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 $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 $27.80 1,000 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 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 $27.80 {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 (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 $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 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) If the Corporation shall effect a firm commitment underwritten Public Offering of shares of its Common Stock in which (a) the aggregate price paid by the public for the shares will be at least $15 million and (b) the price per share paid by the public for such shares will be at least four times the Conversion Price then in effect ("Qualified Public Offering") then the Corporation shall require the conversion of, on or after and the later holders shall convert, all of the Closing Date or the date the outstanding Series A Preferred Shares into shares of Common issuable Stock and upon such conversion each holder of Series A Preferred Shares shall also receive from the Corporation in respect to each share of Series A Preferred so converted, at such holder's election, either (i) a cash amount equal to the Liquidation Value, or (ii) an additional number of shares of registered Common Stock equal to the number obtained by dividing the Liquidation Value by the price per share received by the Corporation in such Qualified Public Offering, all without any further action by the holders of such Series A Preferred Shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent. Any such mandatory conversion shall only be effected at the time of and subject to the closing of the sale of such shares pursuant to such Qualified Public Offering and upon written notice of such mandatory conversion delivered to all holders of Series A Preferred at least seven but not more than 20 days prior to such closing. (b) If (i) the Corporation shall effect a firm commitment underwritten Public Offering of shares of its Common Stock which is not a Qualified Public Offering (a "Non-Qualified Public Offering") and (ii) the holders of at least 66-2/3% of the Series A Preferred Stock become registered under Shares outstanding at such time shall approve such Non-Qualified Public Offering then the Securities Act of 1933, as amendedCorporation shall require the conversion of, and become eligible for trading to the publicholders shall convert, the Market Price all of the outstanding Series A Preferred Shares into shares of Common exceeds $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 Stock and upon such 10 Trading Day period, and at any time thereafter while any shares conversion each holder of Series A Preferred Stock remain outstanding, Shares shall also receive from the Corporation in respect to require the holders of all (but not less than all) outstanding shares each share of Series A Preferred Stock to convert so converted, at such shares into Common pursuant holder's election, either (i) a cash amount equal to the terms Liquidation Value, or (ii) an additional number of this Section 5 (a “Mandatory Conversion”). In case shares of registered Common Stock equal to the number obtained by dividing the Liquidation Value by the price per share received by the Corporation in such Non-Qualified Public Offering, all without any further action by the holders of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred StockShares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent. Any such mandatory conversion shall only be deemed to have been effected, without further action by any party, immediately prior effected at the time of and subject to the close closing of business on the fifth Business Day after the Corporation delivers sale of such shares pursuant to such Non- Qualified Public Offering and upon written notice of its election of a Mandatory Conversion such mandatory conversion delivered to the all 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 at least 7 but not more than 20 days prior 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)closing.

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 $27.80 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 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 $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, 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 $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 The Corporation shall give written notice to each holder of outstanding a share of Series A Preferred Stock within ten (10) days after the effectiveness of an Increase in Authorized Common Stock. Following the conversion of such shares, each holder of shares so converted may surrender the certificate therefor at the office of the Corporation or any transfer agent for the Series A Preferred Stock. Any Upon such conversion shall be deemed to have been effectedsurrender, without further action by any party, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice shall issue and deliver to each holder a certificate or certificates for the number of its election whole shares of a Mandatory Conversion Common Stock to which such holder is entitled. In lieu of any fractional shares to which the holders of Series A Preferred Stock Shares. At the time any such conversion has been effectedholder would otherwise be entitled, the rights Corporation shall pay cash equal to such fraction multiplied by the then fair market value (as determined in good faith by the Board of Directors of the holders Corporation) of the Common Stock. The conversion of shares of Series A Preferred Stock so converted shall cease be effective simultaneously with respect to the effectiveness of an Increase in Authorized Common Stock, whether or not the certificates representing such converted shares of Series A Preferred Stock, Stock shall have been surrendered or new certificates representing the shares of Common Stock into which such shares have been converted shall have been issued and such holders the person or persons entitled to receive the shares of Common Stock issuable upon such conversion of such Series A Preferred Stock shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. Any dividends or distributions declared but unpaid at the time of a mandatory conversion with respect to the Series A Preferred Stock so converted, including any dividends declared on the Common Stock to which the Series A Preferred Stock is entitled pursuant to Section 6 above, shall be paid on the payment 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)therefore.

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 $27.80 {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”"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 $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 The Corporation shall give written notice to each holder of outstanding shares a share of Series A C Preferred Stock within ten (10) days after the effectiveness of an Increase in Authorized Common Stock. Following the conversion of such shares, each holder of shares so converted may surrender the certificate therefor at the office of the Corporation or any transfer agent for the Series C Preferred Stock. Any Upon such conversion shall be deemed to have been effectedsurrender, without further action by any party, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice shall issue and deliver to each holder a certificate or certificates for the number of its election whole shares of a Mandatory Conversion Common Stock to which such holder is entitled. In lieu of any fractional shares to which the holders of Series A Preferred Stock Shares. At the time any such conversion has been effectedholder would otherwise be entitled, the rights Corporation shall pay cash equal to such fraction multiplied by the then fair market value (as determined in good faith by the Board of Directors of the holders Corporation) of the Common Stock. The conversion of shares of Series A C Preferred Stock so converted shall cease be effective simultaneously with respect to the effectiveness of an Increase in Authorized Common Stock, whether or not the certificates representing such converted shares of Series A C Preferred Stock, Stock shall have been surrendered or new certificates representing the shares of Common Stock into which such shares have been converted shall have been issued and such holders the person or persons entitled to receive the shares of Common Stock issuable upon such conversion of such Series A Preferred Stock shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. Any dividends or distributions declared but unpaid at the time of a mandatory conversion with respect to the Series C Preferred Stock so converted, including any dividends declared on the Common Stock to which the Series C Preferred Stock is entitled pursuant to Section 6 above, shall be paid on the payment 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)therefore.

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 $27.80 per Each 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. If, on or after If at any time the later Corporation shall effect ▇ ▇▇▇▇ ▇▇▇▇▇tment underwritten public offering of shares of Common Stock in which (i) the Closing Date or price paid by the date public for such shares shall be at least two times the Series A Conversion Price per share and (as adjusted from time to time) and (ii) the aggregate value of the shares of Common Stock 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 $27.80 per each 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 Convertible Preferred Stock remain outstanding(utilizing the offering price in such underwriting) is at least $5,000,000 (appropriately adjusted to reflect the occurrence of any event described in subparagraph 6F), then effective upon the closing of the sale of such shares by the Corporation pursuant to require the holders of such public offering, all (but not less than all) outstanding shares of Series A Convertible Preferred Stock shall automatically convert 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 Common Stock 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 Sharesbasis set forth in this paragraph 6. At the time any such conversion has been effected, the rights of the holders Holders of shares of Series A Convertible Preferred Stock so converted shall cease with respect may deliver to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to such converted holders) during its usual business hours, the certificate or certificates for the shares so converted. As promptly as practicable thereafter, the Corporation shall issue and deliver to such holder a certificate or certificates for the number of whole shares of Common Stock to which such holder is entitled, together with any cash dividends and payment in lieu of fractional shares to which such holder may be entitled pursuant to subparagraph 6C. Until such time as a holder of shares of Series A Preferred Stock, and such holders entitled to receive Common upon conversion of such Series A Convertible Preferred Stock shall surrender his or its certificates therefor as provided above, such certificates shall be treated for all purposes as deemed to represent the record holders of such shares of Common on Stock which such holder shall be entitled upon 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)surrender thereof.