Common use of Mandatory Conversion Clause in Contracts

Mandatory Conversion. If, on or after the later of the Closing Date or the date the shares of Common issuable upon conversion of the Series A Preferred Stock become registered under the Securities Act of 1933, as amended, and become eligible for trading to the public, the Market Price of the Common exceeds ${Note: this amount shall equal the Original Issue Price per share plus $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, to require the holders of all (but not less than all) outstanding shares of Series A Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 (a “Mandatory Conversion”). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be deemed to have been effected, without further action by any party, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. At the time any such conversion has been effected, the rights of the holders of shares of Series A Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock, and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holders of such shares of Common on the date conversion is deemed to have been effected. The provisions of Section 5(a) shall apply to a Mandatory Conversion under this Section 5(c).

Mandatory Conversion. If, on or after the later of the Closing Date or the date the shares of Common issuable upon conversion of the Series A Preferred Stock become registered under the Securities Act of 1933, as amended, and become eligible for trading to the public, the Market Price of the Common exceeds ${Note: this amount shall equal the Original Issue Price per share plus $5.00} 27.80 per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, to require the holders of all (but not less than all) outstanding shares of Series A Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 (a “Mandatory Conversion”). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be deemed to have been effected, without further action by any party, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. At the time any such conversion has been effected, the rights of the holders of shares of Series A Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock, and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holders of such shares of Common on the date conversion is deemed to have been effected. The provisions of Section 5(a) shall apply to a Mandatory Conversion under this Section 5(c).

Mandatory Conversion. Ifa) On the Mandatory Conversion Date, on or after the later each share of the Closing Date or the date the shares of Common issuable upon conversion of the Series A Preferred Stock become registered under the Securities Act that is outstanding as of 1933such date, as amended, shall automatically convert into fully paid and become eligible for trading non-assessable shares of Series B Preferred Stock with a liquidation preference equal to the public, the Market Price of the Common exceeds ${Note: this amount shall equal the Original Issue Price 1,000 per share plus $5.00} per share (of Series B Preferred Stock, subject to adjustment as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Commondescribed in Section 7(c) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any hereof . All shares of Series A Preferred Stock remain outstandingbeing converted at one time by a holder shall be aggregated (even if they are represented by more than one certificate) in determining whether a holder would receive a fractional share of Series B Preferred Stock. b) On the Mandatory Conversion Date, any party entitled to require the holders of all (but not less than all) outstanding receive shares of Series A B Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 (a “Mandatory Conversion”). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any issuable upon such conversion shall be deemed to have been effected, without further action by any party, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. At the time any such conversion has been effected, the rights of the holders of shares of Series A Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock, and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holders holder of such shares of Common Series B Preferred Stock on such date, whether or not such holder has surrendered the date conversion is deemed certificate or certificates for such holder’s shares of Series A Preferred Stock. A holder surrendering his or her certificate or certificates shall notify the Company of the name or names of such holder’s nominees in which such holder wishes the book entry evidence of ownership for shares of Series B Preferred Stock to have been effectedbe issued. The provisions Company shall, as soon as practicable thereafter (and, in any event, within twenty (20) days of Section 5(asuch surrender), cause to be issued book entry evidence of ownership of the number of shares of Series B Preferred Stock to which such holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share as provided herein. c) The Company shall apply file a Certificate of Designations, Preferences and Rights of the 8% Series B Senior Preferred Stock of L-1 Solutions, Inc., and shall reserve a sufficient number of shares of Series B Preferred Stock for issuance prior to a the Mandatory Conversion under this Section 5(c)Date.

Mandatory Conversion. If, on or after the later Each share of the Closing Date or the date the shares of Common issuable upon conversion of the Series A Preferred Stock become registered under then issued and outstanding will automatically be converted into shares of the Securities Act Company’s common stock on a 1 for 1 basis on that date which is thirty (30) days following the occurrence of 1933both of the following events (the “Forced Conversion Date”): a. The Company has closed a merger, as amendedshare exchange agreement, or similar transaction in which the Company has acquired all of the issued and become eligible for trading outstanding common stock of Exactus BioSolutions, Inc.; and b. The Company has received and accepted an amount not less that the designated minimum offering amount in connection with its offering of Series B Preferred Stock. The Company shall give to each holder of record of Series A Preferred Stock written notice of mandatory conversion at least ten (10) business days prior to the publicForced Conversion Date, setting forth therein: (i) the Market Price number of the shares of Common exceeds ${Note: this amount shall equal the Original Issue Price per share plus $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following Stock into which such 10 Trading Day period, and at any time thereafter while any Holder’s shares of Series A Preferred Stock remain outstandingare to be converted; (ii) that the conversion is to be effective on the Forced Conversion Date; (iii) the address of the place or places at which the certificate or certificates representing such holder’s shares of Series A Preferred Stock are to be surrendered; and (iv) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment. Such notice shall be sent by first class mail, postage prepaid, to require each holder of record of Series A Preferred Stock at such holder’s address as it appears on the holders records of the stock transfer agent for the Series A Preferred Stock, if any, or, if none, of the Company. On or before the Forced Conversion Date, each holder of Series A Preferred Stock shall surrender the certificate or certificates representing all (but not less than all) such holder’s shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the notice so provides, to the Company at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the Company. As soon as practicable after the Forced Conversion Date and the surrender of the certificate or certificates representing shares of Series A Preferred Stock, the Company shall issue and deliver to each such holder, or its nominee, at such holder’s address as it appears on the records of the stock transfer agent for the Series A Preferred Stock, if any, or, if none, of the Company a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof. c. All outstanding shares of Series A Preferred Stock shall, on the Forced Conversion Date, be converted into Common Stock for all purposes, notwithstanding the failure of any holder or holders thereof to convert surrender any certificate representing such shares into Common pursuant to the terms of this Section 5 (a “Mandatory Conversion”). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be deemed to have been effected, without further action by any party, immediately on or prior to the close of business on the fifth Business Day such date. On and after the Corporation delivers notice of its election of a Mandatory Forced Conversion to the holders Date, (i) no share of Series A Preferred Stock Shares. At shall be deemed to be outstanding or be transferable on the time any such conversion has been effected, the rights books of the holders of shares of Company or the stock transfer agent, if any, for the Series A Preferred Stock so converted shall cease with respect to such converted shares Stock, and (ii) each holder of Series A Preferred Stock, and such holders as such, shall not be entitled to receive Common any dividends or other distributions, to receive notices or to vote such shares or to exercise or to enjoy any other powers, preferences or rights in respect thereof, other than the right, upon conversion surrender of the certificate or certificates representing such Series A Preferred Stock shall be treated shares, to receive a certificate or certificates for all purposes as the record holders number of such shares of Common on the date conversion is deemed to Stock into which such shares shall have been effectedconverted. The provisions of Section 5(a) On the Forced Conversion Date, all such shares shall apply to a Mandatory Conversion under this Section 5(c)be automatically retired and canceled and shall not be reissued.

Mandatory Conversion. If, on or after (a) Upon the later earlier of (A) the closing of the Closing Date or the date the sale of shares of Common issuable upon conversion Stock, at a price to the public of the Series A Preferred Stock become registered at least $2.00 per share (subject to appropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting such shares), in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, and become eligible for trading resulting in at least $25,000,000 of net proceeds to the public, Corporation and the Market Price post-money market value of the Common exceeds Corporation (on a fully-diluted basis) is at least ${Note: this amount shall equal the Original Issue Price per share plus $5.00} per share 125,000,000 (as adjusted for any stock split, stock dividend, recapitalization a “Qualifying Public Offering”) or otherwise on the Common(B) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, a date agreed to require in writing by the holders of all at least sixty-seven percent (but not less than all67%) of the then outstanding shares of Series A Senior Preferred Stock to convert (calculated in accordance with Section 3(a) hereof as if such shares were being voted at a meeting of stockholders), voting together as a single class (the “Mandatory Conversion Date”) all outstanding shares of Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate and (ii) such shares may not be reissued by the Corporation as Preferred Stock. (b) All holders of record of shares of Preferred Stock shall be given written notice of the Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Preferred Stock pursuant to the terms of this Section 5 (a “5. Such notice need not be given in advance of the occurrence of the Mandatory Conversion”)Conversion Date. In case Such notice shall be sent by first class or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of DGCL, to each record holder of Preferred Stock. Upon receipt of such electionnotice, the Corporation shall give written notice to each holder of shares of Preferred Stock shall surrender his or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 5. On the Mandatory Conversion Date, all outstanding shares of Series A Preferred Stock. Any such conversion Stock shall be deemed to have been effectedconverted into shares of Common Stock, without further action by any partywhich shall be deemed to be outstanding of record, immediately prior and all rights with respect to the close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. At so converted, including the time any such conversion has been effectedrights, if any, to receive notices and vote (other than as a holder of Common Stock) will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Series A Common Stock into which such Preferred Stock has been converted, and payment of any declared or accrued but unpaid dividends thereon pursuant to Sections l(a) or l(b) above (but excluding any dividends referred to in Section l(c) through Section l(g) above, which shall be cancelled). If so converted required by the Corporation, certificates surrendered for conversion shall cease with respect be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to such converted shares the Corporation, duly executed by the registered holder or by his or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of Series A the certificate or certificates for Preferred Stock, the Corporation shall cause to be issued and delivered to such holders entitled to receive Common upon conversion holder, or on his or its written order, a certificate or certificates for the number of such Series A Preferred Stock shall be treated for all purposes as the record holders of such full shares of Common Stock issuable on such conversion in accordance with the date provisions hereof and cash as provided in Subsection 4(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Preferred Stock which are required to be surrendered for conversion is in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been effectedretired and cancelled and the shares of Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. The provisions Such converted Preferred Stock may not be reissued, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of Section 5(a) shall apply to a Mandatory Conversion under this Section 5(c)shares of Preferred Stock accordingly.

Mandatory Conversion. If, on or after (a) Upon the later earlier of (A) the closing of the Closing Date or the date the sale of shares of Common issuable upon conversion of Stock to the Series A Preferred Stock become registered public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million of aggregate proceeds, net of the underwriting discount and become eligible for trading commissions, to the public, the Market Price Corporation (a “Qualified Public Offering”) or (B) a date specified by vote or written consent of the Common exceeds ${Note: this amount shall equal the Original Issue Price per share plus $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, to require the holders of all (but not less than all) at least 51% of the then outstanding shares of Series A Preferred Stock to convert such shares into Common pursuant to (the terms of this Section 5 (a “Mandatory ConversionConversion Date”). In case of such election, the Corporation shall give written notice to each holder of (i) all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock. Any , at the then effective Series A Conversion Price and (ii) such conversion shall shares may not be deemed to have been effected, without further action reissued by any party, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice as shares of its election of a Mandatory Conversion to the such series. (b) All holders of Series A Preferred Stock Shares. At the time any such conversion has been effected, the rights of the holders record of shares of Series A Preferred Stock so converted shall cease with respect to be given written notice of the Mandatory Conversion Date and the place designated for mandatory conversion of all such converted shares of Series A Preferred Stock pursuant to this Section 6. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of the General Corporation Law, to each record holder of Series A Preferred Stock. Upon receipt of such notice, each holder of shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holders holder is entitled pursuant to receive Common upon conversion of such this Section 6. On the Mandatory Conversion Date, all outstanding shares o f Series A Preferred Stock shall be treated for all purposes as the record holders of such shares of Common on the date conversion is deemed to have been effectedconverted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series A Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon. The provisions If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of Section 5(a) shall apply transfer, in form satisfactory to a the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion under this Section 5(c)Date and the surrender of the certificate or certificates for Series A Preferred Stock, the Corporation 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 full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 5(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Series A Preferred Stock may not he reissued as shares of such Series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.

Mandatory Conversion. IfOn the Mandatory Conversion Date, on or after the later of the Closing Date or the date the shares of Common issuable upon conversion of the Series A Preferred Stock become registered under the Securities Act of 1933, as amended, and become eligible for trading to the public, the Market Price of the Common exceeds ${Note: this amount shall equal the Original Issue Price per share plus $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any all shares of Series A Preferred Stock remain outstandingthen issued and outstanding shall, to require the holders of all (but not less than all) outstanding shares of Series A Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 (a “Mandatory Conversion”). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be deemed to have been effected, automatically and without further action by any party, immediately prior to the close of business on the fifth Business Day part of the Corporation, any holder thereof or the Conversion Agent, be converted into shares of Common Stock on the terms described below. The Corporation shall, promptly after the Corporation delivers occurrence thereof, publicly announce, or otherwise provide notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. At the time any such conversion has been effectedof, the rights occurrence of the holders Mandatory Conversion Date and, in connection with such announcement or notice, in addition to any information required by applicable law or regulation, shall provide information regarding (i) the Mandatory Conversion Date; (ii) the number of shares of Common Stock to be issued upon conversion of each share of Series A Preferred Stock; and (iii) the total number of shares of Series A Common Stock issued as a result of the occurrence of the Mandatory Conversion Date. On the Mandatory Conversion Date, the shares of Series A Preferred Stock so converted shall will be cancelled and will cease with respect to such converted shares be issued and outstanding (and all rights of Series A Preferred Stock, and such holders entitled to receive Common upon conversion a holder of such Series A Preferred Stock (in its capacity as such) shall terminate without further liability to the Corporation effective as of the Mandatory Conversion Date) and the Common Stock issued upon such conversion in respect thereof shall be treated for all purposes as the record holders issued and outstanding (and no holder of shares of Series A Preferred Stock shall have any rights in respect of such shares of Common on Stock issued upon conversion prior to the date conversion is deemed to have been effected. The provisions of Section 5(a) shall apply to a Mandatory Conversion under this Section 5(cDate).

Mandatory Conversion. If, on or after (a) Upon the later closing of the Closing Date or the date the sale of shares of Common issuable upon conversion Stock, at a price of the Series A Preferred Stock become registered at least $3.85 per share (subject to appropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting such shares), in a public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, and become eligible for trading resulting in at least $7,500,000 of gross proceeds to the publicCorporation (the "Mandatory Conversion Date"), the Market Price of the Common exceeds ${Note: this amount shall equal the Original Issue Price per share plus $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Commoni) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, to require the holders of all (but not less than all) outstanding shares of Series A Preferred Stock to convert such shares shall automatically be converted into Common pursuant to the terms of this Section 5 (a “Mandatory Conversion”). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Common Stock, at the then effective conversion rate and (ii) the number of authorized shares of Preferred Stock shall be automatically reduced by the number of shares of Preferred Stock that had been designated as Series A Preferred Stock. Any such conversion shall be deemed to have been effected, without further action by any partyand all provisions included under the caption "Series A Convertible Preferred Stock", immediately prior and all references to the close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. At the time any such conversion has been effectedStock, the rights shall be deleted and shall be of the no further force or effect. (b) All holders of record of shares of Series A Preferred Stock so converted shall cease with respect to be given written notice of the Mandatory Conversion Date and the place designated for mandatory conversion of all such converted shares of Series A Preferred StockStock pursuant to this Section 5. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, to each record holder of Series A Preferred Stock at such holder's address last shown on the records of the transfer agent for the Series A Preferred Stock (or the records of the Corporation, if it serves as its own transfer agent). Upon receipt of such notice, each holder of shares of Series A Preferred Stock shall surrender his or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holders holder is entitled pursuant to this Section 5. On the Mandatory Conversion Date, all rights with respect to the Series A Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock) will terminate, except only the rights of the holders thereof, upon conversion surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series A Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon. If so required by the Corporation, certificates surrendered for conversion shall be treated endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for all purposes as Series A Preferred Stock, the record holders Corporation shall cause to be issued and delivered to such holder, or on his or its written order, a certificate or CONTINUATION SHEET 12A certificates for the number of such full shares of Common Stock issuable on such conversion in accordance with the date provisions hereof and cash as provided in Subsection 4(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion is in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been effectedretired and cancelled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. The provisions of Section 5(aCorporation may thereafter take such appropriate action (without the need for stockholder action) shall apply as may be necessary to a Mandatory Conversion under this Section 5(c)reduce the authorized Series A Preferred Stock accordingly.

Mandatory Conversion. If, on or after (A) Upon request by the later of Corporation delivered no earlier than five (5) Business Days prior to a determination date with respect to the Closing Date or the date the shares of Common issuable upon conversion of the Series A Preferred Stock become registered Corporation’s status as a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act Act), if the Corporation has made a bona fide determination that the conversion of 1933, as amended, and become eligible for trading to the public, the Market Price all or a portion of the Common exceeds ${Note: this amount shall equal the Original Issue Price per share plus $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, to require the holders of all (but not less than all) outstanding shares of Series A Preferred Stock would, if converted, cause the Corporation to convert qualify as a “well-known seasoned issuer” (and the Corporation would otherwise not qualify as a “well-known seasoned issuer” absent the conversion of such shares of Series A Preferred Stock), then the number of shares of Series A Preferred Stock that would be required, if converted, to qualify the Corporation as a “well-known seasoned issuer” shall be converted, ratably, into a number of shares of Common Stock equal to the Conversion Ratio, as adjusted from time to time pursuant to Section 7, or (B) upon request by the terms Corporation delivered no earlier than five (5) Business Days prior to a record date for a shareholder meeting of the Corporation, but subject to the prior written consent of each Holder, not to be unreasonably withheld, a reasonably requested number of Series A Preferred Stock shall be converted, ratably, into the number of shares of Common Stock equal to the Conversion Ratio, as adjusted from time to time pursuant to Section 7 ((A) and (B) together, the “Mandatory Conversion Request”), provided that in no event shall shares of Series A Preferred Stock be converted pursuant to this Section 5 6(a)(i) if the conversion of such shares of Series A Preferred Stock would cause a Holder to exceed the Beneficial Ownership Limitation (a “Mandatory Conversion”as defined below). In case The date of such election, the Corporation shall give written notice to each holder conversion of outstanding shares of Series A Preferred Stock. Any such conversion shall be deemed Stock pursuant to have been effected, without further action by any party, immediately prior this Section 6(a)(i) is referred to herein as the close of business on the fifth Business Day after the Corporation delivers notice of its election of a “Mandatory Conversion to the holders of Series A Preferred Stock Shares. At the time any such conversion has been effected, the rights of the holders of shares of Series A Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock, and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holders of such shares of Common on the date conversion is deemed to have been effected. The provisions of Section 5(a) shall apply to a Mandatory Conversion under this Section 5(c)Date.”

Mandatory Conversion. If, on or after the later of the Closing Date or the date the shares of Common issuable upon conversion of the Series A Preferred Stock become registered under the Securities Act of 1933, as amended, and become eligible for trading to the public, the Market Price of the Common exceeds ${Note: this amount shall equal the Original Issue Price per share plus $5.00} 27.80 per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, to require the holders of all (but not less than all) outstanding shares of Series A Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 (a “Mandatory Conversion”"MANDATORY CONVERSION"). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be deemed to have been effected, without further action by any party, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. At the time any such conversion has been effected, the rights of the holders of shares of Series A Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock, and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holders of such shares of Common on the date conversion is deemed to have been effected. The provisions of Section 5(a) shall apply to a Mandatory Conversion under this Section 5(c).

Mandatory Conversion. If(a) Subject to the provisions of Section 8 below, on the Company shall have the right to convert, at any time or after the later of the Closing Date from time to time, any or the date the all shares of Common issuable upon conversion of the Series A Preferred Stock into that number of shares of Common Stock into which such share or shares of Series A Preferred Stock are then convertible pursuant to Section 6 hereof. The Company may exercise its conversion rights under this Section 7 by giving the holder or holders of the shares of Series A Preferred Stock to be converted at least thirty (30) days prior written notice of the date on which such conversion shall become registered under effective (a "Section 7 Conversion Date"), whereupon the Securities Act share or shares of 1933Series A Preferred Stock shall, as amended, and become eligible for trading subject to the publicprovisions of Section 8 below, be automatically converted (without any action on the Market Price part of the holder or holders thereof) into shares of Common exceeds ${Note: this amount shall equal Stock in accordance with the Original Issue Price per share plus $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on provisions of the first Business Day following such 10 Trading Day period, and at any time thereafter while sentence of this Section 7(a). The holder or holders of any shares of Series A Preferred Stock remain outstandingconverted into shares of Common Stock pursuant to this Section 7(a) shall be entitled to payment of any dividends declared but unpaid with respect to the respective number of such shares of Series A Preferred Stock owned by such holder or holders. (b) On each Section 7 Conversion Date, to require the holder or holders of all (but not less than all) outstanding the shares of Series A Preferred Stock to convert such shares be converted into Common pursuant Stock on such Section 7 Conversion Date in accordance with the provisions of Section 7(a) hereof, shall deliver to the terms Company, at the office of this Section 5 (a “Mandatory Conversion”). In case the Company or any transfer agent of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be deemed to have been effected, without further action by any party, immediately prior to Company for the close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. At as may be designated by the time any such conversion has been effectedCompany, the rights of the holders of shares of Series A Preferred Stock so converted shall cease with respect to certificate or certificates for such converted shares of Series A Preferred Stock, and such duly endorsed or assigned in blank or to the Company (if required by it). Conversion shall be deemed to have been effected on the applicable Section 7 Conversion Date regardless of whether or not the holder or holders entitled to receive Common upon conversion of such the shares of Series A Preferred Stock to be converted on such Section 7 Conversion Date shall be treated have complied with their respective obligations provided for all purposes in the foregoing sentence of this Section 7(b). As promptly as practicable after any Section 7 Conversion Date, the record Company shall issue and deliver to or upon the written order of the holder or holders of the shares of Series A Preferred Stock converted on such Section 7 Conversion Date, to the place designated by such holder or holders, a certificate or certificates for the number of full shares of Common on Stock to which such holder or holders are entitled and a check or cash in respect of any fractional interest in a share of Common Stock as provided in Section 7(c) hereof and a check or cash in payment of all dividends declared but unpaid, if any (to the date conversion is deemed extent permissible under law), with respect to have been effected. The provisions the shares of Section 5(a) shall apply to a Mandatory Conversion under this Section 5(c).Series A Preferred Stock so

Mandatory Conversion. IfThe Corporation may require, on or after by written notice to all holders of Preferred Stock, the later conversion of all of the Closing Date or the date the outstanding Preferred Stock into a number of shares of Common issuable upon conversion Stock equal to the sum of: (a) the number of shares of Common Stock computed by multiplying the Series A number of Preferred Stock become registered under Shares to be converted by the Securities Act Liquidation Value of 1933, as amendeda Preferred Share, and become eligible for trading dividing the result by the applicable Conversion Price then in effect, plus (b) the number of shares of Common Stock that would be payable if all accrued but unpaid dividends were declared and paid on the Preferred Shares to be converted; provided that the public, the Market Closing Price of the Common exceeds ${Note: this amount shall equal the Original Issue Price per share plus $5.00} per share Stock (as adjusted proportionately for any stock splitdividends, stock dividendsplits, recapitalization combinations, and similar changes in the Common Stock occurring after the Closing) on at least twenty (20) of the thirty (30) latest trading days preceding the date of the Corporation's notice has been greater than or otherwise equal to the Conversion Price. If the Corporation shall require the conversion of the Preferred Stock under this Section 5E within two years from the Initial Date of Issuance, then the number of shares of Common Stock into which the shares of Preferred Stock are converted shall be increased by the number of shares of Common Stock that would be payable if the Corporation were immediately to declare and pay all dividends that in the absence of conversion would have accrued on such shares of Preferred Stock over the six-month period immediately following the date of conversion; provided, however, that the total dividends and amounts in respect of dividends paid on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstandingafter the Date of Issuance thereof, to require the holders including any additional amounts in respect of all (but dividends paid as a result of a required conversion under this Section 5E, shall not be less than all) the amount of dividends that would have accrued on all outstanding shares of Series A the Preferred Stock to convert such shares into Common pursuant to for one full year following the terms Initial Date of this Section 5 (a “Mandatory Conversion”)Issuance. In case Any conversion of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion Stock under this Paragraph 5E shall be effected and be deemed to have been effected, without further action by any party, immediately prior to effected as of the close of business on the fifth Business Day after date on which the Corporation delivers provides written notice of its election of a Mandatory Conversion such conversion to the holders of Series A such shares of Preferred Stock Shares. At (the time any such conversion has been effected"Mandatory Conversion Time"), and as of the Mandatory Conversion Time, the rights of the holders of the converted shares of Series A Preferred Stock so converted Stock, as such, shall cease with respect to and terminate, such converted shares of Series A Preferred Stock, and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be treated for all purposes as retired in accordance with paragraph 3F, the record holders shares of Common Stock into which such shares of Common on the date conversion is Preferred Stock are converted shall be issued and deemed to have been effected. The provisions issued, the certificate(s) that theretofore represented shares of Section 5(a) Preferred Stock thereafter shall apply represent the number of shares of Common Stock into which the shares of Preferred Stock theretofore represented thereby shall have been converted, and the holder of any such certificate, upon the surrender thereof to the Corporation, shall be entitled to receive from the Corporation a Mandatory Conversion under this Section 5(c)new certificate representing the number of shares of Common Stock into which the shares of Preferred Stock theretofore represented thereby shall have been converted.

Mandatory Conversion. If, on or after the later (a) Upon satisfaction of both of the Closing Date or following criteria: (i) the date weighted average of the publicly available trading price per share of Common Stock on the principal stock exchange on which the Common Stock is traded in the United States shall be in excess of Ten Dollars ($10) for a consecutive forty-five (45) day period and (ii) upon conversion (x) the shares of Common issuable upon conversion of Stock into which the Series A Preferred Stock become registered under the Securities Act of 1933, as amended, and become eligible for trading to the public, the Market Price of the Common exceeds ${Note: this amount shall equal the Original Issue Price per share plus $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstandingwould be converted would be freely tradable without restriction and (y) there is sufficient daily trading volume to make an orderly sale of such shares feasible, then the Corporation shall have the option (but not the obligation) to require the holders of elect to cause all (but not less than all) of the shares of Series A Preferred Stock to be converted into shares of Common Stock at a "Mandatory Conversion Price" equal to the lesser of the Series A Conversion Price in effect at the time of conversion or Nine Dollars ($9) per share of Common Stock. However, in the event at any time prior to the Mandatory Conversion Date as defined below there shall have occurred any reduction in the number of shares of Common Stock outstanding below the number of such shares outstanding on the date of the original issuance of the Series A Preferred shares (the "Original Issue Date"), whether through reverse stock splits, share buybacks, or any other means, the Nine Dollar ($9) maximum conversion price referred to above shall be reduced in proportion to such reduction in the number of Common Shares outstanding. The effective date of such conversion (the "Mandatory Conversion Date") shall be specified by the Corporation in accordance with Subsection 5(b) below. On the Mandatory Conversion Date, (i) all outstanding shares of Series A Preferred Stock to convert shall automatically be converted into shares of Common Stock at the Mandatory Conversion Price and (ii) such shares into Common pursuant to the terms of this Section 5 (a “Mandatory Conversion”). In case of such election, may not be reissued by the Corporation shall give written notice to each holder of outstanding as shares of Series A Preferred Stock. Any such conversion shall be deemed to have been effected, without further action by any party, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the class or series. (b) All holders of Series A Preferred Stock Shares. At the time any such conversion has been effected, the rights of the holders record of shares of Series A Preferred Stock so converted shall cease with respect to be given at least ten (10) days written notice of the Mandatory Conversion Date and the place designated for mandatory conversion of all such converted shares of Series A Preferred Stock pursuant to this Section 5. Such notice shall be sent by first class or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of the General Corporation Law, to each record holder of Series A Preferred Stock. Upon receipt of such notice, each holder of shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holders holder is entitled pursuant to receive Common upon conversion this Section 5. On the Mandatory Conversion Date, all outstanding shares of such Series A Preferred Stock shall be treated for all purposes as the record holders of such shares of Common on the date conversion is deemed to have been effectedconverted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series A Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon. The provisions If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of Section 5(a) shall apply transfer, in form satisfactory to a the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion under this Section 5(c)Date and the surrender of the certificate or certificates for Series A Preferred Stock, the Corporation 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 full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 4(b) above in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Series A Preferred Stock may not be reissued as shares of any class or Series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.

Mandatory Conversion. If6 If the Company delivers to a Holder written notice (a “Mandatory Conversion Notice”) electing to exercise the Company’s 6 Note to Draft: In the Series A-2 Certificate of Designations, on or after the later upon receipt of the Closing Requisite Stockholder Approval, each share of Series A-2 Preferred Stock will automatically convert into (x) that number of shares of Series A-1 Preferred Stock equal to (1) the sum of the Liquidation Preference of a share of Series A-2 Preferred Stock divided by (2) the sum of the Liquidation Preference of a share of Series A-1 Preferred Stock and (y) the right to receive the accrued and unpaid dividends thereon (whether or not declared). rights under this Section 7(b) and specifying (A) the applicable Mandatory Conversion Date or (which shall be no earlier than the date such Mandatory Conversion Notice is delivered to such Holder), (B) that the conversion will occur on such Mandatory Conversion Date and (C) with respect to such Holder, the number of shares of Class A Common Stock (and the amount of cash) into which such Holder’s shares of Series A-1 Preferred Stock will convert, then effective as of such Mandatory Conversion Date, all such Holder’s shares of Series A-1 Preferred Stock shall automatically convert into shares of Class A Common Stock as set forth below, subject to satisfaction of the following conditions: (i) if the Company Stockholder Meeting (as defined in the Investment Agreement) is required to be held pursuant to the Investment Agreement, the Requisite Stockholder Approval (as defined in the Company Stockholder Meeting) shall have been obtained; (ii) the Company shall have declared and paid all accrued but unpaid dividends on all then outstanding shares of Series A-1 Preferred Stock up to and including the Mandatory Conversion Date; and (iii) all shares of Class A Common Stock that either (x) are issuable upon conversion of the Series A A-1 Preferred Stock become or (y) were issued to Holders or one or more of their respective Affiliates on the Issue Date (or in respect of such shares of Class A Common Stock) shall have been registered under by the Company for resale by the holders thereof pursuant to a then-effective registration statement that is (I) an automatic shelf registration statement (as defined in Rule 405 (or any successor provision) of the Securities Act of 1933, as amendedamended (the “Securities Act”)) or (II) if the Company is not then eligible to use an automatic shelf registration statement, on Form S-3 under Rule 415 under the Securities Act or any similar or successor short-form registration (“Short-Form Registration”); provided, however, that if the Company is not then eligible to use a Short-Form Registration, the Company may satisfy the condition in clause (iii) through a registration statement on Form S-1 or any similar or successor long-form registration that is then effective and become eligible available for trading the immediate offer, sale and distribution by the Holders and their Affiliates of all the shares of Class A Common Stock described in clause (iii). Notwithstanding the foregoing, if, prior to the public[second7] anniversary of the Issue Date, the Market Closing Price of the Class A Common Stock exceeds ${Note: this amount shall equal 130% of the Original Issue Conversion Price per share plus $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 30 consecutive Trading Days, then, if (x) the Corporation may electconditions set forth in clauses (i), beginning (ii) and (iii) of the immediately preceding sentence are satisfied and (y) the average weekly reported volume of trading in the Class A Common Stock on all national securities exchanges during the first four most recently completed calendar weeks completed prior to the applicable Mandatory Conversion Date exceeds 1.5% of the then-issued and outstanding shares of Class A Common Stock, as of the Business Day immediately following the final Trading Day of such 10 30 consecutive Trading Day period, and the Company shall have the right, at its option, at any time thereafter while any shares of Series A Preferred Stock remain outstandingor from time to time, to require cause some or all of the holders of all (but not less than all) outstanding shares of Series A A-1 Preferred Stock to convert such be converted into shares into of Class A Common pursuant to the terms of this Section 5 (Stock as set forth below by delivering a “Mandatory Conversion”). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A A-1 Preferred Stock. Any such conversion shall Stock 7 Note to Draft: To be deemed to have been effected, without further action by any party, immediately prior to the close same anniversary as included in the definition of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to Date. describing (i) the holders of Series A Preferred Stock Shares. At applicable Mandatory Conversion Date, (ii) the time any conversion that occurred (or will occur) on such conversion has been effectedMandatory Conversion Date, the rights of the holders of shares of Series A Preferred Stock so converted shall cease and (iii) with respect to such converted holder, the number of shares of Class A Common Stock (and cash in lieu of fractional shares) into which such holder’s shares of Series A A-1 Preferred Stock converted (or will convert); provided, however, that (1) the Mandatory Conversion Date described in such notice may not be earlier than the fifth business day prior to delivery of such notice, and (2) the conditions set forth in clauses (x) and (y) of this sentence must remain satisfied as of such Mandatory Conversion Date. If the Company elects to cause less than all the shares of the Series A-1 Preferred Stock to be converted, the Company shall select the Series A-1 Preferred Stock to be converted from each Holder on a pro rata basis. If the Company selects a portion of a Holder’s Series A-1 Preferred Stock for partial conversion at the option of the Company and such Holder converts a portion of its shares of Series A-1 Preferred Stock, and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall both converted portions will be treated for all purposes as the record holders of such shares of Common on the date conversion is deemed to have been effected. The provisions be from the portion selected for conversion at the option of Section 5(a) shall apply to a Mandatory Conversion the Company under this Section 5(c7. Each share of Series A-1 Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock equal to (A) the quotient of (1) the Liquidation Preference divided by (2) 1,000 multiplied by (B) the Conversion Rate in effect at the time of such conversion (subject to aggregation and the payment of cash in lieu of fractional shares as provided in Section 12 of this Certificate of Designations).

Mandatory Conversion. If, on or (a) On the fifth business day after the later any delisting of the Closing Date or Preferred Stock by Nasdaq has become effective (the date “Mandatory Conversion Date”), each outstanding share of the Preferred Stock shall be automatically converted into 2.80 shares of Class A Common issuable upon conversion Stock per share of the Series A Preferred Stock become registered under (the Securities Act of 1933, as amended, and become eligible for trading to the public, the Market Price of the Common exceeds ${Note: this amount shall equal the Original Issue Price per share plus $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, to require the holders of all (but not less than all) outstanding shares of Series A Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 (a “Mandatory Conversion”). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion The Mandatory Conversion shall be deemed to have been effectedeffected at 5:00 p.m., without further action by any partyNew York City time, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. At the time any such conversion has been effectedDate, the rights of the holders of shares of Series A Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock, and such holders person or persons entitled to receive shares of Class A Common Stock issuable upon conversion of such Series A Preferred Stock the Mandatory Conversion shall be treated for all purposes as the record holders holder(s) of such shares of Class A Common Stock after that time on the date conversion is Mandatory Conversion Date, and the rights with respect to all shares of Preferred Stock, including the rights, if any, to receive notices, will terminate at that time, except only the rights of holders of Preferred Stock to receive certificates for the number of shares of Class A Common Stock into which such Preferred Shares have been converted. Except as provided in Section 6.3(b), prior to 5:00 p.m., New York City time, on the Mandatory Conversion Date, the shares of Class A Common Stock issuable upon the Mandatory Conversion of the Preferred Stock shall not be deemed to be outstanding for any purpose, and holders of the Preferred Stock shall have no rights with respect to such shares of Class A Common Stock, including voting rights, rights to respond to tender offers and rights to receive any dividends or other distributions on such shares of Class A Common Stock, by virtue of holding the Preferred Stock. (b) On or after the Mandatory Conversion Date, each holder of a certificated share of Preferred Stock shall upon the request of the Corporation surrender the certificate representing such share, duly endorsed or assigned to the Corporation or in blank, at the office of the transfer agent. If the shares of Class A Common Stock deliverable upon conversion are to be issued in a different name from the name in which the shares of Preferred Stock to be converted are registered, the holder must also deliver to the transfer agent a written notice of the name and address of the person in which the shares of Class A Common Stock deliverable upon conversion are to be registered and an instrument of transfer, in form satisfactory to the Corporation, duly executed by the holder or the holder’s duly authorized attorney, together with an amount sufficient to pay any transfer or similar tax in connection with the issuance and delivery of such shares of Class A Common Stock in such name (or evidence reasonably satisfactory to the Corporation demonstrating that such taxes have been effected. The paid). (c) As promptly as practicable after compliance with the provisions of Section 5(a10(b), the Corporation shall deliver or cause to be delivered at the office of the transfer agent for delivery to the holder thereof a certificate or certificates representing the number of shares of Class A Common Stock into which such Preferred Stock has been converted in accordance with the provisions of this Section 10, registered in the same name or names as the shares of Preferred Stock converted or such other name or names as are duly specified in accordance with Section 10(b). (d) No fractional shares or scrip representing fractional shares of Class A Common Stock shall apply to a be issued upon the Mandatory Conversion under this Section 5(c)of the Preferred Stock. If more than one share of Preferred Stock is surrendered for conversion by the same holder, the number of full shares of Class A Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Preferred Stock so surrendered. If the conversion of any share or shares of Preferred Stock results in a fraction, an amount equal to such fraction, multiplied by the last reported sale price of the Class A Common Stock on the Nasdaq Stock Market (or on such other national securities exchange or authorized quotation system on which the Class A Common Stock is then listed for trading or authorized for quotation or, if the Class A Common Stock is not then so listed or authorized for quotation, an amount determined in good faith by the Board of Directors to be the fair market value of the Class A Common Stock) at the close of business on the trading day next preceding the Mandatory Conversion Date shall be paid to such holder in cash by the Corporation. (e) The issuance or delivery of certificates for Class A Common Stock upon the Mandatory Conversion of shares of Preferred Stock shall be made without charge to the holder of shares of Preferred Stock for such certificates or for any documentary stamp or similar issue or transfer tax in respect of the issuance or delivery of such certificates or the securities represented thereby, and such certificates shall be issued or delivered in the respective names of, or in such names as may be directed by, the holders of the shares of Preferred Stock converted, provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the holder of the shares of Preferred Stock converted, and the Corporation shall not be required to issue or deliver such certificate unless or until the person or persons requesting the issuance or delivery thereof have paid to the Corporation the amount of such tax or have established to the reasonable satisfaction of the Corporation that such tax has been paid.

Mandatory Conversion. If(a) The Company will have the right (the "Mandatory Conversion Right"), on or after but not the later obligation, at any time, to convert, all but not less than all, of the Closing Date or the date the Outstanding Notes into shares of the Company's Series B Convertible Preferred Stock, par value $.01 per share (the "Series B Preferred Stock") having a liquidation preference per share of Series B Preferred Stock equal to $1,000 for each $1,000 principal amount of Notes converted, and having a conversion price and dividend rate equal to the conversion price and interest rate for the Notes so converted (the "Mandatory Conversion"). Any accrued but unpaid interest as of the effective date of the Mandatory Conversion shall be paid in cash to the Holder on the effective date of the Mandatory Conversion. The Series B Preferred Stock will have the term, limitations and relative rights and preferences as set forth in the Certificate of Designations in the form of Exhibit B to this Third Supplemental Indenture. The Company will only be able to exercise the Mandatory Conversion Right if (A) the Board of Directors of the Company in good faith determines, as evidenced by a Board Resolution, as of the effective date of the Mandatory Conversion, that: (i) there are legally available funds for payment of dividends on the Series B Preferred Stock for the foreseeable future; and (ii) neither the Mandatory Conversion nor the performance of the terms of the Series B Preferred Stock, including the issuance of Common issuable Stock upon conversion of the Series A B Preferred Stock become registered under Stock, is prohibited by the Securities Act terms and provisions of 1933, as amended, and become eligible for trading to the public, the Market Price any agreement of the Common exceeds ${Note: this amount Company, including any agreement or instrument relating to its indebtedness, or the Company's Certificate of Incorporation or Bylaws, or if the Mandatory Conversion would constitute a breach thereof, or a default thereunder, or if the making of the Mandatory Conversion shall equal be restricted or prohibited by any applicable law, rule or regulation; and (B) the Original Issue Price per share plus $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares Company shall have obtained an opinion of Series A Preferred Stock remain outstanding, to require the counsel from a nationally recognized law firm experienced in matters of federal taxation that holders of all (but Outstanding Notes will not less than all) outstanding shares recognize income, gain or loss for federal income tax purposes as a result of Series A Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 (a “Mandatory Conversion”). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be deemed to have been effected, without further action by any party, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. At the time any such conversion has been effected, the rights of the holders of shares of Series A Preferred Stock so converted shall cease except with respect to such converted shares the payment of Series A Preferred Stock, and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holders of such shares of Common on the date conversion is deemed to have been effected. The provisions of Section 5(a) shall apply to a Mandatory Conversion under this Section 5(c)any accrued but unpaid interest.

Mandatory Conversion. If, on or after the later of the Closing Date or the date the shares of Common issuable upon conversion of the Series A Preferred Stock become registered under the Securities Act of 1933, as amended, and become eligible for trading to the public, the Market Price of the Common exceeds ${NoteNOTE: this amount shall equal the Original Issue Price per share plus THIS AMOUNT SHALL EQUAL THE ORIGINAL ISSUE PRICE PER SHARE PLUS $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, to require the holders of all (but not less than all) outstanding shares of Series A Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 (a “Mandatory Conversion”"MANDATORY CONVERSION"). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be deemed to have been effected, without further action by any party, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. At the time any such conversion has been effected, the rights of the holders of shares of Series A Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock, and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holders of such shares of Common on the date conversion is deemed to have been effected. The provisions of Section 5(a) shall apply to a Mandatory Conversion under this Section 5(c).

Mandatory Conversion. If, on or after (a) Upon the later closing of the Closing Date or the date the sale of shares of Common issuable upon conversion of the Series A Preferred Stock become registered in an underwritten firm commitment public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, and become eligible for trading in which (i) the price to the public, the Market Price of the Common exceeds ${Note: this amount shall equal the Original Issue Price public per share plus is at least $5.00} per share 22.70 (as adjusted subject to equitable adjustment for any stock dividend, stock split, stock dividendsplit-up, recapitalization combination of shares or otherwise the like) and (ii) the aggregate offering price is at least $50,000,000 (based on the Commonmarket price or fair value at the time of such offering) for 10 consecutive Trading Days(the “IPO Mandatory Conversion Date”), the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, to require the holders of (i) all (but not less than all) outstanding shares of Series A A-1 Preferred Stock to convert such shall automatically be converted into shares into of Common pursuant to Stock, at the terms of this Section 5 then effective applicable conversion rate for Series A-1 Preferred Stock, (a “Mandatory Conversion”). In case of such election, the Corporation shall give written notice to each holder of ii) all outstanding shares of Series A A-2 Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective applicable conversion rate for Series A-2 Preferred Stock and (iii) all provisions included under the caption “Preferred Stock”, and all references to the Preferred Stock, shall be deleted and shall be of no further force or effect. (b) All outstanding shares of Series A-1 Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective applicable conversion rate for Series A-1 Preferred Stock and all outstanding shares of Series A-2 Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective applicable conversion rate for Series A-2 Preferred Stock upon the conversion of more than 75% in voting power of the aggregate number of shares of Preferred Stock at any time issued by the Corporation (other than any shares of Preferred Stock that have been redeemed or, if a Redemption Election has been made pursuant to Section 7 below, that the Corporation is required to redeem pursuant to such Section 7). Any such Such conversion shall be deemed to have occurred on the date (the “Special Conversion Date” and collectively with the IPO Mandatory Conversion Date, “Mandatory Conversion Dates”) upon which the aggregate number of shares of Preferred Stock which have been effectedconverted to Common Stock exceeds such 75%. (c) All holders of record of shares of Preferred Stock shall be given written notice of the relevant Mandatory Conversion Date and the place designated for mandatory conversion of all such Preferred Stock pursuant to this Section 6. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, without further action by any partypostage prepaid, immediately prior to each record holder of Preferred Stock at such holder’s address last shown on the records of the transfer agent for the Preferred Stock (or the records of the Corporation, if it serves as its own transfer agent). Upon receipt of such notice, each holder of shares of Preferred Stock shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the close of business on the fifth Business Day after Corporation to indemnify the Corporation delivers notice against any claim that may be made against the Corporation on account of its election the alleged loss, theft or destruction of a such certificate) to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 6. On the Mandatory Conversion Date, all outstanding shares of Preferred Stock shall be deemed to have been converted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the holders of Series A Preferred Stock Shares. At so converted, including the time any such conversion has been effectedrights, if any, to receive notices and vote (other than as a holder of Common Stock) will terminate, except for the rights of the holders thereof, upon surrender of their certificate or certificates (or lost certificate affidavit and agreement) therefor, to receive certificates for the number of shares of Series A Common Stock into which such Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon. If so converted required by the Corporation, certificates surrendered for conversion shall cease with respect be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for such Preferred Stock (or lost certificate affidavit and agreement), the Corporation shall cause to be issued and delivered to such converted shares holder, or on his, her or its written order, a certificate or certificates for the number of Series A Preferred Stock, and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holders of such full shares of Common Stock issuable on such conversion in accordance with the date provisions hereof and cash as provided in Subsection 5(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (d) All certificates evidencing shares of Preferred Stock which are required to be surrendered for conversion is in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been effectedretired and cancelled and the shares of Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. The provisions Such converted Preferred Stock may not be reissued, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of Section 5(a) shall apply to a Mandatory Conversion under this Section 5(c)shares of Preferred Stock accordingly.

Mandatory Conversion. If, on or after the later of the Closing Date or the date the shares of Common issuable upon conversion of the Series A Preferred Stock become registered under the Securities Act of 1933, as amended, and become eligible for trading to the public, the Market Price of the Common exceeds ${Note: this amount shall equal the Original Issue Price per Each share plus $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstandingshall be automatically converted, immediately at the Close of Business on the Mandatory Conversion Date, with no further action required to require be taken by the holders Company or the holder thereof, into the number of all shares of Common Stock equal to the number obtained by dividing (but not less than allx) outstanding shares the sum of (A) the Liquidation Preference plus (B) except to the extent paid in cash as contemplated by Section 6(c) at the time of the conversion, an amount per share of Series A Preferred Stock to convert such shares into Common pursuant equal to the terms of this Section 5 (a “Mandatory Conversion”). In case of accrued but unpaid dividends to which such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be deemed to have been effected, without further action by any party, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. At the time any such conversion has been effected, the rights of the holders of shares of Series A Preferred Stock so converted is entitled to receive pursuant to Section 4(b) through, but excluding, the conversion date, if any, by (y) the Conversion Rate in effect at such time. Immediately upon conversion as provided herein (i) each holder of Series A Preferred Stock shall cease with respect be deemed to be the holder of record of the Common Stock issuable upon conversion of such converted holder’s shares of Series A Preferred Stock, notwithstanding that the share register of the Company shall then be closed or that book-entry evidence shall not then actually be delivered to such Person and such holders entitled to receive Common upon conversion (ii) each converted shares of such Series A Preferred Stock as provided herein shall be treated for all purposes retired and cancelled automatically with no further action required to be taken by the Company or the holder thereof. As promptly as practicable on or after the record Mandatory Conversion Date (and in any event no later than five Trading Days thereafter), the Company shall provide notice to the holders of such the Series A Preferred Stock of the occurrence of the Mandatory Conversion Date, which notice shall set forth procedures for the surrender of the shares of Common on the date conversion is deemed to Series A Preferred Stock which have been effected. The provisions of Section 5(a) shall apply converted to a Mandatory Conversion under this Section 5(c).the

Mandatory Conversion. IfAll outstanding shares of Junior Preferred Stock shall automatically be converted, on or after at the later of the Closing Date or the date the Conversion Ratio, into fully paid and non-assessable shares of Common issuable upon conversion Stock at such time as the Company consummates a Qualified Initial Public Offering (as hereinafter defined), in which the aggregate per share offering price is at least $15.625 per share (provided that in the event the Company shall effect any stock dividend, stock split, reverse stock split or other combination of shares of common stock, recapitalization, reclassification, merger, consolidation or exchange offer, or similar events and transactions, then, and in each such case, such minimum price per share in effect immediately prior to such event or transaction or the record date therefor, whichever is earlier, shall be appropriately adjusted as determined in good faith by the Board); provided, however, that such outstanding shares of Junior Preferred Stock shall not be converted if, and to the extent that, shares of Junior Preferred Stock shall have been called for redemption pursuant to Section 8(b) hereof on or prior to the date of consummation of the Series A Qualified Initial Public Offering; and provided further that, notwithstanding the immediately preceding proviso, such unconverted shares of Junior Preferred Stock become registered shall nevertheless automatically be converted on the date that the applicable redemption payment is due pursuant to Section 8(e) hereof if and to the extent that such redemption payment shall not be made. The term "Qualified Initial Public Offering" shall mean one or a series of firm commitment underwritten public offerings of newly issued Common Stock pursuant to a registration statement under the Securities Act of 1933, as amended, and become eligible for trading where (i) the proceeds to the publicCompany (prior to deducting any underwriters' discounts and commissions) equal or exceed $100,000,000 and (ii) upon consummation of such offering, the Market Price Common Stock is listed on the New York Stock Exchange or American Stock Exchange or authorized to be traded on the Nasdaq National Market. The Company shall notify each record holder of Junior Preferred Stock, by first class mail, postage prepaid, on the date of consummation of the Common exceeds ${Note: this amount shall equal Qualified Initial Public Offering, of the Original Issue Price per share plus $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, to require the holders mandatory conversion of all (but not less than all) outstanding shares of Series A Junior Preferred Stock to convert such shares into Common pursuant to the terms of in accordance with this Section 5 (a “Mandatory Conversion”)7(b) and that the issuance of certificates representing the shares of Common Stock issued on conversion thereof shall be effected in accordance with the procedures set forth in Section 7(c) hereof. In case Failure to give such notice to any such holder shall in no way affect the mandatory conversion of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Junior ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇o Common Stock. Any Immediately following such conversion shall be deemed to have been effected, without further action by any party, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. At the time any such conversion has been effectedconversion, the rights of the holders of shares of Series A all Junior Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock, and such holders the persons entitled to receive the Common Stock upon the conversion of such Series A Junior Preferred Stock shall be treated for all purposes as having become the record holders owners of such shares of Common on the date conversion is deemed to have been effected. The provisions of Section 5(a) shall apply to a Mandatory Conversion under this Section 5(c)Stock.

Mandatory Conversion. IfAll outstanding shares of Junior Preferred Stock shall automatically be converted, on or after at the later of the Closing Date or the date the Conversion Ratio, into fully paid and non-assessable shares of Common issuable upon conversion Stock at such time as the Company consummates a Qualified Initial Public Offering (as hereinafter defined), in which the aggregate per share offering price is at least $15.625 per share (provided that in the event the Company shall effect any stock dividend, stock split, reverse stock split or other combination of shares of common stock, recapitalization, reclassification, merger, consolidation or exchange offer, or similar events and transactions, then, and in each such case, such minimum price per share in effect immediately prior to such event or transaction or the record date therefor, whichever is earlier, shall be appropriately adjusted as determined in good faith by the Board); provided, however, that such outstanding shares of Junior Preferred Stock shall not be converted if, and to the extent that, shares of Junior Preferred Stock shall have been called for redemption pursuant to Section 8(b) hereof on or prior to the date of consummation of the Series A Qualified Initial Public Offering; and provided further that, notwithstanding the immediately preceding proviso, such unconverted shares of Junior Preferred Stock become registered shall nevertheless automatically be converted on the date that the applicable redemption payment is due pursuant to Section 8(e) hereof if and to the extent that such redemption payment shall not be made. The term "Qualified Initial Public Offering" shall mean one or a series of firm commitment underwritten public offerings of newly issued Common Stock pursuant to a registration statement under the Securities Act of 1933, as amended, and become eligible for trading where (i) the proceeds to the publicCompany (prior to deducting any underwriters' discounts and commissions) equal or exceed $100,000,000 and (ii) upon consummation of such offering, the Market Price Common Stock is listed on the New York Stock Exchange or American Stock Exchange or authorized to be traded on the Nasdaq National Market. The Company shall notify each record holder of Junior Preferred Stock, by first class mail, postage prepaid, on the date of consummation of the Common exceeds ${Note: this amount shall equal Qualified Initial Public Offering, of the Original Issue Price per share plus $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, to require the holders mandatory conversion of all (but not less than all) outstanding shares of Series A Junior Preferred Stock in accordance with this Section 7(b) and that the issuance of certificates representing the shares of Common Stock issued on conversion thereof shall be effected in accordance with the procedures set forth in Section 7(c) hereof. Failure to convert give such shares notice to any such holder shall in no way affect the mandatory conversion of such Junior Preferred Stock into Common pursuant to the terms of this Section 5 (a “Mandatory Conversion”). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any Immediately following such conversion shall be deemed to have been effected, without further action by any party, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. At the time any such conversion has been effectedconversion, the rights of the holders of shares of Series A all Junior Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock, and such holders the persons entitled to receive the Common Stock upon the conversion of such Series A Junior Preferred Stock shall be treated for all purposes as having become the record holders owners of such shares of Common on the date conversion is deemed to have been effected. The provisions of Section 5(a) shall apply to a Mandatory Conversion under this Section 5(c)Stock.

Mandatory Conversion. IfSubject to the adjustments set forth in Section 4.2(b)(iv)(C), on or after the later each share of Preferred Stock shall be converted automatically into shares of the Closing Date or the date the shares of Corporation's Common issuable upon conversion of Stock at the Series A Preferred Stock become registered under the Securities Act of 1933Conversion Rate, Series B Conversion Rate or Series C Conversion Rate, as amendedapplicable, and become eligible for trading on the date a Qualifying IPO is consummated (the "Mandatory Conversion Date"). At least 60 days prior to the public, the Market Price of the Common exceeds ${Note: this amount shall equal the Original Issue Price per share plus $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, to require the holders of all (but not less than all) outstanding shares of Series A Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 (a “Mandatory Conversion”). In case of such electionConversion Date, the Corporation shall give written notice (1) notify all holders of the Preferred Stock of such event; (2) demand that all shares representing the Preferred Stock be returned to each the Corporation's offices or to the designated transfer agent; and (3) pay any transfer or similar tax with respect to the conversion, if any. As soon as practical but in any event within 30 days after the Mandatory Conversion Date, the Corporation shall deliver a certificate to and in the name of the holder of outstanding the Preferred Stock for the number of shares of Series A Common Stock issuable upon the conversion and a check in an amount calculated in accordance with Section 4.2(b)(iv)(A)(2) for any fractional shares, if any, for the shares of Preferred StockStock represented by the certificate. Any such conversion The name of the person in which the Preferred Stock was issued shall be deemed to have been effected, without further action by any party, immediately prior to treated as the close stockholder of business record of the Common Stock in which the Preferred Stock was converted on the fifth Business Day and after the Corporation delivers notice of its election of a Mandatory Conversion to Date. Adjustment (or cash payment, if applicable) shall be made for accrued and previously declared and unpaid dividends, as of the holders Mandatory Conversion Date, on shares of Series A Preferred Stock Sharesconverted pursuant to this Section 4.2(b)(iv)(B). At the time any Upon such conversion has been effectedconversion, the rights of the holders of Preferred Stock with respect to the shares of Series A Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock, and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holders of such shares of Common on the date conversion is deemed to have been effected. The provisions of Section 5(a) shall apply to a Mandatory Conversion under this Section 5(c)cease.

Mandatory Conversion. If, on or after (1) Upon the later closing of the Closing Date or the date the sale of shares of Common issuable upon conversion Stock, at a price of the Series A Preferred Stock become registered at least $15.00 per share (subject to appropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting such shares), in a public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, and become eligible for trading resulting in at least $10,000,000 of gross proceeds to the publicCorporation, the Market Price of the Common exceeds ${Note: this amount shall equal the Original Issue Price per share plus $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Commoni) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, to require the holders of all (but not less than all) outstanding shares of Series A B Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective Conversion Price, and (ii) the number of authorized shares of Preferred Stock of the Company shall be automatically reduced by the number of shares of Series B Preferred Stock, and all provisions included under the caption "Series B Preferred Stock", and all references to the Series B Preferred Stock shall be deleted and shall be of no further force or effect. (2) Upon the affirmative vote of the holders of a majority of the Series B Preferred Stock, (i) all outstanding shares of Series B Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective Conversion Price, and (ii) the number of authorized shares of Series B Preferred Stock of the Company shall be automatically reduced by the number of shares of Series B Continuation Sheet 2N Preferred Stock so converted, and all references to the Series B Preferred Stock, shall be deleted and shall be of no further force or effect. (3) The date of conversion specified in paragraphs (1) and (2) above shall be termed the "Mandatory Conversion Date". (b) All holders of record of shares of Series B Preferred Stock to convert such shares into Common be converted pursuant to the terms of this Section 5 shall be given written notice of the Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series B Preferred Stock pursuant to this Section 5. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, to each record holder of such Series B Preferred Stock at such holder's address last shown on the records of the transfer agent for the Series B Preferred Stock (a “Mandatory Conversion”or the records of the Corporation, if it serves as its own transfer agent). In case Upon receipt of such electionnotice, each holder of shares of Series B Preferred Stock so converted shall surrender his or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 5. On the Mandatory Conversion Date, all rights with respect to the Series B Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock) will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series B Preferred Stock has been converted, and payment of any accrued but unpaid dividends thereon. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for Series B Preferred Stock, the Corporation shall give cause to be issued and delivered to such holder, or on his or its written notice to each holder order, a certificate or certificates for the number of outstanding full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 4(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Series A B Preferred Stock. Any such Stock which are required to be surrendered for conversion shall in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been effected, without further action by any party, immediately prior to retired and canceled and the close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. At the time any such conversion has been effected, the rights of the holders of shares of Series A B Preferred Stock so represented thereby converted shall cease with respect into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such converted shares of date. The Corporation may thereafter take such appropriate action (without the need for Continuation Sheet 2O stockholder action) as may be necessary to reduce the authorized Series A Preferred Stock, and such holders entitled to receive Common upon conversion of such Series A B Preferred Stock shall be treated for all purposes as the record holders of such shares of Common on the date conversion is deemed to have been effected. The provisions of Section 5(a) shall apply to a Mandatory Conversion under this Section 5(c)accordingly.

Mandatory Conversion. If, on or after the later of the Closing Date or the date the shares of Common issuable upon conversion of the (i) If any Series A Preferred Stock become registered under the Securities Act Holder voluntarily or involuntarily transfers, sells, assigns, devises, distributes or bequeaths any of 1933, as amended, and become eligible for trading to the public, the Market Price of the Common exceeds ${Note: this amount shall equal the Original Issue Price per share plus $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while Series A Holder’s interest in any shares of Series A Preferred Stock remain outstanding(including, without limitation, the power to require the holders of all (but not less than all) outstanding vote or provide a consent with respect to any shares of Series A Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 by proxy or otherwise) (a “Mandatory ConversionTransfer”) to any Person (the “Transferee”) other than a Permitted Transferee, then each share of Series A Preferred subject to such Transfer automatically, without any action on the part of the Company or such Series A Holder, will be deemed to be converted into one share of fully paid and non-assessable Series B Preferred immediately before such transfer is completed. In the event of such a transfer, the Company and the transfer agent for the Series A Preferred, if any (the “Transfer Agent”). In case , shall not register the transfer of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be deemed to have been effected, without further action by any party, immediately prior except to the close Company or a Permitted Transferee of business such Series A Holder; provided, however, that such restrictions on transfer shall not apply to a Business Combination of the fifth Business Day after Company with or into another corporation or entity, if the Corporation delivers notice of its election of a Mandatory Conversion Company is not the Surviving Person. (ii) Notwithstanding anything to the holders of contrary set forth herein, any Series A Preferred Stock Shares. At Holder may pledge such Series A Holder’s shares to a financial institution pursuant to a bona fide pledge of such shares as collateral security of indebtedness due to the time pledgee; provided, however, that such shares shall remain subject to the provisions of this Section 8(b) and may not be voted by the pledgee and, upon any transfer of such conversion has been effectedshares to the pledgee, the rights of the holders of such shares shall convert into Series B shares in accordance with paragraph (i) above. (iii) Each certificate representing shares of Series A Preferred Stock so shall be endorsed with a legend that states that immediately prior to any Transfer of such shares of Series A Preferred such shares automatically will be converted into shares of Series B Preferred in accordance with the Restated Articles, and no such transfer will be valid unless such transfer has been recorded in stock transfer records kept by the Company or the Transfer Agent. (iv) To effect any Transfer of Series A Preferred (which shall cease with respect be converted into shares of Series B Preferred immediately prior to such Transfer as set forth in this Section 8(b)), the Series A Holder proposing to transfer such converted shares of Series A Preferred Stock, and must surrender the certificate(s) representing such holders entitled to receive Common upon conversion shares at the office of such the Company or the Transfer Agent for the Series A Preferred Stock with instructions identifying the Transferee proposed to receive converted shares of Series B Preferred. Thereupon, there shall be treated issued and delivered to such Transferee at such office in the name of the Transferee a certificate or certificates for all purposes as the record holders number of such shares of Common on Series B Preferred into which the date conversion is deemed to have been effected. The provisions of Section 5(a) shall apply to a Mandatory Conversion under this Section 5(c)Series A Preferred were converted.

Mandatory Conversion. If, on or after (a) Upon the later earlier of (A) the closing of the Closing Date or the date the sale of shares of Common issuable upon conversion Stock, at a price to the public of the Series A Preferred Stock become registered at least $8.25 per share (subject to appropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting such shares), in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, and become eligible for trading resulting in at least $30,000,000 of net proceeds to the publicCorporation after deduction of underwriters’ commissions and expenses payable by the Corporation (a “Qualifying Public Offering”), (B) the Market Price consummation of a Deemed Liquidation Event in which the Deemed Liquidation Event Consideration paid or distributed to the holders of capital stock of the Common exceeds Corporation is at least ${Note: this amount shall equal the Original Issue Price per share plus $5.00} 8.25 per share (as adjusted subject to appropriate adjustment for any stock splitsplits, stock dividenddisbursements, recapitalization combinations and other similar recapitalizations affecting such shares), or otherwise on the Common(C) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, a date agreed to require in writing by the holders of all (but not less than allx) at least a majority of the then outstanding shares of Series A C Preferred Stock, voting as a single class (on an as-converted to Common Stock basis), as to the mandatory conversion of the Series C Preferred Stock to convert (any such shares into Common pursuant to the terms of this Section 5 (date a “Mandatory ConversionConversion Date”). In case of such election, the Corporation shall give written notice to each holder of (i) all outstanding shares of the Series A C Preferred StockStock shall automatically be converted into shares of Common Stock at the then effective conversion rate and (ii) such shares may not be reissued by the Corporation. Any In the case of a conversion pursuant to clause (B) of the preceding sentence, such conversion shall be deemed to have been effected, without further action by any party, occur immediately prior to the close consummation of business on such Deemed Liquidation Event. For the fifth Business Day after the Corporation delivers notice avoidance of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. At the time doubt, any such conversion has shall be made without the issuance of additional shares or other consideration based on any accrued dividends which would otherwise be owed pursuant to Section 3.9.1. (b) All holders of record of shares of Series C Preferred Stock shall be given written notice of the Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series C Preferred Stock pursuant to this Section 3.9.5. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of the Business Corporation Law, to each record holder of Preferred Stock. Upon receipt of such notice, each holder of shares of Series C Preferred Stock shall surrender his or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 3.9.5. On the Mandatory Conversion Date, all outstanding shares of Series C Preferred Stock shall be deemed to have been effectedconverted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series C Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series C Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon. Upon any such conversion, no payment of any accumulated (whether or not declared) but unpaid dividends (including without limitation any declared Series C Dividends) on the Series C Preferred Stock shall be made. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for Series C Preferred Stock, the Corporation shall cause to be issued and delivered to such holder, or on his or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 3.9.4(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Series C Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the shares of Series C Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Series C Preferred Stock may not be reissued, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A C Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock, and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holders of such shares of Common on the date conversion is deemed to have been effected. The provisions of Section 5(a) shall apply to a Mandatory Conversion under this Section 5(c)accordingly.