Common use of Optional Conversion Clause in Contracts

Optional Conversion. At any time and from time to time, any Holder shall have the right, at its option, to convert all or any portion of the shares of Series B Preferred Stock (including all accrued dividends paid or payable in shares of Series B Preferred Stock and any fraction of a share) held by such Holder into such number of shares of fully paid and nonassessable Common Stock as equals the product of (i) the number of shares of Series B Preferred Stock to be converted by such Holder and (ii) the quotient of (x) the Purchase Price and (y) the Conversion Price in effect on the Conversion Date. Each optional conversion of Series B Preferred Stock shall be deemed to have been effected as of the close of business on the effective date of such conversion specified in a written notice by such Holder to the Corporation (the "Conversion Date"); provided, however, that the Conversion Date shall not be a date earlier than the date such notice is so given, and if such notice does not specify a conversion date, the Conversion Date shall be deemed to be the date such notice is given to the Corporation. On the Conversion Date, the rights of the holder of such Series B Preferred Stock as such Holder shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. Notwithstanding any other provision hereof, if a voluntary conversion of Series B Preferred Stock is to be made in connection with a public offering other than a Qualified Public Offering or a Sale of the Corporation other than a Qualified Sale of the Corporation, such conversion may, at the election of the Holder, be conditioned upon the consummation of the respective public offering or Sale of the Corporation, in which case such conversion shall not be deemed to be effective until the closing of such public offering or Sale of the Corporation, as the case may be.

Optional Conversion. At any time and from time Subject to timethe provisions of Section 6(b) set forth below, any Holder the entire outstanding principal amount of this Note shall have be convertible at the right, at its option, to convert all or any portion option of Purchaser into shares of the shares Common Stock at a purchase price per share (the “Purchase Price”) as follows: (i) $1.25 per share of Series B Preferred Common Stock if converted on or before the 90th day after the date hereof; (including all accrued dividends paid ii) $1.50 per share of Common Stock if converted after the 90th day, but on or payable before the 180th day following the date hereof; and (iii) $1.75 per share of Common Stock if converted after the 180th day following the date hereof, but before the Maturity Date. In the event the Company shall (i) pay a dividend on the Common Stock in shares of Series B Preferred Common Stock and any fraction or make a distribution of shares of Common Stock; (ii) subdivide its outstanding shares of Common Stock; (iii) combine its outstanding shares of Common Stock into a share) held by such Holder into such smaller number of shares of fully paid and nonassessable Common Stock; or (iv) issue, by reclassification of its shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving corporation), the Purchase Price shall be proportionally adjusted accordingly. Before Purchaser shall be entitled to convert this Note into shares of Common Stock as equals under this Section 6(a), it shall surrender this Note, duly endorsed, at the product office of (i) the number Company and shall give written notice to the Company at its principal corporate office, of shares the election to convert the same pursuant to this Section, and shall state therein the amount of Series B Preferred Stock the unpaid principal amount of this Note and accrued interest to be converted by such Holder and (ii) the quotient of (x) the Purchase Price and (y) the Conversion Price in effect on the Conversion Date. Each optional conversion of Series B Preferred Stock shall be deemed to have been effected as of the close of business on the effective date of such conversion specified in a written notice by such Holder to the Corporation (the "Conversion Date"); provided, however, that the Conversion Date shall not be a date earlier than the date such notice is so given, and if such notice does not specify a conversion date, the Conversion Date shall be deemed to be the date such notice is given to the Corporation. On the Conversion Date, the rights of the holder of such Series B Preferred Stock as such Holder shall cease and the Person or Persons in whose name or names any in which the certificate or certificates for shares of Common Stock are to be issued issued. The Company shall, as soon as practicable thereafter, issue and deliver to Purchaser a certificate or certificates for the number of shares of Common Stock to which Purchaser shall be entitled upon conversion (bearing such legends as are required by the Purchase Agreement and applicable state and federal securities laws in the opinion of counsel to the Company), together with a replacement Note (if any principal amount or interest is not converted) and any other securities and property to which Purchaser is entitled upon such conversion under the terms of this Note, including a check payable to Purchaser for any cash amounts payable as described in Section 6(b). The conversion shall be deemed to have become been made immediately prior to the holder close of business on the date of the surrender of this Note, and the Person or holders of record of Persons entitled to receive the shares of Common Stock represented thereby. Notwithstanding any other provision hereof, if a voluntary conversion of Series B Preferred Stock is to be made in connection with a public offering other than a Qualified Public Offering or a Sale of the Corporation other than a Qualified Sale of the Corporation, such conversion may, at the election of the Holder, be conditioned upon the consummation of the respective public offering or Sale of the Corporation, in which case such conversion shall not be deemed to be effective until treated for all purposes as the closing record Purchaser of such public offering or Sale shares of the Corporation, Common Stock as the case may beof such date.

Optional Conversion. At So long as the Company does not consummate a Qualifying Financing prior thereto, at any time hereinafter upon the unanimous written election (the "Optional Conversion Election") of TVM, Merlin and Private Equity Holding to effect the conversion of all of the Convertible Notes, the outstanding principal and accrued interest on this Note shall be converted into shares of a new series of the convertible preferred stock of the Company (the "Optional Conversion Preferred Stock"), at a price per share calculated so as to assure that, immediately following such conversion of the Convertible Notes, the shares of the Common Stock issuable upon conversion of the Optional Conversion Preferred Stock bears a proportion to the total number of shares of the Company's Common Stock outstanding or issuable upon exercise and/or conversion of all options, warrants (excluding all Stock Purchase Warrants), preferred stock (including the Optional Conversion Preferred Stock) and other convertible securities then outstanding equal to the outstanding principal and accrued interest on all of the Convertible Notes divided by the sum of the outstanding principal and accrued interest on all of the Convertible Notes and $20,000,000.00. Such conversion shall occur as soon as reasonably practicable after the delivery of the Optional Conversion Election. The terms of the Optional Conversion Preferred Stock shall be subject to negotiation by the Company and the holders of the Convertible Notes, including the Payee, but in any event shall (a) provide that (1)upon any liquidation or deemed liquidation event (as described in Section 1 of Article FOURTH of the Company's Certificate of Incorporation as amended and/or restated from time to time (the "Current Charter")) holders of Optional Convertible Preferred Stock shall be entitled to receive on account of each of their shares of Optional Convertible Preferred Stock first out of the assets of the Company available to holders of the Company's capital stock, an amount not less than three (3) times the amount per share at which the Convertible Notes are converted into Optional Conversion Preferred Stock and (2) provide the Optional Convertible Preferred Stock with so-called "full ratchet anti-dilution protection," and (b) be subject to the unanimous approval of each of TVM, Merlin and Private Equity Holding. To effect such conversion, the Company and the Payee shall become parties to all ordinary and customary agreements necessary to fully set forth the terms and conditions of such purchase and to provide the Payee with all the rights, and subject the Payee to all of the restrictions or obligations, granted to or imposed on the holders of the Optional Conversion Preferred Stock in connection with their purchase thereof, as such rights, restrictions and obligations may have been amended from time to time. Promptly after the delivery by TVM, any Holder Merlin and Private Equity Holding of the Optional Conversion Election, the Company shall have the right, at use its option, best efforts to convert cause to be taken all or any portion corporate action necessary to amend its Certificate of Incorporation to authorize the shares of Series B Optional Conversion Preferred Stock (including all accrued dividends paid or payable in shares of Series B Preferred Stock and any fraction of a share) held by such Holder into such number of shares of fully paid and nonassessable Common Stock as equals the product of (i) the number of shares of Series B Preferred Stock to be converted by such Holder and (ii) the quotient of (x) the Purchase Price and (y) the Conversion Price in effect on the Conversion Date. Each optional issuable upon conversion of Series B Preferred Stock shall be deemed to have been effected as of the close of business on the effective date of such conversion specified in a written notice by such Holder to the Corporation (the "Conversion Date"); provided, however, that the Conversion Date shall not be a date earlier than the date such notice is so given, and if such notice does not specify a conversion date, the Conversion Date shall be deemed to be the date such notice is given to the Corporation. On the Conversion Date, the rights of the holder of such Series B Preferred Stock as such Holder shall cease Convertible Notes and the Person or Persons in whose name or names any certificate or certificates for shares exercise of Common all Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of Purchase Warrants and the shares of Common Stock represented thereby. Notwithstanding any other provision hereof, if a voluntary issuable upon conversion of Series B such shares of Optional Conversion Preferred Stock is and to effect all other changes to the Company's Certificate of Incorporation as may be made in connection with a public offering other than a Qualified Public Offering or a Sale of the Corporation other than a Qualified Sale of the Corporation, such conversion may, at the election of the Holder, be conditioned upon the consummation of the respective public offering or Sale of the Corporation, in which case such conversion shall not be deemed to be effective until the closing of such public offering or Sale of the Corporation, as the case may berequired.

Optional Conversion. At Subject to the provisions hereof, at any time following the twenty-first (21st) day after the Company has sent to its stockholders an information statement under Regulation 14C of the Securities Exchange Act of 1934 with respect to the action by written consent of holders of a majority of the outstanding Buyer Common Stock to authorize the issuance of Buyer Common Stock issuable upon conversion of this Note, and from time to timeso long as (i) the Buyer Common Stock is authorized for listing or quotation on a national securities exchange, any Holder shall have Nasdaq or the right, at its option, to convert Over-the-Counter Bulletin Board or the “pink sheets,” and (ii) all or any a portion of the shares principal amount of Series B Preferred Stock (including all accrued dividends paid this Note remains outstanding, either the Holder or payable in shares of Series B Preferred Stock and any fraction of a share) held by such Holder the Company may at its election convert this Note into such the number of shares of fully paid and nonassessable non-assessable shares (the “Conversion Shares”) of Buyer Common Stock equal to the aggregate outstanding principal amount due under this Note (plus accrued interest) divided by the Conversion Price (as equals defined below), by notice of conversion and surrender (or, in the product case of (ia Company-elected conversion, request for surrender) of this Note at the number principal office of shares the Company, or such other office or agency of Series B Preferred Stock the Company as it may reasonably designate by written notice to be converted by such Holder and (ii) the quotient of Holder, during normal business hours on any Business Day. The “Conversion Price” shall, subject to adjustment as provided in Section 6 below, mean (x) $3.50 (the Purchase Price “Initial Conversion Price”) if either the Company or the Holder elects to convert this Note prior to the first anniversary of the date of issuance and (y) if either the Company or the Holder elects to convert this Note after the first anniversary of the date of issuance, the lesser of (A) the Initial Conversion Price (as it may be adjusted in effect accordance with Section 6) and (B) the volume weighted average trading price per share of Buyer Common Stock for the twenty (20) trading days ending on the Conversion Date. Each optional conversion of Series B Preferred Stock shall be deemed second trading date prior to have been effected as the date of the close notice of business on the effective date of such conversion specified in a written notice by such Holder to the Corporation (the "Conversion Date"); provided, however, that the Conversion Date shall not be a date earlier than the date such notice is so given, and if such notice does not specify a conversion date, the Conversion Date shall be deemed to be the date such notice is given to the Corporation. On the Conversion Date, the rights of the holder of such Series B Preferred Stock as such Holder shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. Notwithstanding any other provision hereof, if a voluntary conversion of Series B Preferred Stock is to be made in connection with a public offering other than a Qualified Public Offering or a Sale of the Corporation other than a Qualified Sale of the Corporation, such conversion may, at the election of the Holder, be conditioned upon the consummation of the respective public offering or Sale of the Corporation, in which case such conversion shall not be deemed to be effective until the closing of such public offering or Sale of the Corporation, as the case may beconversion.

Optional Conversion. At any time and from time to time, any (a) The Holder shall have the rightof this Convertible Note is entitled, at its option, to convert all at any time until the close of business on August 18, 2006, or any in case this Convertible Note or a portion hereof is called for redemption, then in respect of this Convertible Note or such portion hereof, until and including but (unless the shares of Series B Preferred Stock (including all accrued dividends paid or payable Company defaults in shares of Series B Preferred Stock and any fraction of a sharemaking the payment due upon redemption) held by such Holder into such number of shares of fully paid and nonassessable Common Stock as equals the product of (i) the number of shares of Series B Preferred Stock to be converted by such Holder and (ii) the quotient of (x) the Purchase Price and (y) the Conversion Price in effect on the Conversion Date. Each optional conversion of Series B Preferred Stock shall be deemed to have been effected as of not after, the close of business on the effective Redemption Date, to convert this Convertible Note (or any portion of the Principal Amount hereof which is $100,000 or an integral multiple of $1,000 in excess thereof (or, if the Principal Amount on the conversion date is less than $100,000, then the remaining Principal Amount of this Convertible Note)) at the Accreted Value of such Principal Amount, or of such portion, into that number of fully paid shares (calculated as to each conversion specified in to the nearest 1/100 of a share) of Common Stock obtained by dividing such Accreted Value by a conversion price (the “Conversion Price”) equal to $3.25 (or at the current adjusted Conversion Price if an adjustment has been made as provided herein) by surrender of this Convertible Note to the Company accompanied by written notice by to the Company that such Holder elects to the Corporation (the "Conversion Date"); providedconvert this Convertible Note, however, that the Conversion Date shall not be a date earlier or if less than the date such notice entire Principal Amount of this Convertible Note is so given, and if such notice does not specify a conversion dateto be converted, the Conversion Date portion thereof to be converted, which shall be deemed $100,000 or integral multiple of $1,000 in excess thereof (or, if the Principal Amount on the conversion date is less than $100,000, then the remaining Principal Amount of this Convertible Note) in accordance with Section 7.2. (b) At the option of the Company, in lieu of converting the Accretion Portion of the Principal Amount of a Convertible Note to be the date such notice is given to the Corporation. On the Conversion Date, the rights of the holder of such Series B Preferred Stock as such Holder shall cease and the Person or Persons in whose name or names any certificate or certificates for converted into shares of Common Stock are in accordance with Section 7.1(a), the Company may (i) pay the Holder an amount in cash equal to be issued upon such conversion shall be deemed Accretion Portion, or (ii) issue to have become the holder or holders Holder the number of record of the shares of Common Stock represented therebyequal to the quotient obtained by dividing the amount of the Accretion Portion by the Market Price as of the date of the conversion notice delivered pursuant to Section 7.2, or (iii) pay the Holder an amount in cash equal to a part of such Accretion Portion and issue to the Holder the number of shares of Common Stock equal to the quotient obtained by dividing the amount of the remaining Accretion Portion by the Market Price as of the date of the conversion notice delivered pursuant to Section 7.2. (c) No fractional shares of Common Stock shall be issued upon conversion of Convertible Notes. Notwithstanding If more than one Convertible Note shall be surrendered for conversion at one time by the same Holder, the number of fully paid shares of Common Stock which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate Accreted Value of the Convertible Notes (or specified portions thereof) so surrendered. Instead of any other provision hereoffractional share of Common Stock that would otherwise be issuable upon conversion of any Convertible Note or Convertible Notes (or specified portions thereof), the Company shall pay a cash adjustment in respect of such fractional share in an amount equal to such fraction multiplied by the closing sales price of one share of Common Stock as reported in the composite transactions for the principal United States securities exchange on which the Common Stock is traded or, if a voluntary conversion of Series B Preferred the Common Stock is to be made in connection with not listed on a public offering other than a Qualified Public Offering United States national or a Sale of the Corporation other than a Qualified Sale of the Corporation, such conversion may, at the election of the Holder, be conditioned upon the consummation of the respective public offering or Sale of the Corporation, in which case such conversion shall not be deemed to be effective until the closing of such public offering or Sale of the Corporationregional securities exchange, as reported by the case may beNational Association of Securities Dealers Automated Quotation System, on the day of conversion (or, if such day is not a trading day on such exchange or quotation system, on the trading day immediately preceding such day).

Optional Conversion. At any time and from time to time, any Holder shall have the right, at its option, to convert all or any portion of the shares of Series B Preferred Stock (including all accrued dividends paid or payable in shares of Series B Preferred Stock and any fraction of a share) held by such Holder into such number of shares of fully paid and nonassessable Common Stock as equals the product of (i) the number The holders of shares of Series B Preferred Stock shall have the right, at their option, to convert all (but not less than all) such shares into shares of Common Stock at any time (including immediately prior to any liquidation, dissolution or winding up of the affairs of the Corporation) on and subject to the following terms and conditions: (i) Each share of Series B Preferred Stock shall be converted by such Holder and convertible into one share of Common Stock (herein called the “Conversion Ratio”). The Conversion Ratio shall be adjusted in certain instances as provided in Section 5(a)(iv). (ii) In order to convert shares of Series B Preferred Stock, the quotient holder thereof shall surrender at the office of the Corporation the certificate(s) therefor, duly endorsed or assigned to the Corporation or in blank, and give written notice to the Corporation at such office that he elects to convert such shares. (xiii) the Purchase Price and (y) the Conversion Price in effect on the Conversion Date. Each optional conversion Shares of Series B Preferred Stock shall be deemed to have been effected as of converted immediately prior to the close of business on the effective date day of surrender of the certificate(s) for such shares for conversion specified in a written notice by such Holder to accordance with the Corporation (the "Conversion Date"); provided, however, that the Conversion Date shall not be a date earlier than the date such notice is so givenforegoing provisions, and if at such notice does not specify a conversion date, the Conversion Date shall be deemed to be the date such notice is given to the Corporation. On the Conversion Date, time the rights of the holder of such Series B Preferred Stock shares as such Holder a holder thereof shall cease and from and after such time the Person or Persons in whose name or names any certificate or certificates for shares of person entitled to receive the Common Stock are to be issued issuable upon such conversion shall be deemed to have become treated for all purposes as the record holder of such Common Stock. As promptly as practicable on or holders after the conversion date, the Corporation shall issue and deliver at such office a certificate or certificates for the number of record of the full shares of Common Stock represented thereby. Notwithstanding issuable upon such conversion, together with payment in lieu of any other provision hereoffraction of a share, if a voluntary conversion as provided in Section 5(c), to the person or persons entitled to receive the same. (iv) In the event the Corporation shall, at any time or from time to time after the Original Issue Date while the shares of Series B Preferred Stock is remain outstanding, effect a subdivision (by any stock split, stock dividend, dividend of options, warrants or other similar instruments, stock reclassification or otherwise) of the outstanding shares of Common Stock into a greater number of shares of Common Stock (or other equity interests) or a spin-off or other distribution of indebtedness or other assets, then and in each such event the Conversion Ratio in effect at the opening of business on the day after the date upon which such subdivision, spin-off or other distribution becomes effective shall be proportionately adjusted. Additionally, if the Corporation shall, at any time or from time to be made time after the Original Issue Date while the shares of Series B Preferred Stock remain outstanding, effect a combination (by any reverse stock split or otherwise) of the outstanding shares of Common Stock or any repurchase of any outstanding shares of Common Stock such that it results in a smaller number of shares of Common Stock (or other equity interests) (other than ordinary course repurchases or deemed repurchases occurring in connection with a public offering other than a Qualified Public Offering the vesting or a Sale exercise of compensatory equity awards and related tax withholding), then and in each such event the Conversion Ratio in effect at the opening of business on the day after the date upon which such combination or repurchase becomes effective shall be proportionately adjusted. Additionally, if the Corporation other issues any Parity Stock during the 12 months after the Original Issue Date, which Parity Stock is convertible into Common Stock and has a conversion ratio therefor that is more favorable to the holder(s) of such Parity Stock than a Qualified Sale of the CorporationConversion Ratio, such conversion may, at then the election of the Holder, Conversion Ratio shall be conditioned upon the consummation of the respective public offering or Sale of the Corporation, in which case such conversion shall not be deemed automatically adjusted to be equal to such more favorable conversion ratio. Additionally, if the Corporation issues any Parity Stock during the 12 months after the Original Issue Date, which Parity Stock is convertible into Common Stock and the issuance price (including original issuance discount and other similar fees) for such Parity Stock (for purposes of this Section 5(a)(iv), the “Parity Stock Issuance Price”) is less than $4.57218 per share (the “Series B Price”), then (to the extent not duplicative of any adjustment made pursuant to the immediately preceding sentence) the Conversion Ratio shall be automatically adjusted by multiplying it by the quotient derived by dividing the Series B Price by the Parity Stock Issuance Price. (For example, on the Original Issuance Date, the Conversion Ratio is 1 share of Series B Preferred Stock convertible into 1 share of Common Stock; if the Corporation were to issue shares of Parity Stock at $2.28609 per share, then the Conversion Ratio would be adjusted such that thereafter 1 share of Series B Preferred Stock would be convertible into 2 shares of Common Stock.) Any adjustment under this Section 5(a)(iv) shall become effective until immediately after the closing opening of such public offering or Sale of business on the Corporation, as day after the case may bedate upon which the applicable event becomes effective.

Optional Conversion. At any time Each outstanding share of Junior Preferred Stock shall be converted into, subject to adjustment as set forth in Section 7(d) hereof, one fully paid and non-assessable share of Common Stock (such share-for-share conversion ratio, as adjusted from time to time, any Holder shall have the right, at its option, being hereinafter referred to convert all or any portion of the shares of Series B Preferred Stock (including all accrued dividends paid or payable in shares of Series B Preferred Stock and any fraction of a share) held by such Holder into such number of shares of fully paid and nonassessable Common Stock as equals the product of (i) the number of shares of Series B Preferred Stock to be converted by such Holder and (ii) the quotient of (x) the Purchase Price and (y) the Conversion Price in effect on the Conversion Date. Each optional conversion of Series B Preferred Stock shall be deemed to have been effected as of the close of business on the effective date of such conversion specified in a written notice by such Holder to the Corporation (the "Conversion DateRatio")) if the holders of a majority of the outstanding shares of Junior Preferred Stock, voting as a class, approve such conversion; provided, however, that such holders may elect, from time to time, to require the Conversion Date conversion of less than all of the shares of Junior Preferred Stock then outstanding, in which case such partial conversion will be made on an equal basis such that, immediately following such conversion, each holder of Junior Preferred Stock will hold the same percentage of the issued and outstanding Junior Preferred Stock as it held immediately prior to such conversion. Following written notice to the Company of any such election, the Company shall not establish a record date for such conversion (which shall be a date no earlier than the date of the Company's receipt of such notice is so givenand no later than 20 days after the Company's receipt of such notice) and shall notify each holder of record (as of such record date), by first class mail, postage prepaid, of the full or partial conversion of the Junior Preferred Stock in accordance with this Section 7(a) and if that the issuance of certificates representing the shares of Common Stock issued as a result of conversion (and any Junior Preferred Stock remaining outstanding after such conversion) shall be effected in accordance with the procedures set forth in Section 7(c) hereof. Failure to give such notice does not specify a to any such holder shall in no way affect the full or partial, as applicable, conversion date, the Conversion Date of such Junior Preferred Stock into Common Stock. The conversion effected pursuant to this Section 7(a) shall be deemed to have occurred on the record date established as set forth above and the shares of Junior Preferred Stock converted on such conversion shall be the date automatically converted at such notice is given to the Corporationtime. On the Conversion DateImmediately following such conversion, the rights of the holder holders of such Series B converted Junior Preferred Stock as such Holder shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of persons entitled to receive the Common Stock are to be issued upon such the conversion of Junior Preferred Stock shall be deemed to have treated for all purposes as having become the holder or holders of record of the shares of Common Stock represented thereby. Notwithstanding any other provision hereof, if a voluntary conversion of Series B Preferred Stock is to be made in connection with a public offering other than a Qualified Public Offering or a Sale of the Corporation other than a Qualified Sale of the Corporation, such conversion may, at the election of the Holder, be conditioned upon the consummation of the respective public offering or Sale of the Corporation, in which case such conversion shall not be deemed to be effective until the closing owners of such public offering or Sale of the Corporation, as the case may beCommon Stock.

Optional Conversion. At any time and from time to time, any (a) The Holder shall have the rightof this Convertible Note is entitled, at its option, to convert all at any time until the close of business on August 18, 2006, or any in case this Convertible Note or a portion hereof is called for redemption, then in respect of this Convertible Note or such portion hereof, until and including but (unless the shares of Series B Preferred Stock (including all accrued dividends paid or payable Company defaults in shares of Series B Preferred Stock and any fraction of a sharemaking the payment due upon redemption) held by such Holder into such number of shares of fully paid and nonassessable Common Stock as equals the product of (i) the number of shares of Series B Preferred Stock to be converted by such Holder and (ii) the quotient of (x) the Purchase Price and (y) the Conversion Price in effect on the Conversion Date. Each optional conversion of Series B Preferred Stock shall be deemed to have been effected as of not after, the close of business on the effective Redemption Date, to convert this Convertible Note (or any portion of the Principal Amount hereof which is $100,000 or an integral multiple of $1,000 in excess thereof (or, if the Principal Amount on the conversion date is less than $100,000, then the remaining Principal Amount of this Convertible Note)) at the Accreted Value of such Principal Amount, or of such portion, into that number of fully paid shares (calculated as to each conversion specified in to the nearest 1/100 of a share) of Common Stock obtained by dividing such Accreted Value by a conversion price (the ''Conversion Price") equal to $3.25 (or at the current adjusted Conversion Price if an adjustment has been made as provided herein) by surrender of this Convertible Note to the Company accompanied by written notice by to the Company that such Holder elects to the Corporation (the "Conversion Date"); providedconvert this Convertible Note, however, that the Conversion Date shall not be a date earlier or if less than the date such notice entire Principal Amount of this Convertible Note is so given, and if such notice does not specify a conversion dateto be converted, the Conversion Date portion thereof to be converted, which shall be deemed $100,000 or integral multiple of $1,000 in excess thereof (or, if the Principal Amount on the conversion date is less than $100,000, then the remaining Principal Amount of this Convertible Note) in accordance with Section 7.2. (b) At the option of the Company, in lieu of converting the Accretion Portion of the Principal Amount of a Convertible Note to be the date such notice is given to the Corporation. On the Conversion Date, the rights of the holder of such Series B Preferred Stock as such Holder shall cease and the Person or Persons in whose name or names any certificate or certificates for converted into shares of Common Stock are in accordance with Section 7.1(a), the Company may (i) pay the Holder an amount in cash equal to be issued upon such conversion shall be deemed Accretion Portion, or (ii) issue to have become the holder or holders Holder the number of record of the shares of Common Stock represented therebyequal to the quotient obtained by dividing the amount of the Accretion Portion by the Market Price as of the date of the conversion notice delivered pursuant to Section 7.2, or (iii) pay the Holder an amount in cash equal to a part of such Accretion Portion and issue to the Holder the number of shares of Common Stock equal to the quotient obtained by dividing the amount of the remaining Accretion Portion by the Market Price as of the date of the conversion notice delivered pursuant to Section 7.2. (c) No fractional shares of Common Stock shall be issued upon conversion of Convertible Notes. Notwithstanding If more than one Convertible Note shall be surrendered for conversion at one time by the same Holder, the number of fully paid shares of Common Stock which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate Accreted Value of the Convertible Notes (or specified portions thereof) so surrendered. Instead of any other provision hereoffractional share of Common Stock that would otherwise be issuable upon conversion of any Convertible Note or Convertible Notes (or specified portions thereof), the Company shall pay a cash adjustment in respect of such fractional share in an amount equal to such fraction multiplied by the closing sales price of one share of Common Stock as reported in the composite transactions for the principal United States securities exchange on which the Common Stock is traded or, if a voluntary conversion of Series B Preferred the Common Stock is to be made in connection with not listed on a public offering other than a Qualified Public Offering United States national or a Sale of the Corporation other than a Qualified Sale of the Corporation, such conversion may, at the election of the Holder, be conditioned upon the consummation of the respective public offering or Sale of the Corporation, in which case such conversion shall not be deemed to be effective until the closing of such public offering or Sale of the Corporationregional securities exchange, as reported by the case may beNational Association of Securities Dealers Automated Quotation System, on the day of conversion (or, if such day is not a trading day on such exchange or quotation system, on the trading day immediately preceding such day).

Optional Conversion. At any time and from time to time, any Holder shall have the right, at its option, to convert all or any portion of the shares of Series B Preferred Stock (including all accrued dividends paid or payable in shares of Series B Preferred Stock and any fraction of a share) held by such Holder into such number of shares of fully paid and nonassessable Common Stock as equals the product of (i) the number of shares of Series B Preferred Stock to be converted by such Holder and (ii) the quotient of (x) the Purchase Price and (y) the Conversion Price in effect on the Conversion Date. Each optional conversion of Series B Preferred Stock shall be deemed to have been effected as of the close of business on the effective date of such conversion specified in a written notice by such Holder to the Corporation (the "Conversion DateCONVERSION DATE"); provided, however, that the Conversion Date shall not be a date earlier than the date such notice is so given, and if such notice does not specify a conversion date, the Conversion Date shall be deemed to be the date such notice is given to the Corporation. On the Conversion Date, the rights of the holder of such Series B Preferred Stock as such Holder shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. Notwithstanding any other provision hereof, if a voluntary conversion of Series B Preferred Stock is to be made in connection with a public offering other 5 37 than a Qualified Public Offering or a Sale of the Corporation other than a Qualified Sale of the Corporation, such conversion may, at the election of the Holder, be conditioned upon the consummation of the respective public offering or Sale of the Corporation, in which case such conversion shall not be deemed to be effective until the closing of such public offering or Sale of the Corporation, as the case may be.

Optional Conversion. At Each share of Class B Common Stock shall be convertible into one (1) fully paid and nonassessable share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the Corporation. Before any holder of Class B Common Stock shall be entitled to convert any of such holder’s shares of such Class B Common Stock into shares of Class A Common Stock, such holder shall surrender the certificate or certificates therefor (if any), duly endorsed, and deliver an instruction, duly signed and authenticated in accordance with any procedures set forth in the bylaws of the Corporation (as the same may be amended and/or restated from time to time, the “Bylaws”) or any Holder shall have policies of the rightCorporation then in effect, at the principal corporate office of the Corporation or of any transfer agent for the Class B Common Stock, and shall give written notice to the Corporation at its option, principal corporate office of such holder’s election to convert all or any portion of the shares of Series B Preferred Stock (including all accrued dividends paid or payable in shares of Series B Preferred Stock same and any fraction of a share) held by such Holder into such number of shares of fully paid and nonassessable Common Stock as equals the product of (i) shall state therein the number of shares of Series Class B Preferred Common Stock to be converted by such Holder holder (provided that if such notice is silent as to the number of shares of Class B Common Stock to be so converted, such notice shall be deemed to apply to all shares of Class B Common Stock held by such holder), and (ii) the quotient name or names in which the shares of (x) the Purchase Price and (y) the Conversion Price in effect Class A Common Stock issuable on conversion thereof are to be registered on the Conversion Datebooks of the Corporation. Each optional The Corporation shall, as soon as practicable thereafter, register on the Corporation’s books ownership of the number of shares of Class A Common Stock to which such record holder of Class B Common Stock, or to which the nominee or nominees of such record holder, shall be entitled as aforesaid. Such conversion of Series B Preferred Stock shall be deemed to have been effected as of occurred immediately prior to the close of business on the effective date of such conversion specified in a written notice by such Holder to the Corporation (the "Conversion Date"); provided, however, that the Conversion Date shall not be a date earlier than the date such notice of the election to convert is so givenreceived by the Corporation, and if such notice does not specify a conversion date, the Conversion Date shall be deemed person or persons entitled to be receive the date such notice is given to the Corporation. On the Conversion Date, the rights of the holder of such Series B Preferred Stock as such Holder shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Class A Common Stock are to be issued issuable upon such conversion shall be deemed to have become treated for all purposes as the record holder or holders of record of the such shares of Class A Common Stock represented thereby. Notwithstanding any other provision hereof, if a voluntary conversion of Series B Preferred Stock is to be made in connection with a public offering other than a Qualified Public Offering or a Sale of the Corporation other than a Qualified Sale of the Corporation, such conversion may, at the election of the Holder, be conditioned upon the consummation of the respective public offering or Sale of the Corporation, in which case such conversion shall not be deemed to be effective until the closing as of such public offering or Sale of the Corporation, as the case may bedate.

Optional Conversion. At any time Any holder of the Series A Preferred Shares, Series B Preferred Shares and from time to time, any Holder Series C Preferred Shares shall have the right, at its option, at any time and from time to convert time, to convert, subject to the terms and provisions of this Section 7, any or all of such holder’s Series A Preferred Shares, Series B Preferred Shares and/or Series C Preferred Shares, as applicable, into such number of fully paid and non-assessable Ordinary Shares as is determined by dividing (i) the Series A Subscription Price by the then effective Conversion Price for the Series A Preferred Shares, or (ii) the Series B Subscription Price by the then effective Conversion Price for the Series B Preferred Shares, or (iii) the Series C Subscription Price by the then effective Conversion Price for the Series C Preferred Shares, as applicable. The Conversion Price for any portion Series A Preferred Shares shall initially be equal to the Series A Subscription Price, which is subject to certain adjustment as set forth in Section 7(d). The Conversion Price for any Series B Preferred Shares shall initially be equal to the Series B Subscription Price, which is subject to certain adjustment as set forth in Section 7(d). The Conversion Price for any Series C Preferred Shares shall initially be equal to the Series C Subscription Price, which is subject to certain adjustment as set forth in Section 7(d). The conversion right shall be exercised by the surrender of certificate(s) representing the Series A Preferred Shares, Series B Preferred Shares and/or Series C Preferred Shares, to be converted to the Company (or lost certificate affidavit and an indemnification agreement) at any time during usual business hours at its principal place of business to be maintained by it (or such other office or agency of the shares Company as the Company may designate by notice in writing to holders of the Series A Preferred Shares, the holders of Series B Preferred Stock Shares and the holders of Series C Preferred Shares), accompanied by written notice (including all accrued dividends paid or payable in shares of which shall be irrevocable) that the holder has elected to convert such Series A Preferred Shares, Series B Preferred Stock Shares or Series C Preferred Shares, as applicable and any fraction of a share) held by such Holder into such specifying the number of the Series A Preferred Shares, Series B Preferred Shares or Series C to be converted. If required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, , accompanied by certificates representing the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares, as applicable, which shall be surrendered for conversion and canceled by the Company. As promptly as practicable after the surrender of certificates for any Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares (or lost certificate affidavit and an indemnification agreement) but in any event no later than five (5) Business Days thereafter, the Company shall (subject to compliance with the applicable provisions of federal and state securities laws) deliver to the holder of such shares so surrendered certificate(s) representing the number of fully paid and nonassessable Common Stock as equals Ordinary Shares into which such shares are entitled to be converted and a copy of the product register of (i) members showing such Ordinary Shares. At the number time of shares the surrender of such certificate(s), the Company will hold the Series A Preferred Shares, the Series B Preferred Stock to be converted by such Holder Shares and (ii) the quotient of (x) the Purchase Price and (y) the Conversion Price Series C Preferred Shares, as applicable, in effect on the Conversion Date. Each optional conversion of Series B Preferred Stock shall be deemed to have been effected as of the close of business on the effective date of such conversion specified in a written notice by such Holder to the Corporation (the "Conversion Date"); provided, however, that the Conversion Date shall not be a date earlier than the date such notice is so given, and if such notice does not specify a conversion date, the Conversion Date shall be deemed to be the date such notice is given to the Corporation. On the Conversion Date, the rights of the holder of such Series B Preferred Stock as such Holder shall cease and trust for the Person or Persons in whose name or names any certificate or certificates certificate(s) for shares of Common Stock are to Ordinary Shares shall be issued issuable upon such conversion shall be deemed to have become from the holder or holders time of record of the shares of Common Stock represented thereby. Notwithstanding any other provision hereof, if a voluntary conversion of Series B Preferred Stock is to be made in connection with a public offering other than a Qualified Public Offering or a Sale of the Corporation other than a Qualified Sale of the Corporation, such conversion may, at the election of the Holder, be conditioned upon the consummation of the respective public offering or Sale of the Corporation, in which case such conversion shall not be deemed to be effective surrender until the closing register of such public offering or Sale of the Corporation, as the case may bemembers is updated.

Optional Conversion. At Each Holder will have the right (subject to the Special Optional Redemption Right) to convert some or all of the Series B Preferred Stock held by such Holder (the “Optional Conversion Right”) at any time and from time to time, any Holder shall have the right, at its option, to convert all or any portion time into a number of shares of the shares Common Stock per share of the Preferred Stock to (x) the Liquidation Preference of such Series B Preferred Stock plus any accumulated and unpaid Dividends thereon (including all accrued dividends paid whether or payable in shares of not authorized or declared) to, but excluding, the Optional Conversion Date (unless the Optional Conversion Date is after a Dividend Payment Record Date and prior to the corresponding Dividend Payment Date for the Series B Preferred Stock Stock, in which case no additional amount for such accumulated and any fraction unpaid dividends to be paid on such Dividend Payment Date shall be included) divided by (y) the Conversion Price. A Holder shall exercise its Optional Conversion Right by providing written notice to the Company of a share) held by such Holder into such number of shares of fully paid its intent to convert and nonassessable Common Stock as equals the product of (i) the number of shares of Series B Preferred Stock to be converted by (the “Conversion Notice”). The Company shall fix the Optional Conversion Date in accordance with the terms of this Certificate of Designation and notify the converting Holder within a reasonable amount of time following the receipt of such Holder and (ii) H▇▇▇▇▇’s notice of conversion. For the quotient avoidance of (x) doubt, if, prior to the Purchase Price and (y) the Conversion Price in effect on the Optional Conversion Date. Each optional conversion , the Company has provided notice of its election to redeem some or all of the shares of Series B Preferred Stock shall be deemed (whether pursuant to have been effected as of the close of business on the effective date of such conversion specified in a written notice by such Holder to the Corporation (the "Conversion Date"its Optional Redemption Right or its Special Optional Redemption Right); provided, however, that the Conversion Date shall not be a date earlier than the date such notice is so given, and if such notice does not specify a conversion date, the Holders will not have the Optional Conversion Date shall be deemed Right with respect to be the date such notice is given to the Corporation. On the Conversion Date, the rights of the holder of such Series B Preferred Stock as such Holder shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. Notwithstanding any other provision hereof, if a voluntary conversion of Series B Preferred Stock is to be made in connection with a public offering other than a Qualified Public Offering or a Sale of the Corporation other than a Qualified Sale of the Corporation, such conversion may, at the election of the Holder, be conditioned upon the consummation of the respective public offering or Sale of the Corporation, in which case such conversion shall not be deemed to be effective until the closing of such public offering or Sale of the Corporation, as the case may beStock.

Optional Conversion. At A holder of any time and from time to timeshare of Series A Preferred Stock may exercise the Conversion Right of such share by surrendering the certificate therefor, any Holder shall have the rightduly endorsed, at its optionthe office of the Corporation or of any transfer agent for the Series A Preferred Stock, together with a written notice to the Corporation which shall state: (A) that such holder elects to convert all or any portion of the shares of Series B Preferred Stock same; and (including all accrued dividends paid or payable in shares of Series B Preferred Stock and any fraction of a share) held by such Holder into such number of shares of fully paid and nonassessable Common Stock as equals the product of (iB) the number of shares of Series B A Preferred Stock being converted. Thereupon the Corporation shall promptly issue and deliver to the holder of such shares a certificate or certificates for the number of whole shares of Common Stock to which such holder shall be entitled. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value (as determined in good faith by the Board of Directors of the Corporation) of the Common Stock. If the certificate evidencing the Series A Preferred Stock being converted by shall also evidence shares of Series A Preferred Stock not being converted, then the Corporation shall also deliver to the holder of such Holder and (ii) certificate a new stock certificate evidencing the quotient of (x) the Purchase Price and (y) the Conversion Price in effect on the Conversion DateSeries A Preferred Stock not converted. Each optional The conversion of any shares of Series B A Preferred Stock shall be deemed to have been effected as of made immediately prior to the close of business on the effective date of such conversion specified in a written notice by such Holder to the Corporation (the "Conversion Date"); provided, however, that the Conversion Date shall not be a date earlier than the date such notice is so given, and if such notice does not specify a conversion date, the Conversion Date shall be deemed shares of Series A Preferred Stock to be the date such notice is given converted are surrendered to the Corporation. On the Conversion Date, the rights of the holder of such Series B Preferred Stock as such Holder shall cease and the Person person or Persons in whose name or names any certificate or certificates for persons entitled to receive the shares of Common Stock are to be issued issuable upon such conversion shall be deemed to have become treated for all purposes as the record holder or holders of record of the such shares of Common Stock represented therebyon such date. Notwithstanding Any dividends or distributions declared but unpaid at the time of conversion with respect to the Series A Preferred Stock so converted, including any other provision hereof, if a voluntary conversion of dividends declared on the Common Stock to which the Series B A Preferred Stock is entitled pursuant to Section 6 above, shall be made in connection with a public offering other than a Qualified Public Offering or a Sale paid to the holder of Common Stock issued upon conversion of the Series A Preferred Stock upon the payment date therefore. The Corporation other than shall give written notice to each holder of a Qualified Sale share of Series A Preferred Stock promptly upon the liquidation, dissolution or winding up of the Corporation, such conversion may, at and not more than fifty (50) nor less than twenty (20) days before the election anticipated date of consummation of any acquisition of the Holder, be conditioned upon the consummation Corporation or any sale of all or substantially all of the respective public offering or Sale assets of the Corporation, in which case Corporation and no such conversion acquisition of the Corporation or sale of assets shall not be deemed to be effective until the closing of such public offering or Sale of the Corporation, as the case may benotice shall have been given.

Optional Conversion. At Each share of Series A Preferred Stock may be converted at any time and from time to time, any Holder shall have at the right, at its option, to convert all or any portion option of the shares of Series B Preferred Stock (including all accrued dividends paid or payable holder thereof, in shares of Series B Preferred Stock and any fraction of a share) held by such Holder the manner hereinafter provided, into such number of shares of fully fully-paid and nonassessable Common Stock as equals the product of (i) the number of shares of Common Stock, provided, however, that on any redemption of any Series B A Preferred Stock to be converted by such Holder and (ii) or any liquidation of the quotient Corporation, the right of (x) the Purchase Price and (y) the Conversion Price in effect on the Conversion Date. Each optional conversion of Series B Preferred Stock shall be deemed to have been effected as of terminate at the close of business on the effective full business day next preceding the date fixed for such redemption or for the payment of any amounts distributable on liquidation to the holders of Series A Preferred Stock. (a) The initial conversion rate for the Series A Preferred Stock shall be one share of Common stock for each one share of Series A Preferred Stock surrendered for conversion, representing an initial Conversion Price (for purposes of Section 6) of $10.00 per share of the Corporation's Common Stock plus a number of additional shares of Common Stock equal to the amount of accrued but unpaid dividends (whether or not currently payable) through the date of such conversion specified divided by the Conversion Price then in effect. The applicable conversion rate and Conversion Price from time to time in effect is subject to adjustment as hereinafter provided. (b) The Corporation shall not issue fractions of shares of Common Stock upon conversion of Series A Preferred Stock or scrip in lieu thereof. If any fraction of a written notice by such Holder share of Common Stock would, except for the provisions of this paragraph (b), be issuable upon conversion of any Series A Preferred Stock, the Corporation shall in lieu thereof pay to the Corporation person entitled thereto an amount in cash equal to the average Market Price for the ten-day trading period preceding such issuance and sale of such fraction, calculated to the nearest one-hundredth (1/100) of a share. For purposes hereof, the term "Conversion Date"); providedMarket Price" shall mean (i) if the Common Stock is traded on a national securities exchange, howeverthe last reported sale price of a share of Common Stock, that the Conversion Date shall not be a regular way on such date earlier than the date or, in case no such notice is so given, and if sale takes place on such notice does not specify a conversion date, the Conversion Date shall be deemed to be average of the date closing bid and asked prices thereof regular way on such notice date, in either case as officially reported on the principal national securities exchange on which the Common Stock is given to then listed or admitted for trading, or, (ii) if the Corporation. On Common Stock is not then listed or admitted for trading on any national securities exchange but is designated as a national market system security by the Conversion DateNASD, the rights last reported trading price of the holder Common Stock on such date, or (iii) if not listed or admitted to trading on any national securities exchange or designated as a national market system security, the average of the reported bid and asked price of the Common Stock on such Series B Preferred Stock date in the over-the-counter market as furnished by the National Quotation Bureau, Inc., or, if such Holder shall cease and firm is not then engaged in the Person or Persons in whose name or names business of reporting such prices, as furnished by any certificate or certificates for member of the National Association of Securities Dealers, Inc. selected by the Corporation or, (iv) if the shares of Common Stock are to be issued upon such conversion shall be deemed to have become not so publicly traded, the holder or holders fair market value thereof, as determined in good faith by the Board of record of the shares of Common Stock represented thereby. Notwithstanding any other provision hereof, if a voluntary conversion of Series B Preferred Stock is to be made in connection with a public offering other than a Qualified Public Offering or a Sale of the Corporation other than a Qualified Sale Directors of the Corporation, such conversion may, at the election of the Holder, be conditioned upon the consummation of the respective public offering or Sale of the Corporation, in which case such conversion shall not be deemed to be effective until the closing of such public offering or Sale of the Corporation, as the case may be.

Optional Conversion. At A holder of any time and from time to timeshare of Series C Preferred Stock may exercise the Conversion Right of such share by surrendering the certificate therefor, any Holder shall have the rightduly endorsed, at its optionthe office of the Corporation or of any transfer agent for the Series C Preferred Stock, together with a written notice to the Corporation which shall state: (A) that such holder elects to convert all or any portion of the shares of Series B Preferred Stock same; and (including all accrued dividends paid or payable in shares of Series B Preferred Stock and any fraction of a share) held by such Holder into such number of shares of fully paid and nonassessable Common Stock as equals the product of (iB) the number of shares of Series B C Preferred Stock being converted. Thereupon the Corporation shall promptly issue and deliver to the holder of such shares a certificate or certificates for the number of whole shares of Common Stock to which such holder shall be entitled. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value (as determined in good faith by the Board of Directors of the Corporation) of the Common Stock. If the certificate evidencing the Series C Preferred Stock being converted by shall also evidence shares of Series C Preferred Stock not being converted, then the Corporation shall also deliver to the holder of such Holder and (ii) certificate a new stock certificate evidencing the quotient of (x) the Purchase Price and (y) the Conversion Price in effect on the Conversion DateSeries C Preferred Stock not converted. Each optional The conversion of any shares of Series B C Preferred Stock shall be deemed to have been effected as of made immediately prior to the close of business on the effective date of such conversion specified in a written notice by such Holder to the Corporation (the "Conversion Date"); provided, however, that the Conversion Date shall not be a date earlier than the date such notice is so given, and if such notice does not specify a conversion date, the Conversion Date shall be deemed shares of Series C Preferred Stock to be the date such notice is given converted are surrendered to the Corporation. On the Conversion Date, the rights of the holder of such Series B Preferred Stock as such Holder shall cease and the Person person or Persons in whose name or names any certificate or certificates for persons entitled to receive the shares of Common Stock are to be issued issuable upon such conversion shall be deemed to have become treated for all purposes as the record holder or holders of record of the such shares of Common Stock represented therebyon such date. Notwithstanding Any dividends or distributions declared but unpaid at the time of conversion with respect to the Series C Preferred Stock so converted, including any other provision hereof, if a voluntary conversion of dividends declared on the Common Stock to which the Series B C Preferred Stock is entitled pursuant to Section 6 above, shall be made in connection with a public offering other than a Qualified Public Offering or a Sale paid to the holder of Common Stock issued upon conversion of the Series C Preferred Stock upon the payment date therefore. The Corporation other than shall give written notice to each holder of a Qualified Sale share of Series C Preferred Stock promptly upon the liquidation, dissolution or winding up of the Corporation, such conversion may, at and not more than fifty (50) nor less than twenty (20) days before the election anticipated date of consummation of any acquisition of the Holder, be conditioned upon the consummation Corporation or any sale of all or substantially all of the respective public offering or Sale assets of the Corporation, in which case Corporation and no such conversion acquisition of the Corporation or sale of assets shall not be deemed to be effective until the closing of such public offering or Sale of the Corporation, as the case may benotice shall have been given.

Optional Conversion. At any time and from time to timetime from and after the third anniversary of the Issue Date, any Holder shall have the righteach holder of a Series B Convertible Redeemable Preferred Share may, at its option, to convert all or any portion of the shares of such Series B Convertible Redeemable Preferred Stock (including all accrued dividends paid or payable in shares of Series B Preferred Stock and any fraction of a share) held by such Holder Share into such number of shares of fully paid and nonassessable Common Stock as equals the product of (i) the number of shares of Series B Preferred Class A Common Stock to be converted determined by such Holder and (ii) the quotient of dividing (x) the Purchase Price and Accreted Stated Value thereof plus any accrued but unpaid dividends, if any, thereon, in each case as of the Conversion Date (as defined below), by (y) the Conversion Price in effect on Price, as adjusted from time to time pursuant to the Conversion Dateterms of this Certificate of Designation. Each optional conversion of Notwithstanding anything herein to the contrary, the Series B Convertible Redeemable Preferred Stock shall be deemed to have been effected as of the close of business on the effective date of such conversion specified in a written notice by such Holder to the Corporation (the "Conversion Date"); provided, however, that the Conversion Date Shares shall not be a date earlier than convertible and the date such notice is so given, and if such notice does holders thereof shall not specify a conversion date, the Conversion Date shall be deemed to be the date such notice is given to the Corporation. On the Conversion Date, have the rights of the holder to acquire any Class A Common Stock issuable upon conversion of such Series B Convertible Redeemable Preferred Shares until the date that is 61 days after the earlier of (A) the date on which the number of outstanding shares of Class A Common Stock as such Holder shall cease owned by the holder of the Series B Convertible Redeemable Preferred Shares (assuming the conversion of the Series B Convertible Redeemable Preferred Shares into shares of Class A Common Stock pursuant hereto and the Person or Persons in whose name or names any certificate or certificates for conversion of the Series A Preferred Share into shares of Class A Common Stock are to be issued upon such conversion shall be deemed to have become in accordance with its terms), when aggregated with the outstanding shares of Class A Common Stock of any group (as this term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that includes the holder or holders of record and any of the holder’s Affiliates (as defined below), would not result in the holder of the Series B Convertible Redeemable Preferred Shares being a beneficial owner (as this term is used in Section 13(d)(3) of the Exchange Act) of more than 49.9% of the outstanding shares of Class A Common Stock represented therebyand (B) the date on which such beneficial ownership would not give to any person or entity any right of redemption, repurchase or acceleration under any indenture or other document governing any of the Company’s indebtedness that is outstanding as of the Issue Date. Notwithstanding For purposes hereof, “Affiliate” means any other provision hereofperson or entity that, if a voluntary conversion of Series B Preferred Stock directly or indirectly, through one or more intermediaries, controls, or is to be made controlled by, or is under common control with, such first person or entity. As used in connection with a public offering other than a Qualified Public Offering this definition, the term “control” including the correlative terms “controlling”, “controlled by” and “under common control with”, means the possession, directly or a Sale indirectly, of the Corporation power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other than a Qualified Sale of the Corporationownership interest, such conversion may, at the election of the Holder, be conditioned upon the consummation of the respective public offering by contract or Sale of the Corporation, in which case such conversion shall not be deemed to be effective until the closing of such public offering or Sale of the Corporation, as the case may beotherwise).