Common use of Right to Convert Clause in Contracts

Right to Convert. Each share of Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof and, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the Conversion Price (as hereinafter defined) per share in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial Conversion Price of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such series.

Right to Convert. Each share of Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof and, at the option of the holder thereof, at any time after the date of issuance of such share, share at the office of this corporation the Corporation or any transfer agent for the Preferred Stock. Each share of each series of Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the Conversion Price (as hereinafter defined) per share in effect for each such series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The Upon the filing of this Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, the initial Conversion Price per share Conversion Price of the Series A Preferred Stock, Series A1 Preferred Stock, Series B Preferred Stock, Series B1 Preferred Stock, Series C Preferred Stock and Series C1 Preferred Stock shall be Ninety-One Cents ($0.91)1.00, $1.00, $4.00, $4.00, $6.00 and $6.00, respectively. The per share Conversion Value of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splitsStock, stock dividends, recapitalization and similar events relating to the Series A A1 Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock), the Series B1 Preferred Stock, the Series C Preferred Stock and the Series C1 Preferred Stock shall be $1.00, $1.00, $4.00, $4.00, $6.00 and $6.00, respectively. The initial Conversion Price of the Series A Preferred Stock, the Series A-1 A1 Preferred Stock, the Series B Preferred Stock, the Series B1 Preferred Stock, the Series C Preferred Stock and the Series B C1 Preferred Stock shall be subject to adjustment adjustments from time to time as provided below, subject to the terms of Section 4(g) hereof . The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “"Conversion Rate” " of such series.

Right to Convert. Each share of Preferred Stock shall be convertible into shares share(s) of Common Stock without the payment of any additional consideration by the holder thereof and, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this the corporation or any transfer agent for the Preferred Stock. Each share of Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the Conversion Price (as hereinafter defined) per share in effect for each series of the Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial Conversion Price per share Conversion Price of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The .25; and the Conversion Value per share Conversion Value of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to .25; the Series A Preferred Stock). The initial Conversion Price per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The .50; and the Conversion Value per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to .50; the initial Conversion Price per share of the Series B C Preferred Stock)Stock shall be $.77; the Conversion Value per share of the Series C Preferred Stock shall be $.77; the initial Conversion Price per share of the Series D Preferred Stock shall be $1.18; and the Conversion Value per share of the Series D Preferred Stock shall be $1.18. The initial Conversion Price of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof . The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “"Conversion Rate” " of such series.

Right to Convert. Each share of Preferred Stock shall be convertible convertible, without payment of additional consideration, into shares of Common Stock without the payment of any additional consideration by the holder thereof andStock, at the option of the holder thereof, at any time after the date of issuance of such share, share at the office of this corporation the Company or any transfer agent for the Preferred Stock. Each share of Series A Preferred Stock shall be converted into that number of fully-paid and nonassessable shares of Common Stock that is determined by dividing $1.00 by the appropriate Conversion Price (as hereinafter defined). Each share of Series B Preferred Stock shall be convertible into the that number of fully paid and nonassessable shares of Common Stock which results from that is determined by dividing $3.00 by the appropriate Conversion Price (as hereinafter defined) per ). Each share in effect for each series of Series C Preferred Stock at shall be convertible into that number of fully paid and nonassessable shares of Common Stock that is determined by dividing $6.00 by the time of conversion into the per share appropriate Conversion Value Price (as hereinafter defined) ). Each share of such seriesSeries D Preferred Stock shall be convertible into that number of fully paid and nonassessable shares of Common Stock that is determined by dividing $3.76 by the appropriate Conversion Price (as hereinafter defined). Each share of Series E Preferred Stock shall be convertible into that number of fully paid and nonassessable shares of Common Stock that is determined by dividing $5.00 by the appropriate Conversion Price (as hereinafter defined). The initial per share Conversion Price of for the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series A Preferred Stock 1.00, and shall be Ninety-One Cents ($0.91) (subject to adjustment as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock)provided herein. The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock 3.00, and shall be Ninety-One Cents ($0.91) (subject to adjustment as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock)provided herein. The initial Conversion Price of for the Series A Preferred Stock, the Series A-1 C Preferred Stock shall be $3.76, and the Series B Preferred Stock shall be subject to adjustment from time to time as provided belowherein. The initial Conversion Price for the Series D Preferred Stock shall be $3.76, and shall be subject to adjustment as provided herein. The initial Conversion Price for the terms of Section 4(g) hereof Series E Preferred Stock shall be $5.00, and shall be subject to adjustment as provided herein. (The number of shares of Common Stock into which a each share of Preferred Stock is convertible may be converted is hereinafter referred to as the “"Conversion Rate” of " for each such series.) Upon any decrease or increase in the Conversion Price or the Conversion Rate for a series, as described in this Section 4, the Conversion Rate or Conversion Price for such series, as the case may be, shall be appropriately increased or decreased.

Right to Convert. Each share of Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof and, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the per share Conversion Value (as hereinafter defined) of each series of Preferred Stock at the time of conversion by the Conversion Price (as hereinafter defined) per share in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price of the Series A Preferred Stock shall be NinetyNine and One-One Tenth Cents ($0.910.091). The per share Conversion Value of the Series A Preferred Stock shall be NinetyNine and One-One Tenth Cents ($0.910.091) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereofNine and One-Tenth Cents ($0.091). The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Nine and One-Tenth Cents ($0.910.091) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be NinetyNine and One-One Tenth Cents ($0.910.091). The per share Conversion Value of the Series B Preferred Stock shall be NinetyNine and One-One Tenth Cents ($0.910.091) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial per share Conversion Price of the Series A B-1 Preferred Stock shall be Nine and One-Tenth Cents ($0.091). The per share Conversion Value of the Series B-1 Preferred Stock shall be Nine and One-Tenth Cents ($0.091) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B-1 Preferred Stock, the Series A-1 Preferred Stock and the Series B ). The initial Conversion Price of each series of Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g4(e) hereof hereof. The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such series.

Right to Convert. Each share of Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof and---------------- convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this corporation the Corporation or any transfer agent for the Preferred Stock and shall be convertible Stock, into the such number of fully paid and nonassessable shares of Common Stock which results from as is determined: in the case of the Series A Preferred, by dividing $0.90446 by the Series A Conversion Price (Price, determined as hereinafter defined) per share provided, in effect for each series of Preferred Stock at the time of conversion into the per share conversion; in the case of the Series B Preferred, by dividing $3.4665 by the Series B Conversion Value (Price, determined as hereinafter defined) provided, in effect at the time of such seriesthe conversion; and in the case of Series C Preferred, by dividing $3.4665 by the Series C Conversion Price, determined as hereinafter provided, in effect at the time of the conversion. The initial per share Conversion Price price at which shares of Common Stock shall be deliverable upon conversion of the Series A Preferred (the "Series A Conversion Price") shall initially be $0.90446 per share of Common Stock. The price at which shares of Common Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price deliverable upon conversion of the Series B Preferred (the "Series B Conversion Price") shall initially be $3.4665 per share of Common Stock. The price at which shares of Common Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value deliverable upon conversion of the Series B C Preferred Stock (the "Series C Conversion Price") shall initially be Ninety-One Cents ($0.91) (3.4665 per share of Common Stock. The term "Conversion Price," as adjusted for stock splits, stock dividends, recapitalization and similar events relating used herein shall refer to the Series B Preferred Stock). The initial respective Conversion Price of the Series A each series of Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock . Each such Conversion Price shall be subject to adjustment from time to time as provided belowhereinafter provided. Upon conversion, subject all declared and unpaid dividends on the Preferred Stock shall be paid, to the terms of Section 4(g) hereof The number of extent funds are legally available therefor, either in cash or in shares of Common Stock into which a share of Preferred the Corporation, at the election of the Corporation, wherein the shares of Common Stock is convertible is hereinafter referred to as shall be valued at the “Conversion Rate” fair market value at the time of such seriesconversion, as determined in good faith by the Board.

Right to Convert. Each share of Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof and---------------- convertible, at the option of the holder thereof, at any time after the date of issuance of such share, share at the office of this corporation the Corporation or any transfer agent for the Preferred Stock. Each share of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the Conversion Price (as hereinafter defined) per share in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial Conversion Price per share Conversion Price of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The 0.33 and the per share Conversion Value of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to 0.33; the Series A Preferred Stock). The initial Conversion Price per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The 0.50 and the per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to 0.50; the Series B Preferred Stock). The initial Conversion Price per share of the Series A Preferred Stock, the Series A-1 C Preferred Stock shall be $1.30 and the per share Conversion Value of Series B C Preferred Stock shall be $1.30; the initial Conversion Price per share of Series D Preferred Stock shall be $1.65 and the per share Conversion Value of Series D Preferred Stock shall be $1.65; the initial Conversion Price per share of Series E Preferred Stock shall be $4.25 and the per share Conversion Value of Series E Preferred Stock shall be $4.25; and the initial Conversion Price per share of Series F Preferred Stock shall be $10.00 and the per share Conversion Value of Series F Preferred Stock shall be $10.00. The Conversion Price of each series shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof . The number of shares of Common Stock into which a share series of Preferred Stock is convertible is hereinafter referred to as the “"Conversion Rate” " of such series.

Right to Convert. Each share of Preferred Stock shall be convertible convertible, without payment of additional consideration, into shares of Common Stock without the payment of any additional consideration by the holder thereof andStock, at the option of the holder thereof, at any time after the date of issuance of such share, share at the office of this corporation the Company or any transfer agent for the Preferred Stock. Each share of Series A Preferred Stock shall be converted into that number of fully-paid and nonassessable shares of Common Stock that is determined by dividing $1.00 by the appropriate Conversion Price (as hereinafter defined). Each share of Series B Preferred Stock shall be convertible into the that number of fully paid and nonassessable shares of Common Stock which results from that is determined by dividing $3.00 by the appropriate Conversion Price (as hereinafter defined) per ). Each share in effect for each series of Series C Preferred Stock at shall be convertible into that number of fully paid and nonassessable shares of Common Stock that is determined by dividing $6.00 by the time of conversion into the per share appropriate Conversion Value Price (as hereinafter defined) ). Each share of such seriesSeries D Preferred Stock shall be convertible into that number of fully paid and nonassessable shares of Common Stock that is determined by dividing $3.76 by the appropriate Conversion Price (as hereinafter defined). Each share of Series E Preferred Stock shall be convertible into that number of fully paid and nonassessable shares of Common Stock that is determined by dividing $5.00 by the appropriate Conversion Price (as hereinafter defined). The initial per share Conversion Price of for the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series A Preferred Stock 2.00, and shall be Ninety-One Cents ($0.91) (subject to adjustment as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock)provided herein. The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock 6.00, and shall be Ninety-One Cents ($0.91) (subject to adjustment as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock)provided herein. The initial Conversion Price of for the Series A Preferred Stock, the Series A-1 C Preferred Stock shall be $7.52, and the Series B Preferred Stock shall be subject to adjustment from time to time as provided belowherein. The initial Conversion Price for the Series D Preferred Stock shall be $7.52, and shall be subject to adjustment as provided herein. The initial Conversion Price for the terms of Section 4(g) hereof Series E Preferred Stock shall be $10.00, and shall be subject to adjustment as provided herein. (The number of shares of Common Stock into which a each share of Preferred Stock is convertible may be converted is hereinafter referred to as the “Conversion Rate” of "CONVERSION RATE" for each such series.) Upon any decrease or increase in the Conversion Price or the Conversion Rate for a series, as described in this Section 4, the Conversion Rate or Conversion Price for such series, as the case may be, shall be appropriately increased or decreased.

Right to Convert. Each share of Series A Preferred Stock and Series A-1 Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof and, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the Conversion Price (as hereinafter defined) per share in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be NinetyA-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B I Preferred Stock). The initial Conversion Price of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B A-1 Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof hereof. The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such series.

Right to Convert. Each share of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred Stock and Series F Preferred shall be convertible into shares of Common Stock without the payment of at any additional consideration by the holder thereof andtime, at the option of the holder thereof, at any time after the date of issuance of into such share, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from as is determined by dividing the Conversion Original Issue Price (as set forth in Section 3 hereof) for such share by the applicable Conversion Price thereof, determined as hereinafter defined) per share provided, in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such seriesconversion. The initial per share Conversion Price price at which shares of the Series A Preferred Common Stock shall be Ninety-One Cents deliverable upon conversion (individually the "Series A Conversion Price," the "Series B Conversion Price," the "Series C Conversion Price," the "Series D Conversion Price," the "Series E Conversion Price" and the "Series F Conversion Price" and collectively the "Conversion Prices") shall initially be $0.91). The 0.3125 per share Conversion Value of the Common Stock for conversion of Series A Preferred Stock shall be Ninety-One Cents (Preferred, $0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial 1.875 per share Conversion Price of the Common Stock for conversion of Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The B Preferred, $6.25 per share Conversion Value of the Common Stock for conversion of Series A-1 Preferred Stock shall be Ninety One Cents (C Preferred, $0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial 3.775 per share Conversion Price of the Common Stock for conversion of Series B Preferred Stock shall be Ninety-One Cents (D Preferred, $0.91). The 3.775 per share Conversion Value of the Common Stock for conversion of Series B E Preferred and $6.125 per share of Common Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the conversion of Series B Preferred Stock)F Preferred. The Such initial Conversion Price of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock Prices shall be subject to adjustment from time to time as provided below, subject to the terms hereinafter provided. Each share of Section 4(g) hereof The number of Preferred Stock shall automatically be converted into shares of Common Stock into which at its then effective Conversion Price, upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the corporation to the public at a price of not less than $10.00 per share and an aggregate offering price to the public of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such seriesnot less than $15,000,000.

Right to Convert. Each share of the Series A Cumulative Convertible Preferred Stock Shares shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof and, at the option of the each holder thereof, thereof at any time after the date of issuance of such sharein accordance with, at the office of and subject to, this corporation or any transfer agent for the Preferred Stock and shall be convertible Section 7 into the a number of fully paid and nonassessable non-assessable shares of Voting Common Stock which results from dividing (as such shares shall then be constituted) equal to the Conversion Price (as hereinafter defined) per share Rate in effect for each series of Preferred Stock at such time. Notwithstanding the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price foregoing, if any shares of the Series A Cumulative Convertible Preferred Stock Shares are to be redeemed pursuant to Section 6, such conversion right shall be Ninety-One Cents ($0.91). The per share Conversion Value cease and terminate, as to the shares of the Series A Cumulative Convertible Preferred Stock Shares to be redeemed, at 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date, unless the Corporation shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to default in the Series A Preferred Stock). The initial per share Conversion Price payment of the Series A-1 Preferred Redemption Price therefor, as provided herein. If the Corporation is a party to a consolidation, merger, amalgamation, binding share exchange or other transaction pursuant to which shares of Voting Common Stock shall would be determined converted into cash, securities or other property as set forth in accordance with Section 4(g) hereof. The per 10, each share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial Conversion Price of the Series A Cumulative Convertible Preferred StockShares may be surrendered for conversion at any time from and after the date that is 30 days prior to the anticipated effective date of the transaction until the Conversion Transaction Expiration Date in respect of such transaction and. at the effective time of the transaction, the right to convert Series A-1 A Cumulative Convertible Preferred Stock and the Series B Preferred Shares into shares of Voting Common Stock shall be subject changed into a right to adjustment from time to time as provided belowconvert such Series A Cumulative Convertible Preferred Shares into the kind and amount of cash, subject securities or other property of the Corporation or another Person that the holder would have received if such holder had converted such Series A Cumulative Convertible Preferred Shares immediately prior to the terms of Section 4(g) hereof The number of transaction. Upon such change, all references herein to shares of Voting Common Stock into which a share of Preferred Stock is convertible is hereinafter referred shall be references to such cash, securities or other property in each case as the “Conversion Rate” of such seriescontext requires.

Right to Convert. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock and Series D-1 Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof andconvertible, at the option of the holder thereof, at any time after the date of issuance of such shareshare and, in the case of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock and Series D-1 Preferred Stock, on or prior to the fifth day prior to the Redemption Date, if any, as may have been fixed in the Redemption Notice, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible such stock, into the such number of fully paid and nonassessable shares of Common Stock which results from as is determined by dividing (i) the Original Series A Issue Price for each share of Series A Preferred Stock, (ii) the Original Series B Issue Price for each share of Series B Preferred Stock, (iii) the Original Series C Issue Price for each share of Series C Preferred Stock, (iv) the Original Series D Issue Price for each share of Series D Preferred Stock, (v) $0.10 for each share of Series J Preferred Stock (the "Original Series J Issue Price"), (vi) the Original Series Z Issue Price for each share of Series Z Preferred Stock, (vii) the Original Series A-1 Issue Price for each share of Series A-1 Preferred Stock, (viii) the Original Series B-1 Issue Price for each share of Series B-1 Preferred Stock, (ix) the Original Series C-1 Issue Price for each share of Series C-1 Preferred Stock and (x) the Original Series D-1 Issue Price for each share of Series D-1 Preferred Stock, in each case by the Conversion Price (as hereinafter defined) per share at the time in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such seriesshare. The initial Conversion Price per share Conversion Price for shares of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Original Series A Issue Price, for shares of Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted the Original Series B Issue Price, for stock splitsshares of Series C Preferred Stock shall be the Original Series C Issue Price, stock dividendsfor shares of Series D Preferred Stock shall be the Original Series D Issue Price, recapitalization and similar events relating to for shares of Series J Preferred Stock shall be the Original Series A J Issue Price, for shares of Series Z Preferred Stock). The initial per share Conversion Price Stock shall be the Original Series Z Issue Price, for shares of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Original Series A-1 Issue Price, for shares of Series B-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted the Original Series B-1 Issue Price, for stock splits, stock dividends, recapitalization and similar events relating to the shares of Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B C-1 Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value the Original Series C-1 Issue Price and for shares of the Series B D-1 Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splitsthe Original Series D-1 Issue Price; provided, stock dividendshowever, recapitalization and similar events relating to that the Series B Preferred Stock). The initial Conversion Price of for the Series A Preferred Stock, the Series A-1 B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and the Series Z Preferred Stock shall each be subject to adjustment as set forth in subsections 4(d) and 4(e) of this Division B of Article III and the Conversion Price for the Series J Preferred Stock, the Series A-1 Preferred Stock, the Series B-1 Preferred Stock, the Series C-1 Preferred Stock and the Series D-1 Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms set forth in subsection 4(e) of Section 4(g) hereof The number this Division B of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such seriesArticle III.

Right to Convert. Each i) Subject to subsection 4(c), each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof andconvertible, at the option of the holder thereof, at any time after the date of issuance of such share and prior to the close of business on any Redemption Date as may have been fixed in any Redemption Notice with respect to such share, at the office of this corporation Corporation or any transfer agent for the particular series of Preferred Stock and shall be convertible Stock, into the such number of fully paid and nonassessable shares of Common Stock which results from dividing the Conversion Price (as hereinafter defined) per share in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price of the is determined by dividing, with respect to Series A Preferred Stock shall be Ninety-One Cents (Stock, $0.91). The 2.00 per share Conversion Value of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted subject to appropriate adjustments for stock splits, stock dividends, recapitalization combinations or other recapitalizations and similar events relating hereafter referred to as the "Original Series A Issue Price") or, with respect to Series B Preferred Stock), the Original Series B Issue Price plus all declared but unpaid dividends on such share of Series B Preferred Stock by the applicable Conversion Price at the time in effect for such share or with respect to Series C Preferred Stock, the Original Series C Issue Price plus all declared but unpaid dividends on such share of Series C Preferred Stock by the applicable Conversion Price at the time in effect for such share. The initial Conversion Price per share Conversion Price for shares of the Series A-1 A Preferred Stock shall be determined in accordance with Section 4(g) hereof. The the Original Series A Issue Price, the initial Conversion Price per share Conversion Value for shares of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The the Original Series B Issue Price and the initial Conversion Price per share Conversion Value for share of the Series B C Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splitsthe Original Series C Issue Price; provided, stock dividendshowever, recapitalization and similar events relating to that the Series B Preferred Stock). The initial Conversion Price of for the Series A Preferred Stock, the Series A-1 B Preferred Stock and the Series B C Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such seriesset forth in subsection 4(c).

Right to Convert. Each (i) Subject to subsection (c), each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof andconvertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this corporation or any transfer agent for the particular series of Preferred Stock and shall be convertible Stock, into the such number of fully paid and nonassessable shares of Common Stock which results from as is determined by dividing (A) the Original Series A Issue Price for each share of Series A Preferred Stock, (B) the Original Series B Issue Price for each share of Series B Preferred Stock, (C) the Original Series C Issue Price for each share of Series C Preferred Stock and (D) the Original Series D Issue Price for each share of Series D Preferred Stock, plus all declared but unpaid dividends thereon for each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock, by the Conversion Price (as hereinafter defined) per share at the time in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such seriesshare. The initial Conversion Price per share Conversion Price for shares of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The the Original Series A Issue Price, the initial Conversion Price per share Conversion Value for shares of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The the Original Series B Issue Price, the initial Conversion Price per share Conversion Value for shares of the Series B C Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization the Original Series C Issue Price and similar events relating to the Series B Preferred Stock). The initial Conversion Price per share for shares of Series D Preferred Stock shall be the Original Series D Issue Price; provided, however, that the Conversion Price for the Series A Preferred Stock, the Series A-1 B Preferred Stock, Series C Preferred Stock and the Series B D Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such seriesset forth in subsection 3(c).

Right to Convert. Each share of Series A Preferred, Series B ---------------- Preferred Stock and Series C Preferred shall be convertible into shares share(s) of Common Stock without the payment of any additional consideration by the holder thereof and, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this corporation the Corporation or any transfer agent for the Series A Preferred, Series B Preferred Stock and Series C Preferred. Each share of Series A Preferred, Series B Preferred and Series C Preferred shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the Conversion Price (as hereinafter defined) per share in effect for each series of the Series A Preferred, Series B Preferred Stock and Series C Preferred at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial Conversion Price per share of Series A Preferred shall be $.50, and the Conversion Price Value per share of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock).50. The initial Conversion Price per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The 1.25, and the Conversion Value per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to 1.25. The initial Conversion Price per share of the Series B C Preferred Stock)shall be $1.25, and the Conversion Value per share of the Series C Preferred shall be $1.25. The initial Conversion Price of the Series A Preferred StockPreferred, the Series A-1 Preferred Stock and the Series B Preferred Stock and Series C Preferred shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof . The number of shares of Common Stock into which a share of Series A Preferred, Series B Preferred Stock and Series C Preferred is convertible is hereinafter referred to as the “"Conversion Rate” " of such series.