Common use of Mechanics of Conversion Clause in Contracts

Mechanics of Conversion. Before any holder of Series A Preferred Stock shall be entitled to convert the same into full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice to the corporation at such office that such holder elects to convert the same; provided, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

Mechanics of Conversion. Before any holder To convert shares of Series A Preferred Stock into shares of Common Stock, the holder shall give written notice to the Corporation (which notice may be entitled given by facsimile transmission) that such holder elects to convert the same into full and shall state therein the number of shares to be converted and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock and to receive certificates therefor, such be issued. Promptly thereafter the holder shall surrender the certificate or certificates thereforrepresenting the shares to be converted, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stocksuch shares, and shall give written notice to the corporation or at such office that such holder elects to convert other place designated by the same; providedCorporation. The Corporation shall, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender immediately upon receipt of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificatenotice, issue and deliver at to or upon the order of such office to such holder holder, against delivery of Series A Preferred Stockthe certificates representing the shares which have been converted, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid entitled, and a check payable to certificate representing the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common StockSeries A Preferred not so converted, if any. Such The Corporation shall effect such issuance immediately and shall transmit the certificates by messenger or overnight delivery service to reach the address designated by such holder within three trading days after the receipt of such notice. Notice of conversion may be given by a holder at any time of day up to 5:00 p.m. Los Angeles time, and such conversion shall be deemed to have been made immediately prior to the close of business on the date such notice of such surrender of conversion is given (the shares of Series A Preferred Stock to be converted, and the "Conversion Date"). The person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at the close of business on such datethe Conversion Date.

Mechanics of Conversion. Before any holder of Series A Preferred Stock shall be entitled to convert the same into full shares of Common Stock and to receive certificates thereforStock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice to the corporation Corporation at such office that such holder elects its principal corporate office, of the election to convert the same; provided, however, that same and shall state therein the holder may notify name or names in which the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory certificates for shares of Common Stock are to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificatesbe issued. The corporation Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificatethereafter, issue and deliver at such office to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stockaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, converted and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive Common Stock upon conversion of such Preferred Stock shall not be deemed to have converted such Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any To convert shares of 6% Preferred into shares of Common Stock, the holder of Series A Preferred Stock shall give written notice to the Corporation (which notice may be entitled given by facsimile transmission) that such holder elects to convert the same into full and shall state therein the number of shares to be converted and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock and to receive certificates therefor, such be issued. Promptly thereafter the holder shall surrender the certificate or certificates thereforrepresenting the shares to be converted, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stocksuch shares, and shall give written notice to the corporation or at such office that such holder elects to convert other place designated by the same; providedCorporation. The Corporation shall, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender immediately upon receipt of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificatenotice, issue and deliver at to or upon the order of such office to such holder holder, against delivery of Series A Preferred Stockthe certificates representing the shares which have been converted, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid entitled, and a check payable to certificate representing the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock6% Preferred not so converted, if any. Such The Corporation shall effect such issuance immediately and shall transmit the certificates by messenger or overnight delivery service to reach the address designated by such holder within three trading days after the receipt of such notice. Notice of conversion may be given by a holder at any time of day up to 5:00 pm Los Angeles time, and such conversion shall be deemed to have been made immediately prior to the close of business on the date such notice of such surrender of conversion is given (the shares of Series A Preferred Stock to be converted, and the "Conversion Date"). The person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at the close of business on such datethe Conversion Date.

Mechanics of Conversion. Before any (i) In order for a holder of Series A Preferred Stock shall be entitled to convert the same shares of Series A Preferred Stock into full shares of Common Stock and to receive certificates thereforStock, such holder shall surrender the certificate or certificates therefor, duly endorsedfor such shares of Series A Preferred Stock, at the office of the corporation or of any transfer agent for the Series A Preferred StockStock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), and shall give together with written notice to the corporation at such office that such holder elects to convert the same; provided, however, that the holder may notify the corporation all or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu any number of the surrender shares of the Series A Preferred Stock represented by such certificate or certificates. Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, execute an agreement certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the corporation to indemnify Corporation, duly executed by the corporation from any loss incurred by it registered holder or his or its attorney duly authorized in connection with such certificateswriting. The corporation date of receipt of such certificates and notice by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) shall be the conversion date (“Conversion Date”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificateConversion Date, issue and deliver at such office to such holder of Series A Preferred Stock, or to his or its nominees, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid and a check payable to the holder entitled, together with cash in the amount lieu of any cash amounts payable as the result fraction of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such dateshare.

Mechanics of Conversion. Before any To exercise its conversion privilege, a holder of Series A Preferred Stock shall be entitled to convert the same into full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, representing the shares being converted to the Corporation at the office of the corporation or of any transfer agent for the Series A Preferred Stockits principal office, and shall give written notice to the corporation Corporation at such that office that such holder elects to convert such shares. Such notice shall also state the same; provided, however, that name or names (with address or addresses) in which the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated issued. The certificate or certificates for all purposes shares of Series Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Corporation or in blank. The date when such written notice is received by the Corporation together with the certificate or certificates representing the shares of Series Preferred Stock being converted, shall be the "Conversion Date". As promptly as practicable after the record Conversion Date, the Corporation shall issue and shall deliver to the holder of the shares of Series Preferred Stock being convened, a certificate or certificates in such denominations as it may request in writing for the number of full shares of Common Stock issuable upon the conversion of such shares of Series Preferred Stock in accordance with the provisions of this Section 4 and cash as provided in Section 4(k) below in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Series Preferred Stock shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of such record of shares of Common Stock on such daterepresented thereby.

Mechanics of Conversion. Before any Each holder of Series A Preferred Stock shall be entitled who desires to convert the same into full shares of Common Stock and pursuant to receive certificates therefor, such holder this Section B4 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice to the corporation at such office that such holder elects to convert the same; provided. Such notice shall state the number of shares of Preferred Stock being converted. Thereupon, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, shall promptly issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the such holder is entitled and shall be entitled as aforesaid and a check payable promptly pay (1) in cash or, to the holder extent sufficient funds are not then legally available therefor, in Common Stock (at the amount Common Stock’s fair market value determined by the board of directors as of the date of such conversion), any declared and unpaid dividends on the shares of Preferred Stock being converted and (2) in cash (at the Common Stock’s fair market value determined by the board of directors as of the date of conversion) the value of any cash amounts payable as the result of a conversion into fractional shares share of Common StockStock otherwise issuable to such holder. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates, duly endorsed representing the shares of Series A Preferred Stock to be convertedconverted together with such written notice, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on at such datetime. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to each offering, in which event the persons entitled to receive the Common Stock upon conversion of the Preferred Stock shall not be deemed to have converted such Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before The holder of any holder shares of Series A Preferred Stock shall be entitled may exercise the conversion right specified in Section 5(a) by surrendering to convert the same into full shares Corporation or the transfer agent of Common Stock and to receive certificates therefor, such holder shall surrender the Corporation the certificate or certificates therefor, duly endorsed, at the office of the corporation or of any transfer agent for the Series A Preferred Stockshares to be converted, and shall give accompanied by written notice specifying the number of shares to the corporation at such office that such holder elects to convert the samebe converted; provided, however, that the Corporation will not be obligated to issue to any such holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificatescertificates evidencing the shares of Class A Common Stock issuable upon such conversion, execute an agreement satisfactory to unless the corporation to indemnify certificate or certificates evidencing the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder shares of Series A Preferred StockStock are either delivered to the Corporation or the transfer agent of the Corporation. Conversion will be deemed to have been effected on the date when delivery is made of notice of an election to convert and the certificate or certificates evidencing the Series A Preferred Stock shares to be converted (the "Conversion Date"). Subject to the provisions of Section 5(e)(iv), as promptly as practicable thereafter, the Corporation will issue and deliver to or upon the written order of such holder a certificate or certificates for the number of full shares of Class A Common Stock to which the such holder shall be is entitled as aforesaid and a check payable or cash with respect to any fractional interest in a share of Class A Common Stock as provided in Section 5(d). Subject to the holder provisions of Section 5(e)(iv), the person in whose name the amount of any cash amounts payable as the result of a conversion into fractional certificate or certificates for shares of Class A Common Stock. Such conversion shall 105 Stock are to be issued will be deemed to have been made immediately prior to the close become a holder of business record of such Class A Common Stock on the date applicable Conversion Date. Upon conversion of such surrender only a portion of the number of shares covered by a certificate representing shares of Series A Preferred Stock surrendered for conversion, the Corporation will issue and deliver to be convertedor upon the written order of the holder of the certificate so surrendered for conversion, and at the person or persons entitled to receive expense of the Corporation, a new certificate covering the number of shares of Common Series A Preferred Stock issuable upon such conversion shall be treated for all purposes as representing the record holder or holders unconverted portion of such shares of Common Stock on such datethe certificate so surrendered.

Mechanics of Conversion. Before any Each holder of Series A C Preferred Stock shall be entitled who desires to convert the same into full shares of Common Stock and pursuant to receive certificates therefor, such holder this Section 4 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Company or of any transfer agent for the Series A Preferred StockC Preferred, and shall give written notice to the corporation Company at such office that such holder elects to convert the same; provided. Such notice shall state the number of shares of C Preferred being converted. Thereupon, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, Company shall promptly issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the such holder is entitled and shall be entitled as aforesaid and a check payable promptly pay (i) in cash or, to the holder extent sufficient funds are not then legally available therefor, in Common Stock (at the amount Common Stock’s fair market value determined by the Board of Directors as of the date of such conversion), any declared and unpaid dividends on the shares of C Preferred being converted and (ii) in cash (at the Common Stock’s fair market value determined by the Board of Directors as of the date of conversion) the value of any cash amounts payable as the result of a conversion into fractional shares share of Common StockStock otherwise issuable to such holder. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series A C Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

Mechanics of Conversion. Before any Each holder of Series A Kayne Preferred Stock shall be entitled who desires to convert the same into full shares of Common Stock and pursuant to receive certificates therefor, such holder this Subsection 3(d) shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Kayne Preferred Stock, and shall give written notice to the corporation Corporation at such office that such holder elects to convert the same; provided. Such notice shall state the number of shares of Kayne Preferred Stock being converted. Thereupon, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, Corporation shall promptly issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder is entitled and shall promptly pay (i) at the holder shall be entitled election of the holder, in cash (at the price set forth in Subsection (d)(ii)(B)(1) or (d)(ii)(B)(2), as aforesaid applicable) or in Common Stock (at the Kayne Preferred Conversion Rate), any accrued and a check payable unpaid dividends plus any declared and unpaid dividends on the shares of Kayne Preferred Stock being converted, and (ii) in cash (at the price set forth in Subsection (d)(ii)(B)(1) or (d)(ii)(B)(2), as applicable) the value of any fractional share of Common Stock otherwise issuable to the such holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stocksuch conversion. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series A Kayne Preferred Stock to be converted, and the person or persons entity entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

Mechanics of Conversion. Before any holder To convert shares of Series A Class H Preferred Stock shall be entitled to convert the same into full shares of Common Stock under Section 3(a), the holder shall give written notice to the Corporation (which notice may be given by facsimile transmission) that such holder elects (with the right to revoke) to convert the shares and shall state therein date of the conversion, the number of shares to receive be converted and the name or names in which such holder wishes the certificate or certificates thereforfor shares of Common Stock to be issued. Promptly thereafter, such the holder shall surrender the certificate or certificates thereforrepresenting the shares to be converted, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stocksuch shares, and shall give written notice to the corporation or at such office that such holder elects to convert other place designated by the sameCorporation; provided, however, that the holder may notify shall not be required to deliver the corporation certificates representing such shares if the holder is waiting to receive all or its transfer agent that part of such certificates have been lost, stolen or destroyed and, in lieu of from the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificatesCorporation. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, Corporation shall immediately issue and deliver at to or upon the order of such office to such holder holder, against delivery of Series A Preferred Stockthe certificates representing the shares which have been converted, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid entitled. The Corporation shall cause such issuance to be effected within five (5) business days and shall transmit the certificates by messenger or overnight delivery service to reach the address designated by such holder within five (5) business days after the receipt of such notice. The notice of conversion may be given by a check payable holder at any time during the day up to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such 5:00 p.m. South Plainfield, New Jersey time and such conversion shall be deemed to have been made immediately prior to the close of business on the date such notice of such surrender of the shares of Series A Preferred Stock to be converted, and the conversion is given. The person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at the close of business on such date.

Mechanics of Conversion. (i) Before any holder of Series A Convertible Preferred Stock shall be entitled voluntarily to convert the same into full shares of Common Stock and to receive certificates thereforStock, such holder he/she/it shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Company or of any transfer agent for the Series A Preferred Stocksuch stock, and shall give written notice to the corporation Company at such office that such holder he/she/it elects to convert the same; provided, however, that same and shall state therein the holder may notify number of shares to be converted and the corporation name or its transfer agent that such certificates have been lost, stolen or destroyed and, names in lieu of which he/she/it wishes the surrender of such certificate or certificates, execute an agreement satisfactory certificates for shares of Common Stock to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificatesbe issued. The corporation Company shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificatethereafter, issue and deliver at such office to such holder of Series A Convertible Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which he shall be entitled, and if the holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional has not converted all shares of Common Series A Convertible Preferred Stock, a certificate representing the shares of Series A Convertible Preferred Stock not converted. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such or surrender of the shares of Series A Convertible Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

Mechanics of Conversion. Before any holder To convert shares of Series A Class G Preferred Stock shall be entitled to convert the same into full shares of Common Stock under Section 3(a), the holder shall give written notice to the Corporation (which notice may be given by facsimile transmission) that such holder elects (with the right to revoke) to convert the shares and shall state therein date of the conversion, the number of shares to receive be converted and the name or names in which such holder wishes the certificate or certificates thereforfor shares of Common Stock to be issued. Promptly thereafter, such the holder shall surrender the certificate or certificates thereforrepresenting the shares to be converted, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stocksuch shares, and shall give written notice to the corporation or at such office that such holder elects to convert other place designated by the sameCorporation; provided, however, that the holder may notify shall not be required to deliver the corporation certificates representing such shares if the holder is waiting to receive all or its transfer agent that part of such certificates have been lost, stolen or destroyed and, in lieu of from the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificatesCorporation. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, Corporation shall immediately issue and deliver at to or upon the order of such office to such holder holder, against delivery of Series A Preferred Stockthe certificates representing the shares which have been converted, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid entitled. The Corporation shall cause such issuance to be effected within five (5) business days and shall transmit the certificates by messenger or overnight delivery service to reach the address designated by such holder within five (5) business days after the receipt of such notice. The notice of conversion may be given by a check payable holder at any time during the day up to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such 5:00 p.m. South Plainfield, New Jersey time and such conversion shall be deemed to have been made immediately prior to the close of business on the date such notice of such surrender of the shares of Series A Preferred Stock to be converted, and the conversion is given. The person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at the close of business on such date.

Mechanics of Conversion. Before any Each holder of Series A Preferred Stock shall be entitled who desires to convert the same into full shares of Common Stock and pursuant to receive certificates therefor, such holder this Section 4 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Company or of any transfer agent for the Series A Preferred StockPreferred, and shall give written notice to the corporation Company at such office that such holder elects to convert the same; provided. Such notice shall state the number of shares of Series A Preferred being converted. Thereupon, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, Company shall promptly (which shall be no later than three (3) business days) issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be is entitled as aforesaid and a check payable pay (i) in cash or, to the holder extent sufficient funds are not then legally available therefor, in Common Stock (at the amount Common Stock’s Fair Market Value calculated as of the date of such conversion), any declared and unpaid dividends on the shares of Series A Preferred being converted, and (ii) in cash (at the Common Stock’s Fair Market Value calculated as of the date of conversion) the value of any cash amounts payable as the result of a conversion into fractional shares share of Common StockStock otherwise issuable to any holder of Series A Series Preferred. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.. The “Fair Market Value” of the Common Stock as of the date of the conversion shall be determined as follows:

Mechanics of Conversion. Before any holder of Series A Convertible Preferred Stock shall be entitled to convert the same into full shares of Common Stock and to receive certificates thereforStock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the principal executive office of the corporation Corporation or of any transfer agent for the Series A Convertible Preferred Stock, and shall give written notice (a "Conversion Demand") to the corporation Corporation at such principal executive office that such holder he elects to convert the same; providedsame and shall state therein his name or the name or names of his nominees in which he wishes the certificate or certificates for shares of Common Stock to be issued, however, that the holder may notify number of shares to be converted and the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of date (the surrender "Conversion Date") of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificatesconversion which shall be a Business Day. The corporation Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificatethereafter, issue and deliver at such principal executive office to such holder of Series A such Convertible Preferred Stock, or to his nominee or nominees, a certificate or certificates for the number of shares of Common Stock to which the holder he shall be entitled as aforesaid and a check payable to certificate or certificates for such Convertible Preferred Stock as were represented by the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stockcertificates surrendered and not converted. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, Conversion Date and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

Mechanics of Conversion. Before any (i) In order for a holder of Series A Preferred Stock shall be entitled to convert the same shares of Preferred Stock into full shares of Common Stock and to receive certificates thereforStock, such holder shall surrender the certificate or certificates therefor, duly endorsed, for such shares of Preferred Stock at the office of the corporation or of any transfer agent for the Series A Preferred StockStock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), and shall give together with written notice to the corporation at such office that such holder elects to convert the same; provided, however, that the holder may notify the corporation all or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu any number of the surrender shares of Preferred Stock represented by such certificate or certificates. Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, execute an agreement certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the corporation to indemnify Corporation, duly executed by the corporation from any loss incurred by it registered holder or his or its attorney duly authorized in connection with such certificateswriting. The corporation date of receipt of such certificates and notice by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) shall be the conversion date (“Conversion Date”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate or certificates shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificateConversion Date, issue and deliver at such office to such holder of Series A Preferred Stock, or to his or its nominees, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid and a check payable to the holder entitled, together with cash in the amount lieu of any cash amounts payable as the result fraction of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such dateshare.

Mechanics of Conversion. Before any To convert shares of 5% Preferred into ----------------------- shares of Common Stock, the holder of Series A Preferred Stock shall give written notice to the Corporation (which notice may be entitled given by facsimile transmission) that such holder elects to convert the same into full and shall state therein the number of shares to be converted and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock and to receive certificates therefor, such be issued. Promptly thereafter the holder shall surrender the certificate or certificates thereforrepresenting the shares to be converted, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stocksuch shares, and shall give written notice to the corporation or at such office that such holder elects to convert other place designated by the same; providedCorporation. The Corporation shall, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender immediately upon receipt of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificatenotice, issue and deliver at to or upon the order of such office to such holder holder, against delivery of Series A Preferred Stockthe certificates representing the shares which have been converted, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid entitled. The Corporation shall effect such issuance within two business days and shall transmit the certificates by messenger or overnight delivery service to reach the address designated by such holder within two business days after the receipt of such notice. Notice of conversion may be given by a check payable holder at any time during the day up to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such midnight New York time and such conversion shall be deemed to have been made immediately prior to the close of business on the date such notice of such surrender of the shares of Series A Preferred Stock to be converted, and the conversion is given. The person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at the close of business on such date.

Mechanics of Conversion. Before any holder of Series A B Preferred Stock shall be entitled to convert the same into full shares of Common Stock and to receive certificates thereforStock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A B Preferred Stock, Stock and shall give written notice to the corporation Corporation at such office that such holder elects to convert the same; provided. In the event of an automatic conversion, however, that the holder may notify outstanding shares of Series B Preferred Stock shall be converted automatically without any further action by the corporation holders of Series B Preferred Stock and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent that such agent. The Corporation shall not be obligated to issue certificates have been lost, stolen evidencing Common Stock issuable upon automatic conversion unless and until the certificates representing the Series B Preferred Stock are surrendered to the Corporation or destroyed and, in lieu its transfer agent. No fractional shares of Common Stock shall be issued upon conversion of the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificatesSeries B Preferred Stock. The corporation Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in surrender of the case of a lost certificatecertificates for the Series B Preferred Stock, issue and deliver at such the office of the Corporation to such holder of Series A B Preferred Stock, Stock (i) a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid and and, if applicable, (ii) cash or a check payable to the holder in the amount of equal to any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to at the close time of business on the date of such surrender of the shares of Series A B Preferred Stock to be convertedconverted or, in the case of an automatic conversion, as provided in Section A.6(b), and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on at such datetime.

Mechanics of Conversion. Before any Each holder of Series A Preferred Stock shall be entitled that desires to convert the same its shares of Series A Preferred Stock into full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stock or Common Stock, and shall give written notice to the corporation Corporation at such office that such holder elects to convert the same; provided, however, that same and shall state therein the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu number of the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder shares of Series A Preferred Stock, Stock being converted. Thereupon the Corporation shall promptly issue and deliver to such holder a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stockis entitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the certificate or certificates representing the shares of Series A Preferred Stock to be converted, and the person or persons entity entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. In the event that a notice to convert is given following a Redemption Notice and such redemption is not consummated, the conversion shall, at the option of the holder of the Series A Preferred Stock who tendered for conversion, be voidable and such holder shall have the right to maintain ownership of the shares of Series A Preferred Stock tendered for conversion.

Mechanics of Conversion. Before No fractional shares of Ordinary Shares shall be issued upon conversion of any Series A Preference Shares. In lieu of any fractional share to which the holder would otherwise be entitled (after aggregating all shares into which the Series A Preference Shares held by such holder could be converted), the Company shall pay each equal to such fraction multiplied by the then fair market value of the Ordinary Shares ,as determined by the Board, before any holder of Series A Preferred Stock Preferences Shares shall be entitled to convert the same into full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefortherefore, duly endorsed, at the office of the corporation Company or of any transfer agent for the Series A Preferred StockPreference Shares, and shall give written notice to the corporation Company at such office that such holder he elects to convert the same; provided, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation Company shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificatethereafter, issue and deliver at such such, office to such holder of Series A Preferred StockPreference Shares, a certificate or certificates for the number of shares of Common Stock Ordinary Shares to which the such holder shall be entitled as aforesaid and entitled, together with a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common StockOrdinary Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and or in the case of conversion pursuant to Article 16.2, on the effective date of the offering as provided in article date of the offering as provided in Article 16.1above. And the person or persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock Ordinary Shares on such date; provided, that if any such conversion is made in connection with any transaction that would, if completed, constitute a liquidation of the Company for purposes of Article 113 hereof, or in connection with any public offering of the Company’s securities then such conversion may be made contingent upon, and effective only as of, the closing of such transaction or offering.

Mechanics of Conversion. Before any holder of Series A D Preferred Stock shall be entitled to convert the same into full shares of Common Stock and to receive certificates thereforStock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Common Stock, and shall give written notice to the corporation Corporation at such office that such holder he elects to convert the same; providedsame and shall state therein the number of shares of Series D Preferred Stock being converted. Thereupon, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, Corporation shall promptly issue and deliver at such office to such holder of Series A D Preferred Stock, Stock a certificate or certificates for the number of shares of Common Stock to which the holder he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stockentitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A D Preferred Stock to be converted, and the person Person or persons Persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. Promptly following a conversion pursuant to paragraph (g)(ii) above, the Corporation shall send each holder of Series D Preferred Stock a written notice thereof. Thereafter, as soon as practicable following the surrender of one or more certificates representing the Series D Preferred Stock that is so converted, the Corporation shall issue and deliver to such holder one or more certificates for the number of whole shares of Common Stock issuable upon conversion in accordance with the provisions hereof.

Mechanics of Conversion. Before any holder of Series A Preferred Stock shall be entitled to convert the same into full shares of Common Stock and pursuant to receive certificates thereforSubsection (d)(1) above, such holder shall surrender the certificate or certificates thereforfor such shares of Preferred Stock, duly endorsed, at the office of the corporation Corporation or of any transfer agent for of the Series A Preferred Stock, and shall give written notice to the corporation Corporation at such office that of the name or names in which such holder elects wishes the certificate or certificates for shares of Common Stock to convert be issued if different from the same; provided, however, name shown on the books and records of the Corporation. Said conversion notice shall also contain such representations as may reasonably be required by the Corporation to the effect that the holder may notify shares to be received upon conversion are not being acquired and will not be transferred in any way that might violate the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificatesthen applicable laws. The corporation Corporation shall, as soon as practicable thereafter and in no event later than thirty (30) days after such delivery, or such agreement and indemnification in the case delivery of a lost certificatesaid conversion notice, issue and deliver at such office to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stockaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the The person or persons entitled to receive the shares of Common Stock issuable upon such a conversion pursuant to Subsection (d)(1) shall be treated for all purposes as the record holder or holders of such shares of Common Stock on as of the effective date of conversion specified in such datesection. All certificates issued upon the exercise or occurrence of the conversion shall contain a legend governing restrictions upon such shares imposed by law or agreement of the holder or his predecessors.

Mechanics of Conversion. Before any Upon conversion, the holder of Series A Preferred Stock shall be entitled to convert the same into full shares of Common Stock and to receive certificates therefor, such holder shall Notes will surrender the certificate or certificates therefor, duly endorsedNotes, at the office of the corporation Company or of any transfer agent for the Series A Preferred StockNotes, and shall such holder will give written notice to the corporation at such office that Company stating the name or names in which such holder elects to convert wishes the same; provided, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificatescertificates for shares of Common Stock or C Preferred Shares, execute an agreement satisfactory as applicable, to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificatesbe issued. The corporation shallCompany, as soon as practicable after such deliverythereafter, or such agreement and indemnification in the case of a lost certificate, will issue and deliver at such office to such holder of Series A Preferred Stockthe Notes or to such holder's nominee or nominees, a certificate or certificates for the number of shares of Common Stock or C Preferred Shares, as applicable, to which the such holder shall will be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a aforesaid. Any conversion into fractional shares of Common Stock. Such conversion shall will be deemed to have been made immediately prior to the close of business on the date of such surrender the event of conversion, in the shares event of Series A Preferred Stock automatic conversion hereunder, or, in the event of voluntary conversion, immediately prior to be convertedthe close of business on the date when the Company receives a holder's Notes and any other documents or instruments required hereunder or by applicable law, and the person or persons entitled to receive the shares of Common Stock or C Preferred Shares, as applicable, issuable upon such conversion shall will be treated for all purposes as the record holder or holders of such shares of Common Stock or C Preferred Shares, as the case may be, on such datedate and any such date is referred to herein as the "Conversion Date."

Mechanics of Conversion. Before any Each holder of Series A Preferred Stock shall be entitled who desires to convert the same into full shares of Common Stock and pursuant to receive certificates therefor, such holder this Section 5 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Company or of any transfer agent for the Series A Preferred StockPreferred, and shall give written notice to the corporation Company at such office that such holder elects to convert the same; provided. Such notice shall state the number of shares of Series Preferred being converted. Thereupon, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, Company shall promptly issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the such holder is entitled and shall be entitled as aforesaid and a check payable promptly pay (i) in cash or, to the holder extent sufficient funds are not then legally available therefor, in Common Stock (at the amount Common Stock’s fair market value determined by the Board as of the date of such conversion), any declared and unpaid dividends on the shares of Series Preferred being converted and (ii) in cash (at the Common Stock’s fair market value determined by the Board as of the date of conversion) the value of any cash amounts payable as the result of a conversion into fractional shares share of Common StockStock otherwise issuable to any holder of Series Preferred. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

Mechanics of Conversion. Before any To convert shares of 5% Preferred into shares of Common Stock, the holder of Series A Preferred Stock shall give written notice to the Corporation (which notice may be entitled given by facsimile transmission) that such holder elects to convert the same into full and shall state therein the number of shares to be converted and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock and to receive certificates therefor, such be issued. Promptly thereafter the holder shall surrender the certificate or certificates thereforrepresenting the shares to be converted, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stocksuch shares, and shall give written notice to the corporation or at such office that such holder elects to convert other place designated by the sameCorporation; provided, however, provided that the holder may notify the corporation Corporation shall at all times maintain an office or its transfer agent that agency in New York City for such certificates have been lostpurposes. The Corporation shall, stolen or destroyed and, in lieu of the surrender immediately upon receipt of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificatenotice, issue and deliver at to or upon the order of such office to such holder holder, against delivery of Series A Preferred Stockthe certificates representing the shares that have been converted, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid and a check payable to the holder (in the amount number(s) and denomination(s) designated by such holder), and the Corporation shall deliver to such holder a certificate or certificates for the number of any cash amounts payable as the result of a conversion into fractional shares of Common Stock5% Preferred that such holder has not elected to convert (in the number(s) and denomination(s) designated by such holder). Such The Corporation shall effect such issuance and shall transmit the certificates by messenger or overnight delivery service to reach the address designated by such holder within two business days after the receipt of such notice. For all purposes of this Certificate of Designations, such conversion shall be deemed to have been made immediately prior to the close of business on the date such notice of such surrender of the shares of Series A Preferred Stock to be converted, and the conversion is given. The person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at the close of business on such date.

Mechanics of Conversion. Before any holder To convert shares of Series A B Preferred Stock ----------------------- into shares of Common Stock, the holder shall give written notice to the Corporation (which notice may be entitled given by facsimile transmission) that such holder elects to convert the same into full and shall state therein the number of shares to be converted and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock and to receive certificates therefor, such be issued. Promptly thereafter the holder shall surrender the certificate or certificates thereforrepresenting the shares to be converted, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stocksuch shares, and shall give written notice to the corporation or at such office that such holder elects to convert other place designated by the same; providedCorporation. The Corporation shall, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender immediately upon receipt of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificatenotice, issue and deliver at to or upon the order of such office to such holder holder, against delivery of Series A Preferred Stockthe certificates representing the shares which have been converted, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid entitled. The Corporation shall effect such issuance within 48 hours and shall transmit the certificates by messenger or overnight delivery service to reach the address designated by such holder within 2 business days after the receipt of such notice. Notice of conversion may be given by a check payable holder at any time of day up to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such 5:00 pm Los Angeles time, and such conversion shall be deemed to have been made immediately prior to the close of business on the date such notice of such surrender of the shares of Series A Preferred Stock to be converted, and the conversion is given. The person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at the close of business on such date.

Mechanics of Conversion. Before any Each holder of Series A Preferred Stock shall be entitled who wishes to convert the same into full shares of Common Stock and pursuant to receive certificates therefor, such holder this Article 4.B.3 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice to the corporation Corporation at such office that such holder elects to convert the same; provided. Such notice shall state the number of shares of Preferred Stock being converted. Thereupon, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, Corporation shall promptly issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the such holder is entitled and shall be entitled as aforesaid and a check payable promptly pay in cash or, to the holder extent sufficient funds are not available therefor, in Common Stock (at the amount Common Stock's fair market value as determined by the Board of Directors as of the sate of such conversion) any cash amounts payable as declared and unpaid dividends on the result of a conversion into fractional shares of Common StockPreferred Stock being converted. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. Upon conversion of only a portion of the number of shares of Preferred Stock represented by a certificate surrendered for conversion, the Corporation shall issue and deliver to or upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Preferred Stock representing the unconverted portion of the certificate so surrendered.

Mechanics of Conversion. Before any Each holder of Series A B Preferred Stock shall be entitled who desires to convert the same into full shares of Common Stock and pursuant to receive certificates therefor, such holder this Section 4 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Company or of any transfer agent for the Series A Preferred StockB Preferred, and shall give written notice to the corporation Company at such office that such holder elects to convert the same; provided. Such notice shall state the number of shares of B Preferred being converted. Thereupon, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, Company shall promptly issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the such holder is entitled and shall be entitled as aforesaid and a check payable promptly pay (i) in cash or, to the holder extent sufficient funds are not then legally available therefor, in Common Stock (at the amount Common Stock’s fair market value determined by the Board of Directors as of the date of such conversion), any declared and unpaid dividends on the shares of B Preferred being converted and (ii) in cash (at the Common Stock’s fair market value determined by the Board of Directors as of the date of conversion) the value of any cash amounts payable as the result of a conversion into fractional shares share of Common StockStock otherwise issuable to such holder. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series A B Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

Mechanics of Conversion. Before any holder of Series A C Preferred Stock shall be entitled to convert the same into full shares of Common Stock and to receive certificates thereforStock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Common Stock, and shall give written notice to the corporation Corporation at such office that such holder he elects to convert the same; providedsame and shall state therein the number of shares of Series C Preferred Stock being converted. Thereupon, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, Corporation shall promptly issue and deliver at such office to such holder of Series A C Preferred Stock, Stock a certificate or certificates for the number of shares of Common Stock to which the holder he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stockentitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A C Preferred Stock to be converted, and the person Person or persons Persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. Promptly following a conversion pursuant to paragraph (g)(ii) above, the Corporation shall send each holder of Series C Preferred Stock a written notice thereof. Thereafter, as soon as practicable following the surrender of one or more certificates representing the Series C Preferred Stock that is so converted, the Corporation shall issue and deliver to such holder one or more certificates for the number of whole shares of Common Stock issuable upon conversion in accordance with the provisions hereof.

Mechanics of Conversion. Before any To convert shares of 5% Preferred into ------------------------ shares of Common Stock, the holder of Series A Preferred Stock shall give written notice to the Corporation (which notice may be entitled given by facsimile transmission) that such holder elects to convert the same into full and shall state therein the number of shares to be converted and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock and to receive certificates therefor, such be issued. Promptly thereafter the holder shall surrender the certificate or certificates thereforrepresenting the shares to be converted, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stocksuch shares, and shall give written notice to the corporation or at such office that such holder elects to convert other place designated by the same; providedCorporation. The Corporation shall, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender immediately upon receipt of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificatenotice, issue and deliver at to or upon the order of such office to such holder holder, against delivery of Series A Preferred Stockthe certificates representing the shares which have been converted, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid entitled. The Corporation shall effect such issuance within two (2) business days and shall transmit the certificates by messenger or overnight delivery service to reach the address designated by such holder within two (2) business days after the receipt of such notice. Notice of conversion may be given by a check payable holder at any time during the day up to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such midnight New York time and such conversion shall be deemed to have been made immediately prior to the close of business on the date such notice of such surrender of the shares of Series A Preferred Stock to be converted, and the conversion is given. The person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at the close of business on such date.

Mechanics of Conversion. Before any Each holder of Series A Preferred Stock shall be entitled who desires to convert the same into full shares of Common Stock and pursuant to receive certificates therefor, such holder this Section 4 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Company or of any transfer agent for the Series A Preferred StockPreferred, and shall give written notice to the corporation Company at such office that such holder elects to convert the same; provided. Such notice shall state the number of shares of A Preferred being converted. Thereupon, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, Company shall promptly issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the such holder is entitled and shall be entitled as aforesaid and a check payable promptly pay (i) in cash or, to the holder extent sufficient funds are not then legally available therefor, in Common Stock (at the amount Common Stock’s fair market value determined by the Board of Directors as of the date of such conversion), any declared and unpaid dividends on the shares of A Preferred being converted and (ii) in cash (at the Common Stock’s fair market value determined by the Board of Directors as of the date of conversion) the value of any cash amounts payable as the result of a conversion into fractional shares share of Common StockStock otherwise issuable to such holder. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.