number Convertible Preferred Stock of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying the number of shares to be converted by the applicable Conversion Factor. The Corporation shall provide prompt written notice to the Holders of Series A Convertible Preferred Stock of any represented by Depositary Shares as evidenced by such Receipt surrendered for conversion effected pursuant to this Section 6 but in no event more than two Business Days after and the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive the shares of Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Class A Common Stock as shall to be issuable delivered upon the conversion of the then outstanding such shares of Series A Convertible Preferred Stock. The Corporation covenants that all Stock and the amount of immediately available funds, if any, to be delivered to the holders of the Depositary Shares as evidenced by Receipts in payment in lieu of any fractional shares of Class A Common Stock that otherwise issuable, (b) cancel the Depositary Share certificate representing the Receipts surrendered to the Depositary, or, if a Registrar for Depositary Shares certificates (other than the Depositary) shall have been appointed, cause such Registrar to cancel such Depositary Share certificate as evidenced by such Receipts, and (c) deliver to the transfer agent for the Convertible Preferred Stock or any other authorized agent of the Company (as specified in writing by the Company) certificates for the Convertible Preferred Stock represented by such Depositary Shares as evidenced by the Receipts, which such certificates shall thereupon be so issuable cancelled by the transfer agent or other authorized agent. As promptly as practicable after such transfer agent or other authorized agent of the Company has received such certificates from the Depositary, (a) the Company shall cause to be furnished to the Depositary a certificate or certificates evidencing such number of shares of Class A Common Stock, and such amount of immediately available funds, if any, in lieu of receiving fractional shares, and as determined by the Company to be necessary and as specified in writing by the Company, and (b) subject to the next succeeding sentence, the Depositary is hereby authorized and instructed to, and shall, upon issuedeliver at its Depositary’s Office or such other offices as the Depositary may from time to time designate, be duly authorized, validly issued, fully paid and nonassessable. The issuance (i) a certificate or certificates evidencing the number of certificates for shares of the Class A Common Stock on conversion into which the Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted, and as provided by the Company (both for purposes of the Series A Automatic Conversion of shares of Convertible Preferred Stock shall be made without charge to and for purposes of any Holder for any documentary stamp or similar taxes that may be payable dividend payment by the Company of shares of Class A Common Stock in respect of accrued and unpaid dividends on the issue or Convertible Preferred Stock, in each case in accordance with the Authorizing Resolutions) and (ii) cash, as determined and specified in writing by the Company (x) in lieu of receiving fractional shares of Class A Common Stock in accordance with Section 2.08 and (y) in an amount equal to any accrued and unpaid dividends on the shares of Convertible Preferred Stock then outstanding, in each case determined by the Company (with a copy of such determination to the Depositary) in accordance with the provisions of the Authorizing Resolutions. Delivery of Class A Common Stock and other property may be made by the delivery of certificates and other proper documents of title, which, if required by law, shall be properly endorsed or accompanied by proper instruments of transfer. If such certificatesdelivery is to be made otherwise than at the Depositary’s Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder surrendering Receipts, and for the account of such holder, to such place designated in writing by such holder.

Automatic Conversion. Prior (i) Without any action being required by the holder of such share and whether or not the certificates representing such share are surrendered to the Stockholder ApprovalCompany or its transfer agent, all of the Preferred Shares shall automatically be converted into Common Shares based on the then-effective applicable Conversion Price immediately prior to the closing of a Qualified IPO in accordance with this Article 6A(iii)(4). Without limiting the application of the foregoing, all Series E Preferred Shares or Series D Preferred Shares or Series C Preferred Shares or Series B Preferred Shares or Series A Preferred Stock Shares shall also automatically be converted into Common Shares based on the then-effective applicable Conversion Price on the date specified by a written consent signed by the holders representing a majority of the then outstanding Series E Preferred Shares or Series D Preferred Shares or Series C Preferred Shares or Series B Preferred Shares or Series A Preferred Shares. (ii) The Company shall not be convertible. Upon obligated to issue certificates for any Common Shares issuable upon the Stockholder Approval, the shares of Series A Preferred Stock then outstanding shall automatically convert, without any action on the part of the Holder thereof and without payment automatic conversion of any additional consideration other than Preferred Shares unless the payment of par value certificate or certificates evidencing such Preferred Shares is either delivered as provided below to the Company or any transfer agent for the sharesPreferred Shares, into or the holder of such number Preferred Shares notifies the Company or its transfer agent that such certificate has 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 certificate. The Company shall, as soon as practicable after receipt of fully paid certificates for Preferred Shares, or satisfactory agreement for indemnification in the case of a lost certificate, promptly record such conversion in its register of Members and nonassessable whole shares of Common Stock as is obtained issue and deliver to the Preferred Shareholder thereof at the address specified by multiplying such Preferred Shareholder a certificate or certificates for the number of shares Common Shares to which the Preferred Shareholder is entitled. No fractional Common Shares shall be issued upon conversion of the Preferred Shares, and the number of Common Shares to be converted by the applicable Conversion Factor. The Corporation so issued to a Preferred Shareholder of converting Preferred Shares (after aggregating all fractional Common Shares that would be issued to such Preferred Shareholder) shall provide prompt written notice be rounded to the Holders nearest whole share (with one-half being rounded upward). Any Person entitled to receive Common Shares issuable upon the automatic conversion of Series A the Preferred Stock Shares shall be treated for all purposes as the record holder of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after such Common Shares on the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive the shares of Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates.

Automatic Conversion. Prior to Upon the Stockholder ApprovalEffective Date of the Reverse Split (the “Automatic Conversion Date”), the each share of Series A C Preferred Stock shall not be convertible. Upon the Stockholder Approval, the will automatically convert into shares of the Corporation’s post-Reverse Split Common Stock (the “Automatic Conversion”), at the rate of Nine (9) post-Reverse Split share of the Company’s Common Stock for each One (1) share of Series A C Preferred Stock then outstanding shall automatically convertheld by each Holder of Series C Preferred (the “Conversion Rate”), without any required action on by the part Holder thereof. As soon as practicable after the Automatic Conversion, each stock certificate (if any) evidencing ownership of the Series C Preferred shares (the “Series C Preferred Stock Certificate(s)”), shall be surrendered to the Corporation for exchange by the Holders thereof. Upon receipt of the Series C Preferred Stock Certificates, duly endorsed, or certifications confirming the ownership of such Series C Preferred Stock, the Corporation (itself, or through its transfer agent) shall promptly issue to the exchanging Holder thereof and without payment of any additional consideration other than the payment of par value for the shares, into such that number of fully paid and nonassessable whole shares of Common Stock issuable upon conversion of such shares of Series C Preferred Stock being converted, under the Conversion Rate (the “Conversion Shares”). All Common Stock issued to the exchanging Holder will be issued as is obtained by multiplying Restricted Shares. In the number event that the Series C Preferred Stock Certificates are not surrendered to the Corporation within Five (5) Business Days of shares to be converted the Automatic Conversion Date, each Series C Preferred Stock Certificate shall automatically, and without any required action by the applicable Holders thereof be cancelled and terminated and the Conversion Factor. The Corporation Shares shall provide prompt written notice be issued to the Holders of Series A Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the prior Holders of the Series A C Preferred Stock shall have Certificates pursuant to and in connection with the right Conversion Rate and mailed to receive such Holders at their address of record as provided by such Holders to the shares of Corporation. All Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted issued to the Corporation at its principal office (or such other office or agency of the Corporation exchanging Holder will be issued as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the Restricted shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates.

Automatic Conversion. Prior (a) Subject to the Stockholder ApprovalSection 11, a share of the Series A C Preferred Stock shall not be convertible. Upon the Stockholder Approval, the shares of Series A Preferred Stock then outstanding shall automatically convertconverted, without any action on the part of the Holder thereof and without payment of any additional consideration Corporation (other than the subsequent exchange of Series C Preferred Stock certificates for Ordinary Common Stock certificates or, in the case of uncertificated shares of Series C Preferred Stock, upon receipt of proper transfer instructions from the registered holder of the shares of Series C Preferred Stock or by his, her or its attorney lawfully constituted in writing, and upon payment of par value all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form), or any holder of the sharesSeries C Preferred Stock or any other Person, into such number of 1000 fully paid and nonassessable whole shares of Ordinary Common Stock as is obtained by multiplying upon a Third Party Transfer of such share. (b) In the number event of shares to be converted by the applicable Conversion Factor. The Corporation shall provide prompt written notice any automatic conversion pursuant to the Holders terms of Section 10(a), the conversion shall be deemed to have been effected upon such Third-Party Transfer (the “Series A C Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversionAutomatic Conversion Time”). From and after any conversion effected pursuant to this Section 6, the Holders of At the Series A C Preferred Stock shall have the right to receive the shares of Common Stock to which they are entitled upon surrender of Automatic Conversion Time, the certificate or certificates representing that represented the shares of Series A C Preferred Stock that were so converted immediately prior to such conversion (the “Converted Series C Preferred Stock”) shall, automatically and without further action, represent 1000 fully paid and non-assessable shares of Ordinary Common Stock per share of Series C Preferred Stock. Permitted Holders of the Converted Series C Preferred Stock shall deliver their certificates, duly endorsed in blank or accompanied by proper instruments of transfer, in form reasonably satisfactory to the Corporation at its Corporation, duly executed by such Permitted Holder or such Permitted Holder’s authorized attorney to the principal office of the Corporation (or such other office or agency (including the transfer agent, if applicable) of the Corporation as the Corporation it may designate by notice in writing to the Holders registered Permitted Holder at the address of such Permitted Holder appearing on the books of the Series A Preferred Stock) along Corporation), together with a check written notice stating the name or names (with addresses) and denominations in which the certificate or certificates representing such shares of Ordinary Common Stock are to be issued and including instructions for the par value of the sharesdelivery thereof. Upon such surrenderdelivery, the Corporation or its agent shall pay promptly issue and deliver at such stated address to the Holder in cash all accrued and unpaid Series A Dividends to the date such holder of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Ordinary Common Stock for a certificate or certificates representing the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Ordinary Common Stock as to which such holder is entitled by reason of such conversion, and shall cause such shares of Ordinary Common Stock to be registered in the name of such holder. The Person entitled to receive the shares of Ordinary Common Stock issuable upon such conversion shall be issuable upon treated for all purposes as the conversion record holder of such shares of Ordinary Common Stock at and as of the then outstanding shares Series C Preferred Stock Automatic Conversion Time, and the rights of Series A Preferred Stock. The Corporation covenants that all shares such Person as a holder of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of the Common Series C Preferred Stock on conversion that have been converted shall cease and terminate at and as of the Series A C Preferred Stock shall be made Automatic Conversion Time, in each case without charge regard to any failure by such Permitted Holder for any documentary stamp to deliver the certificates or similar taxes that may be payable in respect of the issue or delivery of such certificatesnotice required by this Section.

Automatic Conversion. Prior to Upon the Stockholder Approvaloccurrence of the Conversion Date, the Series A each share of Convertible Preferred Stock shall not automatically be convertible. Upon the Stockholder Approval, the shares of Series A Preferred Stock then outstanding shall automatically convert, without any action on the part of the Holder thereof and without payment of any additional consideration other than the payment of par value for the shares, converted into such number of fully paid and nonassessable whole non-assessable shares of Class A Common Stock as is obtained determined by multiplying dividing the number Convertible Preferred Original Issue Price in respect of shares to be converted such share by the applicable Convertible Preferred Conversion FactorPrice in respect of such share in effect on the Conversion Date (without any further action by such Stockholders and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent). The In connection with any such conversion, the Corporation shall provide prompt written notice also pay (A) any accrued but unpaid Convertible Preferred Dividends on any shares of Convertible Preferred Stock being converted (including, without limitation, any Convertible Preferred Accreting Dividends not previously paid), which amounts shall be paid in cash out of funds legally available therefor if such payment would not violate any covenants imposed by agreements entered into in good faith governing the indebtedness of the Corporation and its subsidiaries, or, to the Holders extent not so permitted or so available, in shares of Series Class A Preferred Common Stock, based on the fair market value of such Common Stock at such time as reasonably determined in good faith by the Board of Directors as of the date of conversion, and (B) in cash, the value of any conversion effected pursuant fractional share of Class A Common Stock otherwise issuable to this Section 6 but any such Convertible Preferred Stockholder (based on the fair market value of such shares reasonably determined in no event more than two Business Days after good faith by the effective Board of Directors as of the date of conversion). Upon any such conversion. From and after any conversion effected pursuant to this Section 6, the Holders certificates of the Series A Convertible Preferred Stock shall have represent the right to receive the shares of Class A Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such and other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as shall be consideration issuable upon the conversion of such Stock. Convertible Preferred Stockholders shall surrender the then outstanding certificates representing such shares at the office of the Corporation or any transfer agent for such Stock. Thereupon, there shall be issued and delivered to such Stockholders promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Series Class A Common Stock into which the shares of Convertible Preferred StockStock surrendered were convertible on the date on which such automatic conversion occurred. The Corporation covenants that all shall not be obligated to issue certificates evidencing the shares of Class A Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of such conversion unless the certificates for evidencing such shares of the Common Stock on conversion of the Series A Convertible Preferred Stock shall be made without charge are either delivered to the Corporation or its transfer agent, or the Stockholder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any Holder for any documentary stamp or similar taxes that may be payable loss incurred by it in respect of the issue or delivery of connection with such certificates.

Automatic Conversion. Prior a. In the event that the Company completes an initial public offering (an “Offering”) of its common stock prior to the Stockholder ApprovalMaturity Date, the Series A Preferred Stock shall not be convertible. Upon outstanding principal amount of the Stockholder ApprovalLoan, together with any and all accrued but unpaid interest thereon (including default interest, if applicable) (collectively, the shares of Series A Preferred Stock then outstanding “Loan Balance”) shall automatically convertbe converted, without any further action on by the part of the Holder thereof and without payment of any additional consideration other than the payment of par value for the sharesLender, into such number of fully paid and nonassessable whole shares of Common Stock the Company’s common stock (the “Applicable Number”) as shall be determined by dividing the Loan Balance as of the day upon which the Offering is obtained completed by the Conversion Price. The Conversion Price shall be the amount determined by multiplying the number final price in such Offering by a factor of shares to be converted by the applicable Conversion Factorzero point seven five (0.75) . The Corporation shall provide prompt written notice to the Holders of Series A Preferred Stock of any shares issued upon conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right Loan Balance are referred to receive the shares of Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation herein as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation “Conversion Shares”. b. The Company shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued Common Stock such number of shares of Common Stock for as, in the sole purpose of issuance upon conversion judgment of the Series A Preferred StockCompany exercised in good faith, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as shall will be issuable upon sufficient to permit the conversion of the then Loan Balance. If at any time while the Note remains outstanding shares the Company does not have a sufficient number of Series A Preferred Stock. The Corporation covenants that all authorized and reserved shares of Common Stock that to satisfy its obligations pursuant to the preceding sentence, then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to comply with such obligations. c. Not later than ten (10) Business Days following completion of the Offering, and subject to the Lender having complied with its obligations pursuant to clause d. of this paragraph, the Company shall cause its transfer agent to issue the Applicable Number of Conversion Shares to the Lender. Unless otherwise directed by Lender, such shares shall be so issuable issued in book entry form, in the name of Lender, with the Lender’s address specified in paragraph 7.a. (or such other address as Lender shall have furnished to the Company). Upon issuance of the Applicable Number of Conversion Shares the Lender shall promptly surrender the Note to the Company. Issuance of the Applicable Number of Conversion Shares to the Lender shall fully discharge the obligations of the Company under the Note. d. If in connection with an underwritten Offering any other stockholders of the Company are required to enter into a lock-up agreement with respect to their shares in the Company, the Lender shall, upon issuerequest from the Company, be duly authorizedenter into a lock-up agreement, validly issuedon materially the same terms and conditions, fully paid and nonassessable. The issuance of certificates for shares of with respect to the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatesConversion Shares.

Automatic Conversion. Prior to (i) After completion of an underwritten public offering of the Stockholder ApprovalCorporation’s Common Stock yielding proceeds of at least $50,000,000 before deducting underwriters’ commissions and discounts and offering expenses, on the first day that the average Closing Price of the Corporation’s Common Stock over the Trading Days within the 90-day period immediately preceding such date is $15.00 or more per share (as adjusted for subsequent stock dividends, splits, combinations or similar events), each share of Series A B Preferred Stock shall not automatically be convertible. Upon the Stockholder Approval, the shares of Series A Preferred Stock then outstanding shall automatically convert, without any action on the part of the Holder thereof and without payment of any additional consideration other than the payment of par value for the shares, converted into such number of fully paid and nonassessable whole shares of Common Stock as is obtained determined by multiplying dividing (1) the number Series B Issue Price plus the amount of all accrued and unpaid Cumulative Dividends and any other accrued but unpaid dividends on such Series B Preferred Stock by (2) the Conversion Price at the time in effect for the Series B Preferred Stock. (ii) Upon the occurrence of the events specified in subsection (i) in Section 4(f) of this Article IV.B, the outstanding shares to be converted by the applicable Conversion Factor. The Corporation shall provide prompt written notice to the Holders of Series A Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A B Preferred Stock shall have be converted automatically into fully paid and nonassessable shares of Common Stock as set forth above without any further action by the right holders of such shares and whether or not the certificates representing such shares are surrendered to receive the Corporation or its transfer agent; provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series B Preferred Stock are either delivered to which they are entitled upon surrender 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 reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with the loss, theft or destruction of such certificates. Upon the occurrence of such automatic conversion of the Series B Preferred Stock, (x) the Corporation shall notify (the “Automatic Conversion Notice”) each holder of Series B Preferred Stock who is shown to be such a holder on the books of the Corporation as of the time immediately prior to such conversion and (y) the holders of Series B Preferred Stock shall surrender the certificates representing such shares at the office of the Corporation or any transfer agent for the Series B Preferred Stock, which shall be designated in the Automatic Conversion Notice. 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 representing the shares number of Series A Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for into which the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of the Common Stock on conversion of the Series A B Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of surrendered were convertible on the issue or delivery of date on which such certificatesautomatic conversion occurred.

Automatic Conversion. Prior (1) The unpaid principal amount and accrued interest on this Note shall be automatically converted (the “Automatic Conversion”) into shares of the Company’s Series A Convertible Preferred Stock (“Series A Preferred Stock”) upon the filing with the Office of the Secretary of State of Nevada of a Certificate of Amendment to the Stockholder ApprovalArticles of Incorporation of the Company increasing the number of authorized shares of Preferred Stock of the Company, including the Series A Preferred Stock shall not be convertible(the “Effective Time”). Upon the Stockholder Approval, the The number of shares of Series A Preferred Stock then issuable upon Automatic Conversion of this Note shall be the number determined by dividing the outstanding shall automatically convertprincipal amount of this Note to be converted, without any action on plus the part of the Holder thereof and without payment amount of any additional consideration other than accrued but unpaid interest on this Note through the payment of par value for the sharesconversion date, into such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying the number of shares to be converted by the applicable Conversion Factor. The Corporation shall provide prompt written notice to the Holders of Series A Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6$10.00, the Holders Stated Value of the Series A Preferred Stock Stock. (2) Promptly following the Effective Time, the Company shall have the right to receive the shares of Common Stock to which they are entitled upon surrender send a written notice of the certificate Automatic Conversion of this Note to the holder of record of this Note by first class or registered mail, postage prepaid, at such holder's address last shown on the records of the Company. Upon receipt of any such notice, the holder of record shall surrender this Note to the Company for cancellation at the place designated in such notice, and shall thereafter receive certificates representing for the number of shares of Series A Preferred Stock so converted to which such holder is entitled. Following the Corporation at its principal office (or such other office or agency Effective Time, this Note shall be deemed to have been cancelled and all rights of the Corporation as Holder with respect to this Note shall terminate, except the Corporation may designate by notice in writing right, upon surrender of this Note, to the Holders of the Series A Preferred Stock) along with a check receive certificates for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shallinto which this Note has been converted, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to plus any Holder for any documentary stamp or similar taxes cash that may be payable in respect of any fraction of a share of Series A Preferred Stock otherwise issuable upon such conversion, unless the issue or delivery Company has elected to settle such fractional share by issuing one additional share of Series A Preferred Stock in lieu of such certificatescash payment. As soon as practicable after the Effective Time and the surrender of this Note, the Company shall cause to be issued and delivered to such holder, or on his, her or its written order, a certificate or certificates for the number of shares of Series A Preferred Stock issuable on such conversion in accordance with the provisions of this Note, together with the cash payment for any fractional share of Series A Preferred Stock otherwise issuable upon such conversion, unless the Company has elected to settle such fractional share by issuing one additional share of Series A Preferred Stock in lieu of such cash payment. (3) If there shall occur a “Fundamental Transaction” (as defined in Section D.3 below), the Holder of this Note will be entitled to receive the consideration such Holder would have received under the Certificate of Designation authorizing the issuance of the Series Preferred Stock as a holder of the number of shares of Series A Preferred Stock into which this Note would have been automatically converted into immediately prior to the occurrence of such Fundamental Transaction had that been the Effective Time. (4) Except as provided in the securities Purchase Agreement, each certificate for Conversion Shares shall bear a restrictive legend and any certificate issued at any time in exchange or substitution for any certificate bearing such legend, shall also bear such legend.

Automatic Conversion. Prior (i) Subject to Section 4(a), each share of Series A1 Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series A1 Preferred Conversion Price, immediately upon the transfer of such share by the original purchaser of such share from the Company to a transferee that is not a Purchaser or an Affiliate of a Purchaser (as such terms are defined in the Preferred Stock Purchase Agreement, dated as of June 20, 1999, between the Company and the Purchasers named therein). Upon such automatic conversion, any accrued but unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Subject to Section 4(a), upon the occurrence of the event specified in Section 4(k)(i) above, the applicable shares of Series A1 Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Stockholder ApprovalCompany or its transfer agent; provided, however, that the Series A Preferred Stock Company shall not be convertible. Upon the Stockholder Approval, the shares of Series A Preferred Stock then outstanding shall automatically convert, without any action on the part of the Holder thereof and without payment of any additional consideration other than the payment of par value for the shares, into such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying the number of shares obligated to be converted by the applicable Conversion Factor. The Corporation shall provide prompt written notice to the Holders of Series A Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A1 Preferred are either delivered to which they are entitled upon surrender 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 A1 Preferred, the holders of Series A1 Preferred shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A1 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 representing for the number of shares of Common Stock into which the shares of Series A A1 Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to surrendered were convertible on the date of the on which such automatic conversion. The Corporation covenants that it will at all times reserve conversion occurred, and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as accrued but unpaid dividends shall be issuable upon paid in accordance with the conversion provisions of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatesSection 4(d).

Automatic Conversion. Prior (a) All outstanding shares of Series A Preferred Stock shall be deemed automatically converted into shares of Common Stock at the then effective applicable Conversion Price upon the effective date of a registration statement covering the public offering by the Corporation of its Common Stock under the Securities Act of 1933, as amended (“Securities Act”) on a fully underwritten, firm commitment basis, where the aggregate net proceeds to the Stockholder ApprovalCorporation (after deduction of underwriting discounts and commissions) is not less than $15,000,000 and the per share sales price of such securities equals or exceeds $7.00 (such amount to be equitably adjusted upon the occurrence of any stock split, stock dividend, combination, reclassification or other similar event) (an “Automatic Conversion Event”). On or after the date of occurrence of an Automatic Conversion Event, and in any event within 10 days after receipt of notice, by mail, postage prepaid from the Corporation of the occurrence of such event, each holder of record of shares of Series A Preferred Stock shall surrender such holder’s certificates evidencing such shares at the principal office of the Corporation or at such other place as the Corporation shall designate, and shall thereupon be entitled to receive certificates evidencing the number of shares of Common Stock into which such shares of Series A Preferred Stock are converted and cash as provided in subsection 4.2.5.(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Series A Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Series A Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Series A Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be convertible. Upon actually delivered to such holder. (b) All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the Stockholder Approvalprovisions hereof shall, from and after the date such certificates are so required to be surrendered, be deemed to have been retired and cancelled and the shares of Series A Preferred Stock then outstanding shall automatically convert, without any action on the part of the Holder thereof and without payment of any additional consideration other than the payment of par value for the shares, represented thereby converted into such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying the number of shares to be converted by the applicable Conversion Factor. The Corporation shall provide prompt written notice to the Holders of Series A Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive the shares of Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for all purposes, notwithstanding the sole purpose of issuance upon conversion failure of the Series A Preferred Stock, as herein provided, free from preemptive rights holder or any other actual contingent purchase rights of Persons other than the Holders, not less than holders thereof to surrender such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge or prior to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatesdate.

Automatic Conversion. Prior (1) The Series A Preferred Stock will be automatically converted into shares of Common Stock (i) in the event of (A) any consolidation or merger of the Corporation with or into any other unrelated corporation or other entity in which the Corporation is not the surviving entity, or any other corporate reorganization or transaction or series of related transactions by the Corporation in which in excess of 75% of the Corporation's voting power is transferred to an unrelated person or entity, or (B) a sale or other disposition of all or substantially all of the Stockholder Approvalassets of the Corporation (any such event in (A) or (B), a "Merger Transaction") or (ii) upon receipt by the Corporation of a written notice from the holders of a Supermajority of the Series A Preferred Stock shall not be convertible. electing to convert their shares of Series A Preferred Stock. (2) Upon the Stockholder Approvaloccurrence of any of the events specified in paragraph (d)(1) above, the outstanding shares of Series A Preferred Stock then outstanding shall be converted automatically convert, without any further action on the part of the Holder thereof and without payment of any additional consideration other than the payment of par value for the shares, into such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying the number of shares to be converted by the applicable Conversion Factor. 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 provide prompt written notice not be obligated to the Holders of Series A Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive issue certificates evidencing the shares of Common Stock to which they are entitled issuable upon surrender of such conversion unless the certificate or certificates representing the evidencing such shares of Series A Preferred Stock so converted are either delivered to the Corporation at or its principal office (transfer agent as provided below, or such other office or agency of the holder thereof notifies the Corporation as or its transfer agent that such certificates have been lost, stolen, mutilated or destroyed and executes an agreement satisfactory to the Corporation may designate to indemnify the Corporation from any loss incurred by notice it in writing to the Holders of the Series A Preferred Stock) along connection with a check for the par value of the sharessuch certificates. Upon the occurrence of such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights the holders of Series A Preferred Stock shall surrender the certificates representing such shares at the office of the Corporation or any other actual contingent purchase rights of Persons other than transfer agent for the Holders, not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all 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 that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance into which the share of certificates for shares of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of surrendered were convertible on the issue or delivery of date on which such certificatesautomatic conversion occurred.

Automatic Conversion. Prior to the Stockholder Approval, the (a) Each share of Series A Preferred Stock shall not automatically be convertible. converted into fully paid and nonassessable shares of Common Stock, as provided herein on the earlier to occur of (i) the fifth anniversary of the Original Issue Date or (ii) the date which is the ninetieth consecutive trading day on which the closing price of the Corporation's Common Stock (as reported by a national securities exchange or the Nasdaq National Market or a similar national quotation system on which the Common Stock is then traded) equaled or exceeded $8.30 per share, provided that the average daily trading volume calculated over such ninety day period equaled or exceeded 200,000 shares (such amounts as adjusted for any stock splits, stock dividends, recapitalizations or the like, with respect to the Common Stock). (b) Upon the Stockholder Approvaloccurrence of any event specified in subparagraph 5.2(a)(i) or (ii) above, the outstanding shares of Series A Preferred Stock then outstanding shall automatically convert, without any action on the part of the Holder thereof and without payment of any additional consideration other than the payment of par value for the shares, be converted into such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying automatically without the number of shares to be converted need for any further action by the applicable Conversion Factor. 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 provide prompt written notice not be obligated to the Holders of Series A Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive issue certificates evidencing the shares of Common Stock to which they are entitled issuable upon surrender of such conversion unless the certificate or certificates representing the evidencing such shares of Series A Preferred Stock so converted are either delivered to the Corporation at or its principal office (transfer agent as provided below, or such other office or agency of the holder notifies the Corporation as or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation may designate and/or its transfer agent to indemnify the Corporation and/or its transfer agent from any loss incurred by notice it in writing to the Holders of the Series A Preferred Stock) along connection with a check for the par value of the sharessuch certificates. Upon the occurrence of such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, the holders of Series A Preferred Stock shall surrender the certificates representing such shares at the office of any transfer agent for the Series A Preferred Stock or Common Stock. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as herein providedshown on such surrendered certificate or certificates, free from preemptive rights a certificate or any other actual contingent purchase rights of Persons other than certificates for the Holders, not less than such aggregate number of shares of the Common Stock as shall be issuable upon into which the conversion of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of surrendered were convertible on the Common Stock date on which such automatic conversion of the Series A Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatesoccurred.

Automatic Conversion. Prior to (i) Immediately after the Stockholder Approvalsecond anniversary of their date of issuance, the all shares of Series A Preferred Stock shall be converted automatically without any further action by any holder of such shares and whether or not the certificate or certificates representing such shares are surrendered to the Corporation or the transfer agent for the Series A Preferred Stock, provided, however, that the Corporation shall not be convertible. obligated to issue a certificate or certificates evidencing the shares of Common Stock into which such shares of Series A Preferred Stock were convertible unless the certificate or certificates representing such shares of Series A Preferred Stock being converted are either delivered to the Corporation or the transfer agent of the Series A Preferred Stock, or the holder notifies the Corporation or such transfer agent that such certificate or certificates have been lost, stolen, or destroyed and executes and delivers an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith and, if the Corporation so elects, provides an appropriate indemnity. (ii) Upon the Stockholder Approvalautomatic conversion of Series A Preferred Stock, each holder of Series A Preferred Stock shall surrender the certificate or certificates representing such holder's shares of Series A Preferred Stock at the office of the Corporation or of the transfer agent for the Series A Preferred Stock. Thereupon, there shall be issued and delivered to such holder, promptly at such office and in such holder's 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 Series A Preferred Stock then outstanding shall automatically convert, without any action surrendered were convertible on the part of the Holder thereof and without payment of any additional consideration other than the payment of par value for the shares, into date on which such number of fully paid and nonassessable whole automatic conversion occurred. No fractional shares of Common Stock as is obtained by multiplying shall be issued upon the number of shares to be converted by the applicable Conversion Factor. The Corporation shall provide prompt written notice to the Holders automatic conversion of Series A Preferred Stock of and any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive the shares of Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted fraction will be rounded down to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatesnearest whole number.

Automatic Conversion. Prior to the Stockholder Approval, the Series A Preferred Stock shall not be convertible. Upon the Stockholder Approval, the The principal of this Note will automatically convert into shares of Series A Preferred Class B Stock then outstanding shall automatically convert, without any action act required on the part of the Holder holder hereof on the close of business on the date (the "Conversion Date") which is the later of (i) March __, 2001, or (ii) the Conversion Event Date. The Conversion Event Date shall be the first business day following the occurrence of Conversion Event. A Conversion Event shall mean the conversion of one or more Class A Notes so that at least 75% in principal amount of the Class A Notes originally issued under the Indenture in the Offering (defined in the Note Purchase Agreement), including any Class A Notes issued upon exercise of the overallotment option, shall have been converted (whether on or before the date of such occurrence) by the holders thereof and without payment of any additional consideration other than the payment of par value for the shares, into such number of fully paid and nonassessable whole shares of Common Class A Stock of the Company. The conversion price is $____ per share, subject to adjustment in certain events as is obtained by multiplying provided herein. To determine the number of shares to be converted of Class B Stock issuable upon automatic conversion of this Note, divide the principal amount hereof by the applicable Conversion Factorconversion price in effect on the conversion date and round the result to the nearest 1/100th share. The Corporation shall provide prompt written notice to the Holders of Series A Preferred Stock Company will deliver a check in lieu of any fractional share. On conversion effected pursuant to no payment or adjustment for interest accrued on this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive the shares of Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversionNote will be made. The Corporation covenants that it will at all times reserve conversion price and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of Class B Stock into which the Common Stock as Note is convertible shall be issuable upon adjusted in the same manner and at the same time as the Class A Notes are or would be adjusted pursuant to Article Ten of the Indenture so that the conversion price under this Note is at all times the same as the conversion price then applicable to the Class A Notes (or if the Class A Notes are no longer outstanding on the Conversion Date, the same as the conversion price applicable to the Class A Notes would have been if they had been outstanding on such Conversion Date). The Company shall promptly give the Holder written notice of any adjustment in the conversion price. Such conversion as set forth in the preceding paragraph shall be automatic on the Conversion Date specified if a Conversion Event Date has occurred and from and after the Conversion Date this Note shall be deemed to be no longer outstanding and shall represent the number of shares of Class B Stock into which this Note was converted on such Conversion Date. To receive stock certificates for Class B Stock upon automatic conversion of this Note, the Holder must surrender this Note to the Company, attention Treasurer, at its principal executive office in the United States. Notwithstanding any other provision of this Note, this Note shall become convertible at the option of the then outstanding Holder into shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Class B Stock that shall be so issuable shallin the same manner, upon issue, be duly authorized, validly issued, fully paid at the same conversion price (as from time to time adjusted) and nonassessable. The issuance of certificates for shares with the same effect as provided in Article Ten of the Common Indenture with respect to Class A Stock issuable on conversion of Class A Notes if and only if the Series A Preferred Stock Holder shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect an assignee of the issue or delivery original Holder of this Note and such certificatesassignee is not an affiliate of the Company. Except as provided in the preceding paragraph with respect to an assignee who is not an affiliate, this Note shall not be converted unless a Conversion Event shall have occurred.

Automatic Conversion. Prior i. Each share of Series B Preferred shall automatically be converted into shares of Common Stock, based on the then- effective Series B Conversion Price, if the arithmetic average of the closing prices for the Company's Common Stock quoted on the Nasdaq Stock Market, over any thirty (30) consecutive Nasdaq trading days, exceeds one hundred and forty- five percent (145%) of the Original Issue Price of the Series B Preferred. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 5(d). ii. Upon the occurrence of the event specified in paragraph (i) above, the outstanding shares of Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Stockholder ApprovalCompany or its transfer agent; provided, however, that the Series A Preferred Stock Company shall not be convertible. Upon the Stockholder Approval, the shares of Series A Preferred Stock then outstanding shall automatically convert, without any action on the part of the Holder thereof and without payment of any additional consideration other than the payment of par value for the shares, into such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying the number of shares obligated to be converted by the applicable Conversion Factor. The Corporation shall provide prompt written notice to the Holders of Series A Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series B Preferred are either delivered to which they are entitled upon surrender 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, the holders of Series B Preferred shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series B 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 representing for the number of shares of Common Stock into which the shares of Series A B Preferred Stock so converted to surrendered were convertible on the Corporation at its principal office (or date on which such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrenderautomatic conversion occurred, the Corporation shall pay to the Holder in cash all accrued and any declared and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as dividends shall be issuable upon paid in accordance with the conversion provisions of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatesSection 5(d).

Automatic Conversion. Prior (i) Upon a sale of preferred stock by the Company (“Preferred Stock”) that is not in connection with a Sale of the Company wherein the aggregate amount of cash consideration received by the Company from Preferred Stock sales in a single transaction or a series of related transactions since the issue date of this Note with a non-affiliated party or parties, to equal or exceed one million dollars ($1,000,000.00) (a “Qualified Preferred Stock Sale”), the then outstanding principal and accrued interest of this Note (as adjusted by any applicable Conversion Premium Factor (as defined below, the “Conversion Amount”) will be automatically converted into Preferred Stock issued by the Company in such Qualified Preferred Stock Sale at a rate of conversion equal to the Stockholder Approval, lesser of (x) 85% of the Series A price per share of Preferred Stock shall not be convertible. Upon paid by investors in the Stockholder Approval, the shares of Series A Qualified Preferred Stock then outstanding shall automatically convertSale, without any action on and (y) the part price per share of Preferred Stock equal to the quotient of the Holder thereof and without payment of any additional consideration other than the payment of par value for the shares, into such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying the number of shares to be converted Maximum Conversion Value divided by the applicable Conversion Factor. The Corporation shall provide prompt written notice fully-diluted capital immediately prior to the Holders of Series A Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive the shares of Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred StockNote and any other outstanding convertible securities (including outstanding options or warrants granted or reserved for issuance prior to conversion of the Notes, as herein provided, free from preemptive rights exclusive of any discounts or other conversion subsidies and excluding the Note or any other actual contingent purchase rights securities issued upon conversion thereof from the calculation of Persons other than such rate of conversion) (the Holders, not less than such aggregate “Automatic Conversion Price”). SAMPLE (ii) The number of shares of Preferred Stock to be issued to the Common Holder upon a Qualified Preferred Stock as Sale shall be issuable equal to the quotient obtained by dividing the Conversion Amount by the Automatic Conversion Price. The Preferred Stock issued to the Holder upon the conversion of this Note in accordance with a Qualified Preferred Stock Sale shall have the then outstanding shares of Series A same rights, preferences and privileges as the Preferred Stock issued to investors in the Qualified Preferred Stock Sale and the Holder shall have the same rights, preferences and privileges as the subscribers for such Preferred Stock. The Corporation covenants ; provided, however, that all shares of Common Stock that shall the per share liquidation preference will equal the Automatic Conversion Price and the price-based anti-dilution protection and dividend rights will be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of based on the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatesAutomatic Conversion Price.

Automatic Conversion. Prior As of the date of automatic conversion pursuant to paragraph IV.G(2)(b) (the “Automatic Conversion Date”), all applicable shares of Senior Preferred shall be converted automatically into shares of Convertible Common and Redeemable Preferred without any further action by the holders of such shares and whether or not the certificates representing such shares of Senior Preferred are surrendered to the Stockholder ApprovalCorporation. On the Automatic Conversion Date, all rights with respect to the Series A Senior Preferred Stock so converted shall not be convertible. Upon the Stockholder Approvalterminate, the shares of Series A Preferred Stock then outstanding shall automatically convert, without except (A) any action on the part of the Holder rights of the holders thereof and without payment upon surrender of any additional consideration other than the payment their certificate or certificates therefor or delivery of par value an affidavit of loss thereof to receive certificates for the shares, into such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying the number of shares of Convertible Common and Redeemable Preferred into which such shares of Senior Preferred have been converted and (B) for the avoidance of doubt, such termination shall not impact or otherwise limit or terminate any of the rights of the holders of Redeemable Preferred and Convertible Common issuable upon conversion of such Senior Preferred (including any right to be converted by the applicable Conversion Factorelect redemption which may have been made prior to any such conversion). The Corporation shall provide prompt written notice not be obligated to issue certificates evidencing the shares of Convertible Common and Redeemable Preferred issuable upon such automatic conversion unless the certificates evidencing such shares of Senior Preferred are either delivered to the Holders Corporation as provided above, or the holder notifies the Corporation that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of Series A a lost certificate, issue and deliver at such office to such holder of Senior Preferred, a certificate or certificates for the number of shares of Convertible Common or Redeemable Preferred Stock to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion effected pursuant into fractional shares of Convertible Common or Redeemable Preferred. If the Auto Conversion Event was due to this Section 6 but in no event more than two Business Days after an Offering, such conversion shall be deemed to have been made immediately prior to and shall be contingent upon the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders closing of the Series A Preferred Stock shall have Offering, and the right person or persons entitled to receive the shares of Redeemable Preferred and Convertible Common Stock to which they are entitled issuable upon surrender such conversion shall be treated for all purposes as the record holder or holders of the certificate or certificates representing the such shares of Series A Redeemable Preferred Stock so converted to the Corporation at its principal office (or and Convertible Common on such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatesdate.

Automatic Conversion. Prior to the Stockholder Approval, the Series A Preferred Stock shall not be convertible. Upon the Stockholder Approval, the shares a. Each outstanding share of Series A Preferred Stock then outstanding shall automatically convert, without any action on the part of the Holder thereof and without payment of any additional consideration other than the payment of par value for the shares, be converted into such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying the number of shares to be converted by the applicable Conversion Factor. The Corporation shall provide prompt written notice to the Holders of Series A Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of based upon the Series A Preferred Stock shall have Conversion Price upon (i) the right closing of an underwritten public offering pursuant to receive an effective registration statement under the shares Securities Act of Common Stock to which they are entitled upon surrender 1933, as amended, covering the offering and sale of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose account of issuance this Corporation (other than a registration statement effected solely to implement an employee benefit plan, a transaction in which Rule 145 of the Securities and Exchange Commission is applicable or any other form or type of registration in which the shares of Common Stock issuable upon conversion of the shares of Series A Preferred Stock, as herein provided, free from preemptive rights Stock cannot be included pursuant to the Securities and Exchange Commission rules or any other actual contingent purchase rights practices) resulting in aggregate proceeds to this Corporation (before the payment of Persons other than underwriting discounts and commissions and the Holders, not less than such aggregate number expense of the offering) in excess of $7,500,000; or (ii) a merger or consolidation with or into another corporation or a sale of the shares of the Common Stock as shall be issuable upon or a sale of all or substantially all of this Corporation's properties and assets in which the conversion aggregate gross cash proceeds received by the shareholders of this Corporation is at least $7,500,000 in cash or marketable securities ("Qualified Public Offering"). b. Upon the then occurrence of an event specified in Article IV.F.9.a. above, the outstanding shares of Series A Preferred Stock shall be converted into shares of Common Stock. The , whether or not the certificates representing such shares are surrendered to this Corporation covenants or its transfer agent; provided, however, that all this Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares are either delivered to this Corporation or its transfer agent as provided below or the holder notifies this Corporation or its transfer agent that shall be so issuable shallsuch certificates have been lost, upon issue, be duly authorized, validly issued, fully paid stolen or destroyed and nonassessable. The executes an agreement satisfactory to this Corporation indemnifying this Corporation from any loss incurred by it in connection with the issuance of certificates for shares such certificate. Upon the occurrence of the Common Stock on such automatic conversion of the outstanding shares of Series A Preferred Stock, the holders of the outstanding shares of Series A Stock shall be made without charge surrender the certificates representing such shares at the office of this Corporation or to any Holder transfer agent for any documentary stamp the shares of Series A Stock or similar taxes that may Common Stock. Thereupon there shall be payable issued and delivered to such holder, promptly at such office and in respect 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 issue or delivery surrendered shares of Series A Stock of such certificatesholder were convertible on the date on which such automatic conversion occurred, and this Corporation shall promptly, pay in cash all declared but unpaid dividends on the shares of Series A Stock so converted.

Automatic Conversion. Prior (i) Each share of Series A Stock may be converted at the discretion of the Corporation into shares of Common Stock, based on the then-effective Series A Conversion Price at any time where the average closing price of the Common Stock on the Nasdaq National Market over the last 20 trading days equals or exceeds $25.50 per share following fifteen days' written notice from the Corporation to the Stockholder Approvalholders of Series A Stock, which notice shall include a certification that the conditions necessary for such Conversion have occurred. Upon such conversion, any unpaid dividends shall be paid in accordance with the provisions of Section 4(d); provided, however, if such conversion occurs prior to July 5, 2001, the Corporation shall pay the holders of Series A Stock dividends on the Series A Preferred Stock as if such shares had been outstanding for at least twelve months. Upon such conversion, any warrants to purchase Series A Stock which remain outstanding shall be converted automatically into warrants to acquire Common Stock without any action by the holders of such warrants or the Corporation. (ii) Upon the termination of the notice period specified in paragraph (i) above, the outstanding shares of Series A Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, however, that the Corporation shall not be convertibleobligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A 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 Stockholder Approvaloccurrence of such automatic conversion of the Series A Stock, the holders of Series A Stock shall surrender the certificates representing such shares at the office of the Corporation or any transfer agent for the Series A 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 Series A Preferred Stock then outstanding shall automatically convert, without any action surrendered were convertible on the part of the Holder thereof date on which such automatic conversion occurred, and without payment of any additional consideration other than the payment of par value for the shares, into such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying the number of shares to be converted by the applicable Conversion Factor. The Corporation shall provide prompt written notice to the Holders of Series A Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive the shares of Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as dividends shall be issuable upon paid in accordance with the conversion provisions of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatesSection 4(d).

Automatic Conversion. Prior (i) Each share of Series A Stock shall automatically be converted into shares Of Common Stock based on the then effective Conversion Price immediately upon the closing of any public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, in which the aggregate gross proceeds received by the Corporation at the public offering price equals or exceeds $3,000,000, and the public offering price per share of which equals or exceeds $.50 per share of Common Stock (appropriately adjusted for stock dividends, recapitalizations, subdivisions and combinations of shares of Common Stock). (ii) Each share of Series A Stock shall automatically be converted into shares of Common Stock based on the then effective Conversion Price immediately prior to the Stockholder Approvalclosing of a merger, consolidation or combination of the Corporation with or into another Corporation or entity, or a sale of substantially all of the Corporation's assets, in which the Corporation receives cash in the aggregate amount of, or freely tradeable securities with an aggregate value of, at least $3,000,000 and at a price per share of Common Stock equal to or exceeding $.50 per share. (iii) Upon the occurrence of the event specified in subparagraph (i) or (ii) above, the outstanding shares of Series A Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A 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 therewith. Upon the occurrence of such automatic conversion of the Series A Preferred Stock, each holder of Series A Stock shall not surrender the certificates representing such shares at the office of the Corporation or any transfer agent for the Series A Stock or Common Stock. Thereupon, there shall be convertible. Upon 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 Stockholder Approval, number of shares of Common Stock into which the shares of Series A Preferred Stock then outstanding shall automatically convert, without any action surrendered were convertible on the part of the Holder thereof and without payment of any additional consideration other than the payment of par value for the shares, into date on which such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying the number of shares to be converted by the applicable Conversion Factor. The Corporation shall provide prompt written notice to the Holders of Series A Preferred Stock of any automatic conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive the shares of Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatesoccurred.

Automatic Conversion. Prior to To provide for the Stockholder Approvalauthorization of a sufficient number of authorized and unissued and unreserved shares of the Class A common stock into which the Preferred Stock (and, by virtue of such conversion, AMC Preferred Equity Units) can convert in full, the Series Company may seek to obtain the requisite stockholder approval, at such time or times as the board of directors in its sole discretion shall determine, of an amendment to its amended and restated certificate of incorporation to increase the number of authorized shares of Class A common stock to a number at least sufficient to permit the full conversion of the then- outstanding shares of Preferred Stock shall not into Class A common stock, or to such higher number of authorized shares of Class A common stock (which may be convertibleissued for any purpose) as the Company’s board of directors may determine in its sole discretion. Under Delaware law, the affirmative vote of holders of at least a majority in voting power of the Company’s outstanding capital stock will be required for stockholder approval of the common stock amendment. The holders of the AMC Preferred Equity Units will be entitled to vote on the common stock amendment. Upon the Stockholder Approvalterms and in the manner described below under “Description of the Preferred Stock — Conversion Procedures,” at 9:30 a.m., New York City time, on the first business day following the effectiveness of the common stock amendment, all of the issued and outstanding shares of Series A Preferred Stock then outstanding shall will automatically convert, without any convert in full with no action on the part of holders into Class A common stock at the Holder thereof then-applicable conversion rate and without payment the Preferred Stock will cease to exist. Because each AMC Preferred Equity Unit represents an interest in one one-hundredth (1/100th) of any additional consideration other than the payment a share of par value for the sharesPreferred Stock, and upon conversion one (1) share of Preferred Stock is convertible into such number of fully paid and nonassessable whole one- hundred (100) shares of Common Stock Class A common stock, each AMC Preferred Equity Unit would represent an interest in one (1) share of Class A common stock upon conversion and such Class A common stock will be deliverable upon conversion in respect of each AMC Preferred Equity Unit, in each case subject to adjustments as is obtained by multiplying the number described herein. After delivery of shares to be converted Class A common stock by the applicable Conversion Factor. The Corporation shall provide prompt written notice transfer agent to the Holders of Series A Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive the shares of Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon Depositary following conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate Depositary will transfer the proportional number of shares of Class A common stock to the Common Stock as shall be issuable upon holders of AMC Preferred Equity Units by book-entry transfer through DTC or, if such holders’ interests are in certificated depositary receipts or held through the conversion book-entry settlement system of the then outstanding Depositary, by delivery of common stock certificates or book-entry transfer through the Depositary, as applicable, for such number of shares of Series Class A common stock. In the event that the holders of AMC Preferred Stock. The Corporation covenants that all Equity Units would be entitled to receive fractional shares of Common Stock that shall be so issuable shallClass A common stock, upon issuethe Depositary will pay such holders cash in lieu of such fractional shares, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares as described under “Description of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates— Fractional Shares” below.

Automatic Conversion. Prior (a) Without any action being required by the holder of such share and whether or not the certificates representing such share are surrendered to the Stockholder ApprovalCompany or its transfer agent, the Series A A-1 Senior Preferred Stock Shares shall automatically be converted into Ordinary Shares upon (i) the prior written consent of the holders of a majority of the then-outstanding Series A-1 Senior Preferred Shares or (ii) the closing of a Qualified IPO, in each case, based on the then-effective Series A-1 Conversion Price. (b) The Company shall not be convertible. Upon obligated to issue certificates for any Ordinary Shares issuable upon the Stockholder Approval, the shares of Series A Preferred Stock then outstanding shall automatically convert, without any action on the part of the Holder thereof and without payment automatic conversion of any additional consideration other than the payment of par value for the shares, into such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying the number of shares to be converted by the applicable Conversion Factor. The Corporation shall provide prompt written notice to the Holders of Series A A-1 Senior Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive the shares of Common Stock to which they are entitled upon surrender of Shares unless the certificate or certificates representing the shares of evidencing such Series A A-1 Senior Preferred Stock so converted Shares is either delivered as provided below to the Corporation Company or any transfer agent for the Series A-1 Senior Preferred Shares, or the holder thereof notifies the Company or its transfer agent that such certificate has 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 certificate. The Company shall, as soon as practicable after receipt of certificates for Series A-1 Senior Preferred Shares, or satisfactory agreement for indemnification in the case of a lost certificate, promptly issue and deliver at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with holder thereof a check certificate or certificates for the par value number of Ordinary Shares to which the sharesholder is entitled. Upon such surrender, the Corporation No fractional Ordinary Shares shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance be issued upon conversion of the Series A A-1 Senior Preferred StockShares, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than and the Holders, not less than such aggregate number of shares Ordinary Shares to be so issued to a holder of the Common Stock as converting Series A-1 Senior Preferred Shares (after aggregating all fractional Ordinary Shares that would be issued to such holder) shall be rounded to the nearest whole share (with one-half being rounded upward). Any person entitled to receive Ordinary Shares issuable upon the conversion of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of the Common Stock on automatic conversion of the Series A A-1 Senior Preferred Stock Shares shall be made without charge to any Holder treated for any documentary stamp or similar taxes that may be payable in respect of all purposes as the issue or delivery record holder of such certificatesOrdinary Shares on the date of such conversion.