Common use of Mechanics of Conversion Clause in Contracts

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C Common Stock on the date of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securities.

Mechanics of Conversion. No fractional shares Conversion of the Class A Preferred Shares may be effected by the surrender to the Company of any certificate or certificates issued in respect of such Class A Preferred Shares to be converted accompanied by a written notice stating that such holder of Class A Common Stock Preferred Shares elects to convert all or Class C Common Stock shall be issued upon conversion a specified whole number of Series B Preferred Stock. All such shares in accordance with the provisions hereof and specifying the name or names in which such holder of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether Shares wishes the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) a certificate or certificates for the Common Shares to be issued. If Class A Preferred Shares represented by more than one shall be surrendered for conversion at one time by the same holder of Class A Preferred Shares, the number of full Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares elected to be so surrendered. In case such notice shall specify a name or names other than that of such holder of Class A Preferred Shares, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of Common Stock Shares in such name or names. Other than such taxes, the Company will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of the Common Shares on conversion of the Class C A Preferred Shares. As promptly as practicable and, in any event, within no more than five Business Days after the surrender of such certificate or certificates and the receipt of such notice relating thereto and, if applicable, payment of all transfer taxes (or the demonstration to the satisfaction of the Company that any such taxes have been paid), the Company shall issue and allot the relevant Common Stock Shares, update the Company’s register of members to reflect such issuance and deliver or cause to be delivered to the converting holder(s) (i) certificates in respect of the number of validly issued, fully paid and non-assessable full Common Shares to which such holder of Class A Preferred Shares shall be entitled as aforesaidentitled, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result owing in lieu of a conversion into fractional shares Common Share and (iii) if fewer than the full number of Class A Common Stock Preferred Shares evidenced by the surrendered certificate or certificates are being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares being converted. Upon such conversion, the Class C Common Stock. Such conversion A Preferred Shares being converted shall no longer be deemed outstanding and the rights of such holder thereof (including the right of such holder to have been made immediately prior to receive any accumulated and unpaid Stated Dividends on such Class A Preferred Shares and any accumulated Stated Dividends from the close of business on most recent Dividend Payment Date preceding the date of such surrender of the Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior conversion) as to the closing of Class A Preferred Shares being converted shall cease except for the Qualified Offeringright to receive Common Shares in accordance herewith, and the person or persons entitled to receive the Class A Common Stock or Class C Common Stock issuable upon such conversion Shares shall be treated for all purposes other as having become the record holder or holders of such Class A Common Stock or Class C Common Stock on the date of Shares at such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securitiestime.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred StockDebentures. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in In lieu of issuing any fractional shares to which the holder Holder would otherwise be otherwise entitled, the Company shall pay cash equal to such fraction multiplied by the then fair market value of such fractional a share on the date of conversion, which fair market value shall be Common Stock as determined in good faith by the Board of Directors. Before any holder Holder of Series B Preferred Stock Debentures shall be entitled to convert the same into full shares of Class A Common Stock or Class C Common Stock Stock, and to receive certificates therefor, such holder Holder shall notify the Company in writing or by Facsimile or electronic communication (the “Conversion Notice”) that the Holder elects to convert one or more Debentures and (i) agree to surrender the certificate or certificates thereforDebentures, duly endorsed, at the office of the Corporation Company or of any transfer agent for the Series B Preferred StockCommon Stock when fully paid or converted (ii) notify the Company or its transfer agent that such Debentures have been lost, stolen or destroyed and agrees to execute and deliver to the Company or its transfer agent and agreesatisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such Debentures, and shall give written notice agree to surrender Debentures, duly endorsed, at the Corporation at such office that such holder elects to convert of the sameCompany or of any transfer agent for the Common Stock when fully paid or converted. The Corporation Company shall, as soon as practicable thereafterwithin three (3) business days after receipt of the Conversion Notice, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred StockHolder, (i) a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder Holder shall be entitled as aforesaid, aforesaid and (ii) cash or a check payable to the holder of such Series B Preferred Stock Holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Series B Preferred Stock to be converted; provided, orhowever, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C Common Stock on the date of such conversion. If that if the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act or a Qualified Offering merger, sale or liquidation of the Company, the conversion shall may, at the option of any Holder tendering Debentures for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offeringtransaction, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, Debentures until immediately upon prior to the closing of such sale transaction. In the event that the certificate or certificates for the number of securitiesshares of Common Stock to which such Holder shall be entitled upon conversion shall not be timely delivered as required in this paragraph, or within one day thereafter, the Company shall pay to each Holder whose certificates were not timely delivered, upon written demand therefore, an amount equal to $100.00 for each $10,000 of principal amount of Debentures for each delay per day beyond the delivery date specified above (as liquidated damages and not as a penalty).

Mechanics of Conversion. No fractional The holder of any shares of Series A Preferred Stock may exercise the conversion right specified in Section 5(a) by surrendering to the Corporation or the transfer agent of the Corporation the certificate or certificates for the shares to be converted, accompanied by written notice specifying the number of shares to be converted; provided, however, that the Corporation will not be obligated to issue to any such holder the certificate or certificates evidencing the shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender unless the certificate or certificates therefor, duly endorsed, at evidencing the office shares of Series A Preferred Stock are either delivered to the Corporation or of any the transfer agent for of the Corporation. Conversion will be deemed to have been effected on the date when delivery is made of notice of an election to convert and the certificate or certificates evidencing the Series B A Preferred Stock, and shall give written notice Stock shares to be converted (the "Conversion Date"). Subject to the Corporation at such office that such holder elects to convert the same. The Corporation shallprovisions of Section 5(e)(iv), as soon promptly as practicable thereafter, the Corporation will issue and deliver at to or upon the office written order of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) a certificate or certificates for the number of full shares of Class A Common Stock or Class C Common Stock to which such holder shall be is entitled as aforesaid, and (ii) cash or a check payable or cash with respect to any fractional interest in a share of Class A Common Stock as provided in Section 5(d). Subject to the holder provisions of such Series B Preferred Stock Section 5(e)(iv), the person in whose name the amount of any cash amounts payable as the result of a conversion into fractional certificate or certificates for shares of Class A Common 103 Stock or Class C Common Stock. Such conversion shall are to be issued will be deemed to have been made immediately prior to the close become a holder of business on the date of such surrender of the Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C Common Stock on the date applicable Conversion Date. Upon conversion of such only a portion of the number of shares covered by a certificate representing shares of Series A Preferred Stock surrendered for conversion. If , the conversion is in connection with a Qualified Offering the conversion shall be conditioned Corporation will issue and deliver to or upon the closing with the underwriter written order of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Series B A Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon representing the closing unconverted portion of such sale of securitiesthe certificate so surrendered.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock shall be entitled to convert the same into full shares of Class A Common Stock or Class C Common Stock and pursuant to receive certificates thereforsubsection 4.2.4(a), such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the this Corporation or of any appointed transfer agent for the Series B Preferred Stockagent, and shall give written notice to the this Corporation at its principal corporate office of such office that such holder elects holder’s election to convert the same, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The This Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series A Preferred Stock, Series B Preferred Stock, (i) Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaidaforesaid and shall promptly pay in cash or, and (ii) cash or a check payable to the holder extent sufficient funds are not then legally available therefor, in Common Stock (at the Common Stock’s fair market value determined by the Board of Directors as of the date of such conversion), any declared and unpaid dividends on the shares of Series A Preferred Stock, Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock, Series C Preferred Stock, Series D Preferred Stock or Class C Common StockSeries D-1 Preferred Stock being converted. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A shares of Common Stock as of such date. In the event of an automatic conversion pursuant to subsection 4.2.4(b), the outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock shall be converted automatically without further action by the holders of such shares and whether or Class C not the certificates representing such shares are surrendered to the Corporation or its transfer agent, provided that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock are delivered to the Corporation or its transfer agent or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. Upon the occurrence of the automatic conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock, the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock shall surrender the certificates representing such shares at the office of the Corporation or any appointed transfer agent. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock surrendered were convertible on the date of on which such conversionautomatic conversion occurred, and any declared and unpaid dividends shall be paid in accordance with the provisions above. If the conversion is in connection with a Qualified Offering Public Offering, the conversion shall may, at the option of any holder tendering Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) person or persons entitled to receive the Class A Common Stock issuable upon such conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock shall not be deemed to have ‘converted such Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock until immediately upon prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on Upon the date of conversionconsummation of a Qualified Public Offering (the “Conversion Date”), which fair market value the outstanding Series C Preferred Units shall be determined converted into the property referred to in good faith subparagraph 4(b) automatically without any action by the Board Company or the holders of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock such Units and whether or Class C Common Stock and not the certificates representing such Units are surrendered to receive certificates therefor, such holder shall surrender the certificate Company or certificates therefor, duly endorsed, at the office of the Corporation or of any its transfer agent for the Series B C Preferred StockUnits; provided that the Company shall not be obligated to issue to any holder certificates representing the Common Units issuable upon such conversion unless certificates representing the Series C Preferred Units, and shall give written notice endorsed directly or through unit powers to the Corporation at Company or in blank and accompanied with appropriate evidence of the signatory’s authority, are delivered to the Company or any transfer agent of the Company for the Series C Preferred Units. If the certificate representing Common Units issuable upon conversion of the Series C Preferred Units is to be issued in a name other than the name on the face of the certificate representing such office that Series C Preferred Units, such holder elects certificate shall be accompanied by such evidence of the assignment and such evidence of the signatory’s authority with respect thereto as deemed appropriate by the Company or its transfer agent for the Series C Preferred Units and such certificate shall be in proper form for transfer and endorsed directly or through unit powers to convert the samePerson in whose name the Common Units are to be issued or to the Company or in blank. The Corporation shallConversion shall be deemed to have been effected on the date of consummation of the Qualified Public Offering. Subject to the provisions of subparagraph 4(e)(vi), as soon promptly as practicable thereafterafter the Conversion Date (and after surrender of the certificate or certificates representing the Series C Preferred Units to the Company or any transfer agent of the Company for the Series C Preferred Units in the case of any such conversion), the Company shall issue and deliver at to or upon the office written order of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) a certificate or certificates for the number of shares of Class A full Common Stock or Class C Common Stock Units to which such holder shall be is entitled as aforesaidupon such conversion, and (ii) cash or a check payable rounded to the holder of such Series B Preferred Stock nearest whole Common Unit. The Person in whose name the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A certificate or certificates for Common Stock or Class C Common Stock. Such conversion Units are to be issued shall be deemed to have been made immediately prior to the close become a holder of business record of such Common Units on the date of such surrender of the Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C Common Stock on the date of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securitiesConversion Date.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B A Convertible Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in In lieu of issuing any fractional shares to which the holder would otherwise be otherwise entitled, the Corporation shall pay cash equal to the such fraction multiplied by a fair market value of such fractional share on the date of conversion, which fair market value shall and reasonable conversion price to be determined in good faith by the Board of DirectorsDirectors solely for calculating payments due for fractional shares. No shares of Common Stock will be issued in respect of accrued or declared and unpaid dividends on the Series A Convertible Preferred Stock; however, except in the case of an Automatic Conversion on Public Offering as set forth in subparagraph 6.2 above, the Corporation shall remain liable after conversion of any Series A Convertible Preferred Stock for cumulative unpaid dividends accrued on such Series A Convertible Preferred Stock prior to the time of conversion. Before any holder of Series B A Convertible Preferred Stock shall be entitled to convert the same into full shares of Class A Common Stock or Class C Common Stock and to receive certificates thereforStock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent and, except for the Series B Preferred Stockautomatic conversion pursuant to subparagraph 6.2 above, and shall give written notice (the "Conversion Notice") to the Corporation Corporation, at such office that such holder he elects to convert the same. The Corporation shall, as soon as practicable thereafter, thereafter issue and deliver at the office of the Corporation or at such transfer agent's office cause to be issued and delivered to such holder of Series B A Convertible Preferred Stock, (i) at such office or at such other place as the holder shall specify in the Conversion Notice, a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock Stock, to which such holder he shall be entitled as aforesaid, and (ii) cash registered in the name of such holder or a check payable to in such other name as the holder of such Series B Preferred Stock shall specify in the amount of any cash amounts payable aforementioned written notice. Except as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such set forth in subparagraph 6.2 above, such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B A Convertible Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C shares of Common Stock on the date of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securitiesdate.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance In lieu of any fractional share. If, after the aforementioned aggregationshare to which a holder would otherwise be entitled, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, corporation shall pay cash equal to such fraction multiplied by the fair market value of such fractional share on the date of conversion, which fair market value shall be Common Stock as determined in good faith by the Board of DirectorsBoard. Before any Any holder of Series B Preferred Stock shall be entitled to convert the same into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, only if such holder shall surrender surrenders the certificate or certificates therefor, duly endorsed, at the office of the Corporation corporation or of any transfer agent for the Series B Preferred Stock, and shall give gives written notice to the Corporation corporation at such office that such holder elects to convert the samesame on or prior to the date specified for such conversion. The Corporation shall, as soon as practicable thereafter, corporation shall thereafter issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) Stock a certificate or certificates registered in the name of the holder or such other name as the holder may direct for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, aforesaid and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into a fractional shares share of Class A Common Stock and any declared but unpaid dividends on the converted Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or Class C Common StockSeries F Preferred. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Series B shares of Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C shares of Common Stock on such date. The corporation shall pay any issue taxes payable upon the date issuance of such conversioncertificates in the name of the holder. If the holder of any certificate representing shares of Preferred requests the corporation to issue the certificates representing the shares of Common Stock issuable upon conversion thereof in a name other than the name of the holder, the holder shall pay to the corporation, or the transfer agent of the corporation if the corporation so designates, any transfer or other taxes required by reason of the issuance of a certificate for shares of Common Stock in any name other than the name of the holder. If the conversion is in connection with a Qualified Offering an underwritten public offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such public offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, Stock until immediately upon the closing of prior to such sale of securitiesclosing.

Mechanics of Conversion. To convert the Series C Convertible Preferred Stock, a holder shall: (i) email, fax (or otherwise deliver by other means resulting in notice) a copy of a fully executed notice of conversion in the form attached hereto as Annex A (each a “Notice of Conversion”) and (ii) such number of Series C Convertible Preferred Stock converted shall be deemed to be surrendered. To effect conversions of shares of Series C Convertible Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing such shares of Series C Convertible Preferred Stock to the Company. The date of the holder’s delivery of the notice of conversion to the Company shall be the "Conversion Date". No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of the Series B C Convertible Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in In lieu of issuing any fractional shares to which the holder would otherwise be otherwise entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of such fractional a share on the date of conversion, which fair market value shall be Common Stock as determined in good faith by the Board of Directors. Before any holder , or round-up to the next whole number of Series B Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsedshares, at the office of the Corporation Corporation’s option. Whether or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into not fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall would be deemed to have been made immediately prior to the close of business on the date of such surrender of the Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C Common Stock issuable upon such conversion shall be treated for all purposes as determined on the record holder or holders basis of such Class A the total number of shares of Series C Convertible Preferred Stock the Holder is at the time converting into Common Stock or Class C Common Stock on and the date aggregate number of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter shares of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of conversion. Certificates representing the Series B C Convertible Preferred Stock shall not be deemed to have converted such Series B Preferred Stockthe following legend: THE HOLDER AND ANY ASSIGNEE OR TRANSFEREE, until immediately upon the closing of such sale of securitiesBY ACCEPTANCE OF THIS STOCK CERTIFICATE, ACKNOWLEDGE AND AGREE THAT, PURSUANT TO THE CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C CONVERTIBLE PREFERRED STOCK, THE NUMBER OF SHARES REFLECTED ON THE FACE OF THIS CERTIFICATE MAY NOT BE THE ACTUAL NUMBER OF SHARES HELD BY THE HOLDER OR ASSIGNEE. PLEASE INQUIRE WITH THE COMPANY AS TO THE ACTUAL NUMBER OF SHARES EVIDENCED BY THIS CERTIFICATE.

Mechanics of Conversion. No fractional shares Conversion of the Class A Preferred Shares may be effected by the surrender to the Company of any certificate or certificates issued in respect of such Class A Preferred Shares to be converted accompanied by a written notice stating that such holder of Class A Common Stock Preferred Shares elects to convert all or Class C Common Stock shall be issued upon conversion a specified whole number of Series B Preferred Stock. All such shares in accordance with the provisions hereof and specifying the name or names in which such holder of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether Shares wishes the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) a certificate or certificates for the Common Shares to be issued. If Class A Preferred Shares represented by more than one certificate shall be surrendered for conversion at one time by the same holder of Class A Preferred Shares, the number of full Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares elected to be so surrendered. In case such notice shall specify a name or names other than that of such holder of Class A Preferred Shares, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of Common Stock Shares in such name or names. Other than such taxes, the Company will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of the Common Shares on conversion of the Class C A Preferred Shares. As promptly as practicable and, in any event, within no more than five Business Days after the surrender of such certificate or certificates and the receipt of such notice relating thereto and, if applicable, payment of all transfer taxes (or the demonstration to the satisfaction of the Company that any such taxes have been paid), the Company shall issue and allot the relevant Common Stock Shares, update the Company’s register of members to reflect such issuance and deliver or cause to be delivered to the converting holder(s) (i) certificates in respect of the number of validly issued, fully paid and non-assessable full Common Shares to which such holder of Class A Preferred Shares shall be entitled as aforesaidentitled, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result owing in lieu of a conversion into fractional shares Common Share and (iii) if fewer than the full number of Class A Common Stock Preferred Shares evidenced by the surrendered certificate or certificates are being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares being converted. Upon such conversion, the Class C Common Stock. Such conversion A Preferred Shares being converted shall no longer be deemed issued and outstanding and the rights of such holder thereof (including the right of such holder to have been made immediately prior to receive any accumulated and unpaid Stated Dividends on such Class A Preferred Shares and any accumulated Stated Dividends from the close of business on most recent Dividend Payment Date preceding the date of such surrender of the Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior conversion) as to the closing of Class A Preferred Shares being converted shall cease except for the Qualified Offeringright to receive Common Shares in accordance herewith, and the person or persons entitled to receive the Class A Common Stock or Class C Common Stock issuable upon such conversion Shares shall be treated for all other purposes as having become the record holder or holders of such Class A Common Stock or Class C Common Stock on the date of Shares at such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securitiestime.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series A Preferred ----------------------- Stock, Series B Preferred Stock or Series C Preferred Stock shall be entitled to convert the same into full shares of Class A Common Stock or Class C Common Stock and to receive certificates thereforStock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the Series B particular series of Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the Corporation at such office that such holder elects election to convert the samesame and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation This corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B A Preferred Stock, (i) Series B Preferred Stock and/or Series C Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A shares of Common Stock or Class C Common Stock on the date as of such conversiondate. If the conversion is in connection with a Qualified Offering an underwritten offer of securities registered pursuant to the Securities Act, the conversion shall may, at the option of any holder tendering Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock shall not be deemed to have converted such Series B A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock until immediately upon prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on Upon the date of conversionconsummation of a Qualified Public Offering (the “Conversion Date”), which fair market value the outstanding Series A Preferred Units shall be determined converted into the property referred to in good faith subparagraph 4(b) automatically without any action by the Board Company or the holders of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock such Units and whether or Class C Common Stock and not the certificates representing such Units are surrendered to receive certificates therefor, such holder shall surrender the certificate Company or certificates therefor, duly endorsed, at the office of the Corporation or of any its transfer agent for the Series B A Preferred StockUnits; provided that the Company shall not be obligated to issue to any holder certificates representing the Common Units issuable upon such conversion unless certificates representing the Series A Preferred Units, and shall give written notice endorsed directly or through unit powers to the Corporation at Company or in blank and accompanied with appropriate evidence of the signatory’s authority, are delivered to the Company or any transfer agent of the Company for the Series A Preferred Units. If the certificate representing Common Units issuable upon conversion of the Series A Preferred Units is to be issued in a name other than the name on the face of the certificate representing such office that Series A Preferred Units, such holder elects certificate shall be accompanied by such evidence of the assignment and such evidence of the signatory’s authority with respect thereto as deemed appropriate by the Company or its transfer agent for the Series A Preferred Units and such certificate shall be in proper form for transfer and endorsed directly or through unit powers to convert the samePerson in whose name the Common Units are to be issued or to the Company or in blank. The Corporation shallConversion shall be deemed to have been effected on the date of consummation of the Qualified Public Offering. Subject to the provisions of subparagraph 4(e)(vi), as soon promptly as practicable thereafterafter the Conversion Date (and after surrender of the certificate or certificates representing the Series A Preferred Units to the Company or any transfer agent of the Company for the Series A Preferred Units in the case of any such conversion), the Company shall issue and deliver at to or upon the office written order of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) a certificate or certificates for the number of shares of Class A full Common Stock or Class C Common Stock Units to which such holder shall be is entitled as aforesaidupon such conversion, and (ii) cash or a check payable rounded to the holder of such Series B Preferred Stock nearest whole Common Unit. The Person in whose name the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A certificate or certificates for Common Stock or Class C Common Stock. Such conversion Units are to be issued shall be deemed to have been made immediately prior to the close become a holder of business record of such Common Units on the date of such surrender of the Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C Common Stock on the date of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securitiesConversion Date.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of shares of Series B A Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series E Preferred Stock shall be entitled to convert any of such shares into full shares of Class A Common Stock or Class C Common Stock and to receive certificates thereforStock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock, Stock and shall give written notice by mail, postage prepaid, or hand delivery, to the Corporation at such office that such holder elects its principal corporate office, of the election to convert the samesame and shall state therein the name or names in which the certificate or certificates for shares of Class A Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder holders of shares of Series B A Preferred Stock, (i) Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series E Preferred Stock, as the case may be, or to the nominee or nominees of such holders, a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B A Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series E Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the shares of Class A Common Stock or Class C Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock or Class C Common Stock on the date as of such conversiondate. If the conversion is in connection with a Qualified Offering an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion shall may, at the option of any holder tendering the Series A Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series E Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B A Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series E Preferred Stock, as the case may be, shall not be deemed to have converted such Series B Preferred Stock, Stock until immediately upon prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B D Preferred Stock shall be entitled to voluntarily convert the same into full shares of Class A Common Stock Stock, he or Class C Common Stock and to receive certificates therefor, such holder she shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the Series B D Preferred Stock, and shall give written notice to this corporation at its principal corporate office, of the Corporation at such office that such holder elects election to convert the samesame and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation This corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B D Preferred Stock, (i) or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B D Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A shares of Common Stock or Class C as of such date (the “Conversion Time”). Upon a Mandatory Conversion, each holder of record of Series D Preferred Stock converted pursuant to subsection (b) of this Section 3B shall be sent written notice of such Mandatory Conversion (which, for the avoidance of doubt, need not be sent in advance of the Mandatory Conversion Time) at each such holder’s respective address as it appears on the transfer books of this corporation; provided, however, that neither the failure to provide such notice nor any defect therein shall affect the validity of the Mandatory Conversion. The shares of Series D Preferred Stock converted pursuant to subsection (b) of this Section 3B shall be converted into shares of Common Stock automatically at the Mandatory Conversion Time without regard to whether certificates representing such shares of Series D Preferred Stock have been surrendered. Upon receipt of written notice of the Mandatory Conversion, each holder of record of shares of Series D Preferred Stock so converted shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to this corporation to indemnify this corporation against any claim that may be made against this corporation on account of the date alleged loss, theft or destruction of such conversioncertificate) to this corporation at the place designated in such notice. If the conversion is in connection with a Qualified Offering the so required by this corporation, certificates surrendered for conversion shall be conditioned upon endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to this corporation, duly executed by the closing with registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the underwriter Mandatory Conversion and the surrender of the sale of securities pursuant certificate or certificates (or lost certificate affidavit and agreement) for Series D Preferred Stock so converted, this corporation shall issue and deliver to such offeringholder, in which event or to his, her or its nominees, a certificate or certificates for the person(s) entitled to receive the Class A number of shares of Common Stock issuable upon on such conversion of in accordance with the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securitiesprovisions hereof.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred A Stock shall be entitled to voluntarily convert the same into full shares of Class A Common Stock or Class C Common Stock and to receive certificates thereforSeries A Preferred Stock, such holder as applicable, he, she or it shall surrender the certificate or certificates therefor, duly endorsed, at the office of the this Corporation or of any transfer agent for the Series B Preferred A Stock, and shall give written notice to the this Corporation at such office that such holder elects its principal corporate office, of the election to convert the samesame and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The This Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred A Stock, (i) or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock Series A Preferred Stock, as applicable, to which such holder shall be entitled as aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred A Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A shares of Common Stock or Class C Common Stock Series A Preferred Stock, as applicable, issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A shares of Common Stock or Class C Common Stock on the date Series A Preferred Stock, as applicable, as of such conversiondate. If the conversion is in connection with a Qualified Offering an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion shall may, at the option of any holder tendering Series A Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred A Stock shall not be deemed to have converted such Series B Preferred Stock, A Stock until immediately upon prior to the closing of such sale of securities. If the conversion is in connection with the provisions of subsection 5(a)(ii) or 5(b)(ii) above, such conversion shall be deemed to have been on the conversion date described in this Corporation’s notice to each holder of Series A Stock. All persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such shares of Common Stock as of such date.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B C Preferred Stock shall be entitled to convert or partially convert the same into full shares of Class A Voting Common Stock or Class C Common Stock and pursuant to receive certificates thereforArticle V(A), such the holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B C Preferred Stock, Stock and shall give written notice by mail, postage prepaid, to the Corporation at such office that such holder elects its principal executive office, of the election to convert the samesame and shall state therein the number of shares to be converted and the name or names in which the certificate or certificates for shares of Voting Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B C Preferred Stock, (i) or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock or Class C Voting Common Stock to which such holder shall be entitled as aforesaid, aforesaid and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts amount payable as the result of a conversion into of a fractional shares share of Class A Voting Common Stock and any accrued or Class declared but unpaid dividends on the converted Series C Common Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B C Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C shares of Voting Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A shares of Voting Common Stock or Class C Common Stock on the date as of such conversiondate. If Upon the conversion is in connection with a Qualified Offering surrender by the conversion shall be conditioned upon the closing with the underwriter holder of Series C Preferred Stock of the sale certificate representing the stock being converted, such shares of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B C Preferred Stock shall not thereafter be transferred on the books of the Corporation or be deemed to have converted be outstanding for any purpose whatever. If such holder does not convert all of the Series B C Preferred StockStock represented by the surrendered certificate or certificates, until immediately upon the closing Corporation shall, as soon as practicable, issue and deliver to such holder a certificate for the number of such sale shares of securitiesSeries C Preferred Stock not converted.

Mechanics of Conversion. No fractional shares Before any holder of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of entitled to convert such Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion into shares of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsedendorsed (or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed certificate), at the office of the Corporation or of any transfer agent for the Series B Preferred Class A Common Stock, and shall give written notice to the Corporation at such office that such holder elects its principal corporate office, of the election to convert the samesame and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Class A Common Stock, (i) or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, and (ii) cash or a check payable to certificate for the holder remaining number of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or if less than all of the Class C A Common StockStock evidenced by the certificate were surrendered. Such conversion shall be deemed to have been made immediately prior to the close of business on (i) the date of such surrender of the Series B Preferred shares of Class A Common Stock to be convertedconverted or (ii) if applicable, or, the date of automatic conversion specified in the case Section 4(b) of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offeringthis Article III(C) above, and the person or persons entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A shares of Common Stock or Class C Common Stock on the date as of such conversiondate. If the conversion is in connection with a Qualified Offering an underwritten public offering of securities registered pursuant to the Securities Act the conversion shall may, at the option of any holder tendering such Class A Common Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) any persons entitled to receive the Common Stock upon conversion of such Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, Class A Common Stock until immediately upon prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series Class B Preferred Stock Common Shares shall be entitled to convert such Class B Common Shares into full shares of Class A Common Stock or Class C Common Stock and Shares pursuant to receive certificates thereforsub-paragraph (a) (1) above, such the holder shall shall, if available, surrender the certificate or certificates therefor, duly endorsedendorsed (where applicable), at the registered office of the Corporation or Company. Upon the occurrence of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office one of the Corporation bases of conversion provided for in paragraph (a) above, the Company shall enter or at such transfer agent's office to such procure the entry of the name of the relevant holder of Series Class B Preferred Stock, (i) a certificate or certificates for Common Shares as the holder of the relevant number of shares of Class A Common Stock or Shares resulting from the conversion of the Class C B Common Stock Shares in, and make any other necessary and consequential changes to, the Register of Members. Any conversion of Class B Common Shares into Class A Common Shares pursuant to which such holder this Article 5 shall be entitled effected by any manner permitted by applicable law (including by means of: (i) the re-designation and re-classification of the relevant Class B Common Share as aforesaid, a Class A Common Share together with such rights and restrictions for the time being attached thereto and shall rank pari passu in all respects with the Class A Common Shares then in issue; and/or (ii) cash or a check payable to the holder compulsory redemption without notice of Class B Common Shares and the automatic application of the redemption proceeds in paying for such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of new Class A Common Stock or Shares into which the Class C B Shares have been converted, on the basis that such redemption shall take place at par). For the avoidance of doubt, following the conversion to Class A Common StockShares, the holder thereof shall have Class A Common Share voting rights in respect of such shares and not Class B Common Share voting rights. Such conversion shall be deemed become effective forthwith upon entries being made in the Register of Members to have been made immediately prior to record the close of business on the date of such surrender re-designation and re-classification of the Series relevant Class B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Common Shares as Class A Common Stock or Class C Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C Common Stock on the date of such conversionShares. If the proposed conversion is in connection with a Qualified Offering an underwritten public or private offering of securities, the conversion shall may, at the option of any holder tendering such Class B Common Shares for conversion, be conditioned conditional upon the closing with the underwriter underwriters or other purchasers of the sale of securities pursuant to such offering, in which event the person(s) any persons entitled to receive the Class A Common Stock issuable Shares upon such conversion of the Series such Class B Preferred Stock Common Shares shall not be deemed to have converted such Series Class B Preferred Stock, Common Shares until immediately upon prior to the closing of such sale of securities.

Mechanics of Conversion. In order to convert shares of Series B Preferred Stock into shares of Common Stock, the holder of shares of Series B Preferred Stock shall (i) fax a copy of the fully executed notice of conversion in the form attached hereto ("Notice of Conversion") to the Corporation at its principal office and to the transfer agent for the Common Stock that such holder elects to convert the same, which notice shall specify the number of shares of Series B Preferred Stock to be converted and shall contain a calculation of the Conversion Rate (together with a copy of the first page of each certificate to be converted) prior to 5:00 p.m., New York City time (the "Conversion Notice Deadline") on the date of conversion specified on the Notice of Conversion and (ii) surrender the original certificate or certificates for the shares of Series B Preferred Stock to be converted, duly endorsed, and deliver the original Notice of Conversion by either overnight courier or two-day courier, to the principal office of the Corporation or the office of the transfer agent for the Common Stock; provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series B Preferred Stock are delivered to the Corporation or its transfer agent as provided above. Upon receipt by the Corporation of evidence of the loss, theft, destruction or mutilation of any certificate representing shares of Series B Preferred Stock, and (in the case of loss, theft or destruction) of indemnity or security reasonably satisfactory to the Corporation, and upon surrender and cancellation of any certificate representing shares of Series B Preferred Stock, if mutilated, the Corporation shall execute and deliver a new certificate of like tenor and date. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of the Series B Preferred Stock. All In lieu of any fractional share to which the holder of shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall would otherwise be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stockentitled, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, shall pay cash to such holder in an amount equal to such fraction multiplied by the fair market value Conversion Price then in effect. In the case of such fractional share on a dispute as to the date calculation of conversionthe Conversion Rate, which fair market value the Corporation's calculation shall be determined in good faith by the Board of Directorsdeemed conclusive absent manifest error. Before any holder of Series B Preferred Stock The Corporation shall convert into full shares of Class A Common Stock or Class C Common Stock use all reasonable efforts to issue and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice deliver within seven (7) business days after delivery to the Corporation at of such office that certificates, or after such holder elects to convert the same. The Corporation shallagreement and indemnification, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred StockStock at the address of the holder on the books of the Corporation, (i) a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such the holder shall be entitled as aforesaid. The date on which conversion occurs (the "Date of Conversion") shall be deemed to be the date set forth in such Notice of Conversion, provided (i) that the advance copy of the Notice of Conversion is faxed to the Corporation before 5:00 p.m., New York City time, on the Date of Conversion, and (ii) cash or a check payable to that the holder of such Series B Preferred Stock in original stock certificates representing the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Series B Preferred Stock to be converted, or, in the case of a conversion at the option of converted are received by the Corporation pursuant to Section C.5(a)(ii), immediately prior to or the closing of the Qualified Offering, and the transfer agent within two (2) business days thereafter. The person or persons entitled to receive the Class A Common Stock or Class C Common shares of Series B Preferred Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C shares of Common Stock on the date of such conversiondate. If the conversion is in connection with a Qualified Offering original certificates representing the conversion shall shares of Series B Preferred Stock to be conditioned upon converted are not received by the closing with Corporation or the underwriter transfer agent within two (2) business days after the Date of Conversion or if the facsimile of the sale Notice of securities pursuant Conversion is not received by the Corporation or its transfer agent prior to such offeringthe Conversion Notice Deadline, in which event the person(s) entitled to receive Notice of Conversion, at the Class A Common Stock issuable upon such Corporation's option, may be declared null and void. Following any conversion of the shares of Series B Preferred Stock, such shares of Series B Preferred Stock shall not no longer be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securitiesoutstanding.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series A ----------------------- Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock shall be entitled to convert the same into full shares of Class A Common Stock or Class C Common Stock and to receive certificates thereforStock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the Series B particular series of Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the Corporation at such office that such holder elects election to convert the samesame and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation This corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series A Preferred Stock, Series B Preferred Stock, (i) Series C Preferred Stock and/or Series D Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series D Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A shares of Common Stock or Class C Common Stock on the date as of such conversiondate. If the conversion is in connection with a Qualified Offering an underwritten offer of securities registered pursuant to the Securities Act, the conversion shall may, at the option of any holder tendering Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series D Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series D Preferred Stock shall not be deemed to have converted such Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series D Preferred Stock until immediately upon prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional Before any holder of Preferred Stock shall be entitled to convert such Preferred Stock into shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsedendorsed (or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed certificate), at the office of the Corporation or of any transfer agent for the Series B such series of Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects its principal corporate office, of the election to convert the samesame and shall state therein the name or names in which the certificate or certificates for shares of Class A Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, and (ii) cash or a check payable to certificate for the holder remaining number of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class Series A Common Stock or Class C Common StockPreferred if less than all of the Series A Preferred evidenced by the certificate were surrendered. Such conversion shall be deemed to have been made immediately prior to the close of business on (i) the date of such surrender of the Series B shares of such series of Preferred Stock to be convertedconverted or (ii) if applicable, or, the date of automatic conversion specified in the case Section 4(b) of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offeringthis Article III(B) above, and the person or persons entitled to receive the shares of Class A Common Stock or Class C Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock or Class C Common Stock on the date as of such conversiondate. If the conversion is in connection with a Qualified Offering an underwritten public offering of securities registered pursuant to the Securities Act the conversion shall may, at the option of any holder tendering such Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) any persons entitled to receive the Class A Common Stock issuable upon such conversion of the Series B such Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, Stock until immediately upon prior to the conversion of the underlying shares of Class A Common Stock pursuant to Section 4(b) of Article III(C) below and the closing of such sale of securities.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any Each holder of Series B A Preferred Stock shall who desires to convert the same into full shares of Class A Common Stock or Class C Common Stock and pursuant to receive certificates therefor, such holder this Section 5 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred StockA Preferred, and shall give written notice to the Corporation at such office that such holder elects to convert the same. The Such notice shall state the number of shares of Series A Preferred being converted. Thereupon, the Corporation shall, as soon as practicable thereafter, shall promptly issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder is entitled and shall be entitled promptly pay (i) in cash or in Common Stock (at the average daily closing price of the shares of the Common Stock (on its principal trading market), rounded to two decimal places, for the ten (10) trading days immediately ending the two business days prior to the date of such conversion (the "Current Market Value") or in the event that the Common Stock is not publicly traded on the American Stock Exchange or other national securities exchange, Common Stock's fair market value determined in good faith by the Board (the "Fair Market Value") as aforesaidof the date of such conversion), at the option of the Corporation, any accumulated but unpaid dividends on the shares of Series A Preferred being converted and (ii) in cash (at the Current Market Value as of the date of such conversion or a check payable in the event that the Common Stock is not publicly traded on the American Stock Exchange or other national securities exchange, the Fair Market Value as of the date of conversion) the value of any fractional share of Common Stock otherwise issuable to the any holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common StockPreferred. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series B A Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C shares of Common Stock on the date of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securitiesdate.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B A Preferred Stock shall be entitled to voluntarily convert the same into full shares of Class A Common Stock or Class C Common Stock and to receive certificates thereforStock, such the holder shall surrender the a certificate or certificates therefortherefor (or, if such holder alleges that such certificate has or certificates have been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate(s)), duly endorsed, at the office of the Corporation Company or of any transfer agent for the Series B Preferred StockA Preferred, and shall give written notice to the Corporation Company at such office that such holder elects its principal corporate office, of the election to convert the samesame and shall state therein the name or names in which the certificate(s) for shares of Common Stock are to be issued. The Corporation Company shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred StockA Preferred, (i) or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaidaforesaid and shall promptly pay (i) at the election of the Company, in cash or in shares of Common Stock (at the fair market value of the Common Stock as determined in good faith by the Board (which determination shall include at least one director nominated by the holders of Series A Preferred) as of the date of such conversion), any then unpaid Series A Cumulative Dividends on the shares of Series Preferred being converted and (ii) in cash or a check payable (at the fair market value of the Common Stock as determined in good faith by the Board (which determination shall include at least one director nominated by the holders of Series A Preferred) as of the date of such conversion) the value of any fractional share of Common Stock otherwise issuable to the any holder of such Series B A Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stockso converting. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B A Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A shares of Common Stock or Class C Common Stock on the date as of such conversiondate. If the conversion is in connection with a Qualified Offering an underwritten offering of securities registered pursuant to the Act, the conversion shall may, at the option of any holder tendering Series A Preferred for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Class A Common Stock issuable upon such conversion of the Series B A Preferred Stock shall not be deemed to have converted such Series B A Preferred Stock, until immediately upon prior to the closing of such sale of securities. If the conversion is in connection with automatic conversion provisions of Section 4(b)(ii) above, such conversion shall be deemed to have been made on the conversion date described in the stockholder consent approving such conversion, and the persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such shares of Common Stock as of such date.

Mechanics of Conversion. The conversion rights of holders of shares of Series A Preferred Stock shall be exercised by giving written notice that the holder elects to convert a stated number of shares of Series A Preferred Stock into Class A Common Stock to the corporation at its principal office (or such other office or agency of the corporation as the corporation may designate by notice in writing to the holders of shares of Series A Preferred Stock). Before any holder of shares of Series A Preferred Stock shall be entitled to convert the same into shares of Class A Common Stock and to receive certificates therefor, the holder shall surrender the certificate or certificates representing the shares of Series A Preferred Stock to be converted, duly endorsed, at the principal office of the corporation (or such other office or agency of the corporation as the corporation may designate by notice in writing to the holders of Series A Preferred Stock) (or shall notify the corporation that such certificate has been lost, stolen or destroyed and shall execute an agreement satisfactory to the corporation to indemnify the corporation for any loss it may incur in connection with such lost, stolen or destroyed certificate), and shall give written notice to the corporation at such office specifying the name or names in which such holder wishes the certificate or certificates for shares of Class A Common Stock to be issued if different from the name of such holder shown on the books and records of the corporation. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of shares of Series B A Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance In lieu of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would otherwise be otherwise entitled, the corporation may, in its sole discretion, elect to pay a cash amount equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith fraction multiplied by the Board of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the samethen effective Conversion Price. The Corporation corporation shall, as soon as practicable thereafterafter delivery of such certificate or certificates, or such agreement and indemnification in the case of lost, stolen or destroyed certificate or certificates, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of shares of Series B A Preferred Stock, (i) Stock a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, and (ii) cash or and, if the corporation elects not to issue fractional shares, a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result in lieu of a conversion into fractional shares share of Class A Common Stock or Class C Common Stockresulting from the conversion. Such conversion shall be deemed to have been made immediately prior to the close of business (the "Conversion Date") on the date of such surrender of the certificate or certificates representing the shares of Series B A Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the certificate or certificates for the shares of Class A Common Stock or Class C Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock or Class C Common Stock on the date of such conversiondate. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock The corporation shall not be deemed obligated to pay any dividends which shall have converted been declared and shall be payable to holders of shares of Series A Preferred Stock on a dividend payment date if the dividend record date for such Series B Preferred Stock, until immediately upon dividend is subsequent to the closing of such sale of securitiesConversion Date.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series Class A Preferred Shares, Class B Preferred Stock Shares, Class D Preferred Shares, Class E Preferred Shares or Class F Preferred Shares shall be entitled to convert into full shares of the same to Class A Common Stock or Class C Common Stock and to receive certificates thereforShares, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this Company or of any transfer agent for the Series Class A Preferred Shares, Class B Preferred StockShares, Class D Preferred Shares, Class E Preferred Shares and Class F Preferred Shares, and shall give written notice by mail, postage prepaid, to this Company at its principal corporate office, of the Corporation at such office that such holder elects election to convert the samesame and shall state therein the name or names in which the certificate or certificates for Class A Common Shares are to be issued. The Corporation This Company shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series Class A Preferred Shares, Class B Preferred StockShares, (i) Class D Preferred Shares, Class E Preferred Shares or Class F Preferred Shares or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock Shares to which such holder shall be entitled as aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Series Class A Preferred Shares, Class B Preferred Stock Shares, Class D Preferred Shares, Class E Preferred Shares or Class F Preferred Shares to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C Common Stock Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C Common Stock on the date Shares as of such conversiondate. If the conversion is in connection with a Qualified Offering an acquisition or take-over referred to in Article 21.4(a)(iii)(A) or in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933 of the United States, as amended, as set out in Article 21.4(a)(iii)(B), the conversion shall may, at the option of any holder tendering Class A Preferred Shares, Class B Preferred Shares, Class D Preferred Shares, Class E Preferred Shares or Class F Preferred Shares for conversion, be conditioned upon the consummation of the acquisition of the assets or the take-over, or conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock Shares issuable upon such conversion of the Series Class A Preferred Shares, Class B Preferred Stock Shares, Class D Preferred Shares, Class E Preferred Shares or Class F Preferred Shares shall not be deemed to have converted such Series Class A Preferred Shares, Class B Preferred StockShares, Class D Preferred Shares, Class E Preferred Shares or Class F Preferred Shares until immediately upon prior to the closing of such acquisition, take-over or sale of securities.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall be entitled to voluntarily convert the same into full shares of Class A Common Stock Stock, he or Class C Common Stock and to receive certificates therefor, such holder she shall surrender the certificate or certificates therefor, duly endorsed, at the office of the this Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the this Corporation at such office that such holder elects its principal corporate office, of the election to convert the samesame and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The This Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A shares of Common Stock or Class C Common Stock on the date as of such conversiondate. If the conversion is in connection with a Qualified Offering an underwritten offering of securities registered pursuant to the Securities Act the conversion shall may, at the option of any holder tendering Series B Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, Stock until immediately upon prior to the closing of such sale of securities. If the conversion is in connection with Automatic Conversion provisions of subsection 6(b)(ii) above, such conversion shall be deemed to have been made on the conversion date described in the stockholder consent approving such conversion, and the persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such shares of Common Stock as of such date.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock shall be entitled to convert the same into full shares of Class A Common Stock or Class C Common Stock and to receive certificates thereforStock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the Series B particular series of Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the Corporation at such office that such holder elects election to convert the samesame and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation This corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B A Preferred Stock, (i) Series B Preferred Stock and/or Series C Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A shares of Common Stock or Class C Common Stock on the date as of such conversiondate. If the conversion is in connection with a Qualified Offering an underwritten offer of securities registered pursuant to the Securities Act of 1933, the conversion shall may, at the option of any holder tendering such Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock shall not be deemed to have converted such Series B A Preferred Stock, SeriesB Preferred Stock and/or Series C Preferred Stock until immediately upon prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B the Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in In lieu of issuing any fractional shares to which the holder would otherwise be otherwise entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of such fractional a share on the date of conversion, which fair market value shall be Preferred Stock as determined in good faith by the Board of DirectorsDirectors of the Corporation. Before any holder of Series B Preferred Stock shall be entitled to convert the same into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock, Stock and shall give written notice to the Corporation at such office that such holder he elects to convert the same. The Corporation shall, as soon as practicable thereafter (but in any event within five (5) business days thereafter), issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) Stock a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder he shall be entitled as aforesaid, aforesaid and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Series B shares of Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C shares of Common Stock on such date. Upon the date occurrence of any event specified in Section 4(b), but subject to Section 5(g), the outstanding shares of Preferred Stock shall be converted into Common Stock automatically without the need for any further action by the holders of such conversion. If shares and whether or not the conversion is in connection with a Qualified Offering certificates representing such shares are surrendered to the conversion Corporation or its transfer agent; provided, however, that the Corporation shall not be conditioned upon obligated to issue certificates evidencing the closing with the underwriter shares of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion unless the certificates evidencing such shares of the Series B Preferred Stock shall not be deemed are either delivered to the Corporation or its transfer agent as provided below, or the holder notifies the Corporation or its transfer agent that such certificates have converted been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such Series B Preferred Stock, until immediately upon the closing of such sale of securitiescertificates.

Mechanics of Conversion. No fractional shares Upon the date of Class A Common Stock or Class C Common Stock shall be issued upon conversion consummation of a Qualified Public Offering (the “Conversion Date”), the outstanding Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof Units shall be aggregated for purposes converted into the property referred to in subparagraph 4(b) automatically without any action by the Company or the holders of determining such Units and whether or not the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal certificates representing such Units are surrendered to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock Company or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any its transfer agent for the Series B Preferred StockUnits; provided that the Company shall not be obligated to issue to any holder certificates representing the Common Units issuable upon such conversion unless certificates representing the Series B Preferred Units, and shall give written notice endorsed directly or through unit powers to the Corporation at Company or in blank and accompanied with appropriate evidence of the signatory’s authority, are delivered to the Company or any transfer agent of the Company for the Series B Preferred Units. If the certificate representing Common Units issuable upon conversion of the Series B Preferred Units is to be issued in a name other than the name on the face of the certificate representing such office that Series B Preferred Units, such holder elects certificate shall be accompanied by such evidence of the assignment and such evidence of the signatory’s authority with respect thereto as deemed appropriate by the Company or its transfer agent for the Series B Preferred Units and such certificate shall be in proper form for transfer and endorsed directly or through unit powers to convert the samePerson in whose name the Common Units are to be issued or to the Company or in blank. The Corporation shallConversion shall be deemed to have been effected on the date of consummation of the Qualified Public Offering. Subject to the provisions of subparagraph 4(e)(vi), as soon promptly as practicable thereafterafter the Conversion Date (and after surrender of the certificate or certificates representing the Series B Preferred Units to the Company or any transfer agent of the Company for the Series B Preferred Units in the case of any such conversion), the Company shall issue and deliver at to or upon the office written order of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) a certificate or certificates for the number of shares of Class A full Common Stock or Class C Common Stock Units to which such holder shall be is entitled as aforesaidupon such conversion, and (ii) cash or a check payable rounded to the holder of such Series B Preferred Stock nearest whole Common Unit. The Person in whose name the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A certificate or certificates for Common Stock or Class C Common Stock. Such conversion Units are to be issued shall be deemed to have been made immediately prior to the close become a holder of business record of such Common Units on the date of such surrender of the Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C Common Stock on the date of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securitiesConversion Date.

Mechanics of Conversion. No fractional shares of Class To convert Series A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by , a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall must (i) surrender the certificate or certificates thereforevidenc- ing the shares of Series A Preferred Stock to be converted, duly endorsedendorsed in a form satisfactory to the Corporation, at the office of the Corporation or of any transfer agent for the Series B A Preferred Stock, and shall give written notice to (ii) notify the Corporation at such office that such the holder elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B A Preferred Stock, the number of shares such holder wishes to convert and (iiii) a state in writing the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. In the event that a holder fails to notify the Corporation of the number of shares of Class Series A Common Preferred Stock or Class C Common Stock to which that such holder shall be entitled as aforesaidwishes to convert, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to have elected to convert all shares represented by the certificate or certificates surrendered for conversion to Common Stock, subject to Section V of this Article IV. Any Series A Preferred Stock which is not convertible into Common Stock as a result of Section V of this Article IV shall be returned to its respective holder as Series A Preferred Stock, unless the Corporation has received written notice that such holder would prefer to convert the remaining Series A Preferred Stock into Series B Junior Stock. The date on which the holder satisfies all those require- ments is referred to as the "Conversion Date." As soon as practicable after surrender of the certificate or certificates, the Corporation shall deliver a certificate for the number of full shares of Common Stock issuable upon the conversion, and a new certificate representing the unconverted portion, if any, of the shares of Series A Preferred Stock represented by the certificate or certificates surrendered for conversion. The person in whose name the Common Stock certificate is registered shall be treated as the stockholder of record on and after the Conversion Date. No cash payment or adjustment will be made for accrued and unpaid cash dividends on converted shares of Series A Preferred Stock or for dividends on any Common Stock issued upon such conversion. A share of Series A Preferred Stock surrendered for conversion during the period from the close of business on any Record Date for the payment of dividends to the opening of business of the corresponding Dividend Payment Date must be accompanied by a payment in cash, Series A Preferred Stock or a combination thereof, in an amount equal to the dividend payable on such Dividend Payment Date, unless such share of Series A Preferred Stock has been made immediately prior called for redemp- tion on a redemption date occurring during the period from the close of business on any Record Date for the payment of dividends to the close of business on the Business Day immediately following the corresponding Dividend Payment Date. The dividend payment with respect to a share of Series A Preferred Stock called for redemption on a date during the period from the close of business on any Record Date for the payment of dividends to the close of business on the Business Day immediately following the corresponding Dividend Payment Date will be payable on such Dividend Payment Date to the record holder of such surrender share on such Record Date, notwithstanding the conversion of the Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately such share after such Record Date and prior to the closing of the Qualified Offeringsuch Dividend Payment Date, and the person or persons entitled to receive holder converting such share of Series A Preferred Stock need not include a payment of such dividend amount upon surrender of such share of Series A Preferred Stock for conversion. If a holder of Series A Preferred Stock converts more than one share at a time, the Class A Common Stock or Class C number of full shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C Common Stock based on the date total liquidation preferences of such conversionall shares of Series A Preferred Stock converted. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in last day on which event the person(s) entitled to receive the Class Series A Common Stock issuable upon such conversion of the Series B Preferred Stock shall may be converted is not a Business Day, Series A Preferred Stock may be deemed to have converted such Series B Preferred Stock, until immediately upon surrendered for conversion on the closing of such sale of securities.next succeeding Business Day. C.

Mechanics of Conversion. No fractional shares (i) Promptly after the Conversion Date (and in any event within three (3) Business Days), the Corporation shall (A) issue and deliver to such holder the number of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock Shares to which such holder shall be is entitled as aforesaid, in exchange for the certificates formerly representing Series 6 Preferred Shares and (iiB) cash or a check payable pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Dividends on the Series 6 Preferred Shares that are being converted into Class A Shares; provided, that any accrued and unpaid Dividends not paid to such holder pursuant to the foregoing clause (B) shall, subject to SECTION 6(b), be converted into a number of duly authorized, validly issued, fully paid and nonassessable Class A Shares equal to the number determined by dividing (x) the aggregate amount of such accrued and unpaid Dividends on the Series B 6 Preferred Stock in Shares that are being converted by (y) the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stockthen current Conversion Price. Such conversion shall will be deemed to have been made immediately prior to the close of business on the date of such surrender of the Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified OfferingConversion Date, and the person or persons entitled to receive the Class A Common Stock or Class C Common Stock Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class C Common Stock A Shares or Series 6 Preferred Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the date issue of such conversion. If the Class A Shares upon conversion is in connection with a Qualified Offering the conversion shall be conditioned or due upon the closing with issuance of a new certificate for any Series 6 Preferred Shares not converted other than any such tax due because Class A Shares or a certificate for Series 6 Preferred Shares are issued in a name other than the underwriter name of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securitiesconverting holder.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B A ----------------------- Preferred Stock shall be entitled to voluntarily convert the same into full shares of Class A Common Stock or Class C Common Stock and to receive certificates thereforStock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the Series B A Preferred Stock, and shall give written notice to this corporation at its principal corporate office, of the Corporation at such office that such holder elects election to convert the samesame and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation This corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B A Preferred Stock, (i) or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B A Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A shares of Common Stock as of such date. In the event of an automatic conversion pursuant to Sections 3(b), the outstanding shares of Series A Preferred Stock shall be converted automatically without any further action by the holder of such shares and whether or Class C not the certificates representing such shares are surrendered to the corporation or its transfer agent, and provided further, that the corporation shall not be obligated to issue certificates evidencing the shares of Common Stock on issuable upon such automatic conversion, unless the date certificates evidencing such shares of such conversionSeries A Preferred Stock are delivered to the corporation or its transfer agent as provided herein. If the conversion is in connection with a Qualified Offering an underwritten offering of securities registered pursuant to the Act, as aforesaid, the conversion shall may, at the option of any holder tendering Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B A Preferred Stock shall not be deemed to have converted such Series B A Preferred Stock, Stock until immediately upon prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional To convert Preferred Shares into Common Shares, the holder shall give written notice ("Conversion Notice") to the Corporation in the form of page 1 of Exhibit A hereto (which Conversion Notice may be given by facsimile transmission) stating that such holder elects to convert the same and shall state therein the number of shares to be converted and the name or names in which such holder wishes the certificate or certificates for Common Shares to be issued (the date of Class such Conversion Notice shall be referred to herein as the "Conversion Date"). Either simultaneously with the delivery of the Conversion Notice, or within one (1) Trading Day thereafter, the holder shall deliver (which also may be done by facsimile transmission) page 2 to Exhibit A hereto indicating the computation of the number of Common Shares to be received. "Trading Day" means (x) if the Common Stock is listed on the New York Stock Exchange or Class C the American Stock Exchange, a day on which there is trading on such stock exchange, (y) if the Common Stock shall be issued upon conversion is not listed on either of Series B Preferred Stock. All shares such stock exchanges but sale prices of Class A the Common Stock or Class C are reported on an automated quotation system, a day on which trading is reported on the principal automated quotation system on which sales of the Common Stock are reported, or (including fractions thereofz) issuable upon conversion of more than one share of Series B Preferred Stock if the foregoing provisions are inapplicable, a day on which quotations are reported by a holder thereof shall be aggregated National Quotation Bureau Incorporated. Notwithstanding the foregoing, for purposes of determining whether calculating average prices or conducting a "lookback" only (and not, inter alia, for purposes of calculating the conversion would result in number of days available to the issuance Corporation for making deliveries or issuances to the holders), a day shall not be considered a trading day if (i) trading of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock was suspended during the entire day or Class C Common Stock, (ii) no reported trades occur on such day. As soon as possible after delivery of the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates thereforConversion Notice, such holder shall surrender the certificate or certificates thereforrepresenting the shares being converted, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stocksuch shares, and shall give written notice to provided that the Corporation shall at all times maintain an office or agency in New York City (or within 60 miles thereof) for such office purposes; provided that such holder elects the Company need not effect any issuance prior to convert the samereceiving all documents required by this Section 4(a). The Corporation shall, as soon as practicable thereafterpromptly upon receipt of such Conversion Notice, issue and deliver at to or upon the office order of such holder, against delivery of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stockcertificates representing the shares which have been converted, (i) a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock Shares to which such holder shall be entitled as aforesaid(with the number of and denomination of such certificates designated by such holder), and (iithe Corporation shall promptly issue and deliver to such holder a certificate or certificates for the number of Preferred Shares which such holder has not yet elected to convert hereunder but which are evidenced in part by the certificate(s) cash or a check payable delivered to the Corporation in connection with such Conversion Notice; the Corporation shall effect such issuance within three (3) Trading Days of the Conversion Date and shall transmit the certificates by messenger or overnight delivery service to reach the address designated by such holder within three (3) Trading Days after the receipt of such Series B Conversion Notice ("T+3"). In lieu of delivering physical certificates representing the Common Shares issuable upon conversion of Preferred Stock Shares or exercise of Warrants, provided the Company's transfer agent is participating in the amount Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of any cash amounts payable as the result holder, the Corporation shall use its best efforts to cause its transfer agent to electronically transmit the Common Shares issuable upon conversion or exercise to the holder), by crediting the account of a holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion pursuant to this Section 4 shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the Conversion Date. The person or persons entitled to receive the Class A Common Stock or Class C Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C Common Stock on the date of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securities.entitled

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B A Preferred Stock shall be entitled to convert the same into full shares of Class A Common Stock or Class C Common Stock and to receive certificates thereforStock, such the holder shall surrender the certificate or certificates therefor, duly endorsedendorsed for transfer, at the office of the Corporation or of any transfer agent for of the Series B Preferred Stock, Corporation and shall give written notice to the Corporation at such office that such holder elects to convert the same, such notice to state the name or names and addresses to which certificates for Class A Common Stock will be issued. No fractional shares of Class A Common Stock shall be issued upon conversion of Series A Preferred Stock. In lieu of any fractional shares to which the bolder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of Class A Common Stock as determined by the Board of Directors in good faith. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B A Preferred Stock, (i) or to a third party such holder may designate in writing, a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, aforesaid and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock, plus unpaid dividends, if any, and if less than all the shares of the Series A Preferred Stock or Class C Common Stockrepresented by such certificates are converted, a certificate representing the shares of Series A Preferred Stock not so converted. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B A Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the shares of Class A Common Stock or Class C Common Stock stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock or Class C Common Stock on the date of such conversiondate. If the conversion is in connection with a Qualified Offering an IPO, the conversion shall may, at the option of any holder surrendering Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock or other property issuable upon such conversion of the Series B A Preferred Stock shall not be deemed to have converted such Series B A Preferred Stock, until immediately upon prior to the closing of such sale of securities. Notice of such conversion in connection with an IPO shall be given by the Corporation by mail, postage pre-paid, to the holders of the Series A Preferred Stock, at their addresses shown in the Corporation’s records, at least ten (10) days prior to the closing date of the sale of such securities. On or after the closing date as specified in such notice, each holder of Series A Preferred Stock shall surrender such holder’s certificate or certificates representing such shares of Series A Preferred Stock for the number of shares of Class A Common Stock to which such holder is entitled at the office of the Corporation or any transfer agent for the Class A Common Stock. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Preferred Stock a certificate or certificates for the number of shares of Class A Common Stock to which such holder shall be entitled as aforesaid, and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock and any declared but unpaid dividends. The conversion shall be deemed to have occurred as of the close of business on the actual closing date with respect to the sale of such securities, and, notwithstanding that any certificate representing the Series A Preferred Stock to be converted shall not have been surrendered, each holder of such shares of Series A Preferred Stock shall thereafter be treated for all purposes as the record holder of the number of shares of Class A Common Stock issuable to such holder upon such conversion.

Mechanics of Conversion. No fractional Within 60 days following receipt of a Demand Notice, Borrower may at its option elect to automatically convert the outstanding Principal Amount and unpaid accrued interest thereon as of such date into shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of the Borrower's Series B Preferred Stock, $.10 par value per share (the "Series B Preferred Stock"), in accordance with this Section 7. All The Borrower shall give at least 15 days prior notice to Lender of the date on which such automatic conversion is to be effectuated (such date, the "Conversion Date"). The number of shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by (calculated to the nearest 1/100,000th of a holder thereof share) to which Lender shall be aggregated entitled upon such automatic conversion shall be determined by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as of the Conversion Date by (y) the average Closing Price (as defined below) for purposes the twenty trading days immediately prior to the Conversion Date. "Closing Price" means, the price with respect to the shares of determining whether the conversion would result Borrower's Common Stock on any day, (i) the last reported sales price, or in the issuance of any fractional share. If, after the aforementioned aggregationcase no such reported sale takes place on such day, the conversion would result average of the reported closing bid and asked prices, in either case on any national securities exchange on which the shares of Common Stock are listed or admitted to trading, or (ii) if the shares of Common Stock are not listed on any national securities exchange, the average of the closing bid and asked prices in the issuance of a fraction of a share of Class A Common Stock over-the-counter market as furnished by any NYSE member firm selected from time to time by Borrower for that purpose, or Class C Common Stock(iii) if such prices in the over-the-counter market are not available, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on shares. On the date of conversionConversion Date, which fair market value the outstanding Principal Amount and unpaid accrued interest thereon shall be determined in good faith by converted automatically into the Board of Directors. Before any holder of Series B Preferred Stock without further action by the Lender and whether or not this Note has been surrendered to Borrower or its transfer agent, and Lender shall convert into full shares be deemed to be the shareholder of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office record as of the Corporation or of any transfer agent for Conversion Date with respect to the Series B Preferred Stock, and shall give written notice . Within fourteen (14) days subsequent to the Corporation at such office that such holder elects Conversion Date Lender shall surrender this Note to convert the same. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation Borrower or at such its transfer agent's office to such holder of Series B Preferred Stock, (i) a certificate or duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates for evidencing the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock name or Class C Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of names in which Lender wishes such surrender of certificate or certificates for the Series B Preferred Stock to be converted, or, in the case of a conversion at the option issued. If within fourteen (14) days of the Corporation pursuant Conversion Date, Lender is unable to Section C.5(a)(ii)deliver this Note, immediately prior Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the closing of obligations evidenced by this Note, shall have been upon the Qualified OfferingConversion Date be deemed fully satisfied, and the person or persons entitled and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to receive the Class A Common Stock or Class C Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C Common Stock on the date of such conversion. If the conversion is Borrower to indemnify Borrower from any loss incurred by it in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter inability of the sale of securities pursuant Lender to deliver such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securitiesNote.

Mechanics of Conversion. No fractional The Holder of any Series A Preferred Stock may exercise the conversion right specified in paragraph (a) of this Section 4 by surrendering to the Secretary of the Corporation or any transfer agent of the Corporation the certificate or certificates for the shares to be converted, if such shares are certificated, accompanied by a Notice of Class Conversion. Upon the occurrence of the event specified in paragraph (b) of this Section 4, the outstanding Series A Common Stock or Class C Common Preferred Stock shall be issued upon converted automatically without any further action by the Holder of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent. Conversion shall be deemed to have been effected on the date when delivery of a Notice of Conversion and certificates for shares to be converted is made in the case of conversion under paragraph (a) of this Section 4 if Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result is issued in the issuance of any fractional share. Ifcertificated form, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversionthe event specified in paragraph (b) of this Section 4, which fair market value shall be determined in good faith by and such date is referred to herein as the Board “Conversion Date.” Subject to the provisions of Directors. Before any holder subparagraph (g)(ii) of Series B Preferred Stock shall convert into full shares this Section 4, as promptly as practicable thereafter (and after surrender of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of evidencing Series A Preferred Stock to the Corporation or of any transfer agent for of the Series B Preferred StockCorporation, and shall give written notice to if applicable) the Corporation at such office that such holder elects to convert the same. The Corporation shall, as soon as practicable thereafter, shall issue and deliver at to or upon the office written order of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) Holder a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be Holder is entitled as aforesaid, and (ii) cash or a check payable or cash with respect to any fractional interest in any share of Common Stock as provided in paragraph (f) of this Section 4. Subject to the holder provisions of such Series B Preferred Stock subparagraph (g)(ii) of this Section 4, the person in whose name the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A certificate or certificates for Common Stock or Class C Common Stock. Such conversion are to be issued shall be deemed to have been made immediately prior to the close become a holder of business record of such Common Stock on the date applicable Conversion Date. Upon conversion of such surrender only a portion of the number of shares covered by a certificate representing Series B A Preferred Stock to be converted, or, surrendered for conversion (in the case of a conversion pursuant to paragraph (a) of this Section 4), as applicable, the Corporation shall issue and deliver to or upon the written order of the Holder of the certificate so surrendered for conversion, at the option expense of the Corporation pursuant to Section C.5(a)(ii)Corporation, immediately prior to a new certificate covering the closing number of shares of Series A Preferred Stock representing the unconverted portion of the Qualified Offeringcertificate so surrendered, and if such shares are to be held in certificated form. Notwithstanding the person or persons entitled foregoing, the Corporation shall not be obligated to receive issue to any Holder of Series A Preferred Stock certificates evidencing the Class A Common Stock or Class C Common Stock issuable upon such conversion unless certificates evidencing the Series A Preferred Stock are delivered to either the Corporation or any transfer agent of the Corporation if such shares of Series A Preferred Stock are held in certificated form. No medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C Common Stock on the date of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securitiesrequired.

Mechanics of Conversion. No fractional shares In order to convert the Outstanding Balance, Holder shall deliver to the Maker a written Election to Convert (the form of Class A which is attached hereto as Exhibit B). Upon receipt of the written Election to Convert, the Maker shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, and in such name or names as the Holder may designate, certificate(s) evidencing the full number of Common Stock or Class C Common Stock shall be issued so purchased upon conversion of Series B Preferred Stockthe Promissory Note. All shares of Class A Such Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Series B Preferred Stock issued and any person so designated to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C Common Stock issuable upon such conversion named therein shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C Common Stock on the date of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted become a holder of record of such Series B Preferred securities as of the date of delivery of the Election to Convert, notwithstanding that the certificate(s) representing such securities shall not actually have been delivered or that the securities transfer books of the Maker shall then be closed. In the event that the outstanding shares of Common Stock of the Maker hereafter is restructured or revised by recapitalization, reclassification, combination, split or split-up or dividend, the aggregate number and kind of shares of Common Stock subject to conversion under this Promissory Note shall be adjusted appropriately, both as to the number of shares of Common Stock and the Conversion Price. No fractional share of Common Stock will be issued upon conversion, but any fractional share of Common Stock will be rounded up to the nearest whole share of Common Stock. In case of any sale exchange, tender offer, redemption or buyout of the Maker’s Common Stock, until or any consolidation of the Maker with or merger of the Maker into another corporation, or in case of any sale, transfer or lease to another corporation of all or substantially all other property of the Maker, the Maker or such successor or purchasing corporation, as the case may be, shall execute with the Holder an agreement that the Holder shall have the right thereafter, upon payment of the Conversion Price in effect immediately upon prior to such action, to convert this Promissory Note, on the closing same basis which it would have or have been entitled to receive after the happening of such sale of securitiesconsolidation, merger, sale, transfer or lease had such conversion been accomplished immediately prior to such action. Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided herein. These provisions shall similarly apply to successive consolidations, mergers, sales, transfers or leases. This Promissory Note may be prepaid at any time prior to the Maturity Date.

Mechanics of Conversion. No fractional shares The Holder of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of any Series B Preferred Stock may exercise the conversion right specified in paragraph (a) of this Section 4 by surrendering to the Secretary of the Corporation or any transfer agent of the Corporation the certificate or certificates for the shares to be converted, if such shares are certificated, accompanied by a holder thereof shall be aggregated for purposes Notice of determining whether Conversion. Upon the conversion would result occurrence of the event specified in the issuance paragraph (b) of any fractional share. If, after the aforementioned aggregationthis Section 4, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of outstanding Series B Preferred Stock shall convert into full be converted automatically without any further action by the Holder of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent. Conversion shall be deemed to have been effected on the date when delivery of Class A Common a Notice of Conversion and certificates for shares to be converted is made in the case of conversion under paragraph (a) of this Section 4 if Series B Preferred Stock is issued in certificated form, or Class C Common Stock on the date of the event specified in paragraph (b) of this Section 4, and such date is referred to receive certificates thereforherein as the “Conversion Date.” Subject to the provisions of subparagraph (g)(ii) of this Section 4, such holder shall as promptly as practicable thereafter (and after surrender of the certificate or certificates therefor, duly endorsed, at the office of evidencing Series B Preferred Stock to the Corporation or of any transfer agent for of the Series B Preferred StockCorporation, and shall give written notice to if applicable) the Corporation at such office that such holder elects to convert the same. The Corporation shall, as soon as practicable thereafter, shall issue and deliver at to or upon the office written order of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) Holder a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be Holder is entitled as aforesaid, and (ii) cash or a check payable or cash with respect to any fractional interest in any share of Common Stock as provided in paragraph (f) of this Section 4. Subject to the holder provisions of such Series B Preferred Stock subparagraph (g)(ii) of this Section 4, the person in whose name the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A certificate or certificates for Common Stock or Class C Common Stock. Such conversion are to be issued shall be deemed to have been made immediately prior to the close become a holder of business record of such Common Stock on the date applicable Conversion Date. Upon conversion of such surrender only a portion of the number of shares covered by a certificate representing Series B Preferred Stock to be converted, or, surrendered for conversion (in the case of a conversion pursuant to paragraph (a) of this Section 4), as applicable, the Corporation shall issue and deliver to or upon the written order of the Holder of the certificate so surrendered for conversion, at the option expense of the Corporation pursuant to Section C.5(a)(ii)Corporation, immediately prior to a new certificate covering the closing number of shares of Series B Preferred Stock representing the unconverted portion of the Qualified Offeringcertificate so surrendered, and if such shares are to be held in certificated form. Notwithstanding the person or persons entitled foregoing, the Corporation shall not be obligated to receive issue to any Holder of Series B Preferred Stock certificates evidencing the Class A Common Stock or Class C Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C Common Stock on the date of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of unless certificates evidencing the Series B Preferred Stock shall not be deemed are delivered to have converted either the Corporation or any transfer agent of the Corporation if such shares of Series B Preferred Stock, until immediately upon the closing Stock are held in certificated form. No medallion guarantee (or other type of such sale guarantee or notarization) of securitiesany Notice of Conversion shall be required.

Mechanics of Conversion. No fractional The number of Underlying Shares issuable upon any conversion of shares of Class A Series B Preferred Stock hereunder shall equal the Stated Value of such shares of Series B Preferred Stock to be converted divided by the Conversion Price on the Conversion Date. Upon conversion of any shares of Series B Preferred Stock, the Corporation shall promptly (but in no event later than three (3) Trading Days after the Conversion Date) issue or cause to be issued and cause to be delivered to the Holder, or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the Underlying Shares issuable upon such conversion, free of restrictive legends unless such Underlying Shares are still required to bear a restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If the shares are then not required to bear a restrictive legend, the Corporation shall, upon request of the Holder, deliver Underlying Shares hereunder electronically through The Depository Trust Corporation or another established clearing corporation performing similar functions, and shall credit the number of shares of Common Stock or Class C Common Stock to which the Holder shall be issued entitled to the Holder’s or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission System. A Holder shall deliver the original certificate(s) evidencing the Series B Preferred Stock being converted (or an affidavit of lost certificate and any indemnity or bond required by the Corporation’s transfer agent) together with a duly completed Conversion Notice in proper form in order to effect a conversion of such Series B Preferred Stock. Upon surrender of a certificate following one or more partial conversions, the Corporation shall promptly deliver to the Holder a new certificate representing the remaining shares of Series B Preferred Stock. The Corporation’s obligations to issue and deliver Underlying Shares upon conversion of Series B Preferred Stock. All shares Stock in accordance with the terms hereof are absolute and unconditional, irrespective of Class A Common Stock any action or Class C Common Stock (including fractions thereof) issuable upon conversion inaction by any Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of more than one share any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by any Holder or any other Person of Series B Preferred Stock any obligation to the Corporation or any violation or alleged violation of law by a holder thereof shall be aggregated for purposes any Holder or any other Person, and irrespective of determining whether any other circumstance which might otherwise limit such obligation of the conversion would result Corporation to any Holder in connection with the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C Common Stock on the date of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securitiesUnderlying Shares.

Mechanics of Conversion. No fractional shares To convert Preferred Units into Common Units, the Holder shall give written notice (“Conversion Notice”) to the Company in the form of Class page 1 of Exhibit A hereto (which Conversion Notice may be given by facsimile transmission) stating that such Holder elects to convert the same and shall state therein the number of Preferred Units to be converted; provided that such number must be at least the lesser of 10,000 or the number of outstanding Preferred Units, and the name or names in which such Holder wishes the certificate or certificates for Common Stock or Class C Common Stock Units to be issued. The date of the Conversion Notice shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of hereinafter be referred to as the “Conversion Notice Date.” The Holder may not submit more than one share Conversion Notice during any 30 day period. No later than 5 Trading Days after receipt of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregationConversion Notice, the conversion would result Company shall notify Holder in writing (the issuance “Company Notice”) of its option to either (i) issue Common Units to Holder or (ii) pay to Holder the Conversion Value of the Preferred Units in cash pursuant to the Currency Conversion Option. The Company shall then either issue the Common Units or pay the Conversion Value of the Preferred Units being redeemed, as indicated to the Holder, on a fraction of a share of Class A date (the “Conversion Date”) no later than 30 days after Conversion Notice Date. In the event that the Company shall have elected to issue Common Stock or Class C Common StockUnits, the Corporation Company shall, in lieu the Company Notice, indicate its computation of issuing any fractional shares the number of Common Units to which be received by Holder. On the holder would be otherwise entitled, pay cash equal Conversion Date and subject to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates thereforbook-entry provisions set forth below, such holder Holder shall surrender the certificate or certificates thereforrepresenting the Preferred Units being converted, duly endorsed, at the office of the Corporation or Company or, if identified in writing to Holder by the Company, at the offices of any transfer agent for such units. If the Series B Preferred StockCompany shall have elected to pay the Conversion Value to Holders on the Conversion Date, and it shall give written notice wire Federal Funds in the amount of the Conversion Value to the Corporation at such office that such holder elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office account of the Corporation or at such transfer agent's office Holder specified by Holder to such holder of Series B Preferred Stockthe Company. If the Company has elected to issue Common Units, (i) then on the Conversion Date, the Company shall issue Holder a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock Units to which such holder Holder shall be entitled as aforesaid(with the number of and denomination of such certificates designated by such Holder), and the Company shall immediately issue and deliver to such Holder a certificate or certificates for the number of Preferred Units (including any fractional shares) which such Holder has not yet elected to convert hereunder but which are evidenced in part by the certificate(s) delivered to the Company in connection with such Conversion Notice. If certificates evidencing the Common Units are not received by the Holder within five (5) Trading Days of the Conversion Date, then the Holder will be entitled to: (i) revoke and withdraw its Conversion Notice, in whole or in part, at any time prior to its receipt of those certificates or (ii) cash be paid immediately the Conversion Value by the Company instead of receiving Common Units. In lieu of delivering physical certificates representing the Common Units issuable upon conversion of Preferred Units, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Units issuable upon conversion or a check payable dividend payment to the holder Holder, by crediting the account of such Series B Preferred Stock in the amount of any cash amounts payable as Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The time periods for delivery described above, shall apply to the result of a electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion pursuant to this Section 6 shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the Conversion Date. The person or persons entitled to receive the Class A Common Stock or Class C Common Stock Units issuable upon such conversion shall be treated for all purposes as the record holder Holder or holders Holders of such Class A Common Stock or Class C Common Stock Units at the close of business on the date of such conversionConversion Date. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned The Company’s obligation to issue Common Units upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock Units shall, subject to compliance with this subsection (a) in all material respects, be absolute, is independent of any covenant of any Holder of Preferred Units, and shall not be deemed subject to: (i) any offset or defense; or (ii) any claims against the Holders of Preferred Units whether pursuant to have converted such Series B Preferred Stockthis Certificate of Designations, until immediately upon the closing of such sale of securitiesPurchase Agreement, the Registration Rights Agreement, or otherwise.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall be entitled to convert the same into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred StockPreferred, and shall give written notice to the Corporation at such office that such holder elects to convert the same. In the event of an automatic conversion pursuant to Section 4(b), the outstanding shares of Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent. The Corporation is not obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Series B Preferred are either delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable thereafterafter such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred StockPreferred, (i) a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such the holder shall be entitled as aforesaid, aforesaid and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock. Thereupon, the Corporation shall promptly pay in cash or, to the extent sufficient funds are not then legally available therefor, in Common Stock or Class C (at the Common Stock's fair market value determined by the Board of Directors as of the date of such conversion), any declared but unpaid dividends on the shares of Series B Preferred being converted. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Stock to be converted, or, or in the case of automatic conversion on the date of closing of a conversion at Qualified Offering or the option date on which more than 60% of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, originally issued Series B Preferred have been converted into Common Stock and the person or persons entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C shares of Common Stock on the date of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securitiesdate.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereofi) issuable upon conversion of more than one share of Series B Preferred Stock by In order for a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall to convert into full shares of Class A Series B Preferred Stock into shares of Common Stock or Class C Common Stock and to receive certificates thereforStock, such holder shall surrender the certificate or certificates therefor, duly endorsedfor such shares of Series B Preferred Stock, at the office of the Corporation or of any transfer agent for the Series B Preferred StockStock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), and shall give together with written notice to the Corporation at such office that such holder elects to convert all or any number of the sameshares of the Series B Preferred Stock represented by such certificate or certificates. Such notice shall state such holder's name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his or its attorney duly authorized in writing. The date of receipt of such certificates and notice by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) shall be the conversion date ("Conversion Date"). The Corporation shall, as soon as practicable thereafterafter the Conversion Date, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) or to his or its nominees, a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaidentitled, and together with cash in lieu of any fraction of a share. (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion The Corporation shall be deemed to have been made immediately prior to the close of business on the date of such surrender of at all times when the Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C Common Stock issuable upon such conversion shall be treated outstanding, reserve and keep available out of its authorized but unissued stock, for all purposes as the record holder or holders purpose of such Class A Common Stock or Class C Common Stock on effecting the date of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock, such number of its duly authorized shares of Common Stock as shall not from time to time be deemed sufficient to have converted such effect the conversion of all outstanding Series B Preferred Stock. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, until the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Price. (iii) Upon any such conversion, all accrued and unpaid dividends on the shares of Series B Preferred Stock surrendered for conversion shall be paid to the holders thereof. (iv) All shares of Series B Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate on the Conversion Date, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor and payment of any dividends declared but unpaid thereon. Any shares of Series B Preferred Stock so converted shall be retired and cancelled and shall not be reissued, and the Corporation (without the need for stockholder action) may from time to time take such appropriate action as may be necessary to reduce the authorized Series B Preferred Stock accordingly. (v) The Corporation shall pay any and all issue and other taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon the closing conversion of such sale shares of securities.Series B Preferred C-4

Mechanics of Conversion. (h) Conversion of Preference Shares to Ordinary Class Shares. No fractional shares of Class Series A Common Stock Ordinary Shares, Series B1 Ordinary Shares or Class C Common Stock Series B2 Ordinary Shares shall be issued upon conversion of Series B Preferred Stockthe Preference Shares. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in In lieu of issuing any fractional shares to which the holder would otherwise be otherwise entitled, the Company shall pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith fraction multiplied by the Board of Directorsthen effective Conversion Price. Before any holder of Series B Preferred Stock Preference Shares shall be entitled to convert the same into full shares of Class Series A Common Stock Ordinary Shares, Series B1 Ordinary Shares or Class C Common Stock and to receive certificates thereforSeries B2 Ordinary Shares, such holder it shall surrender the certificate or certificates therefor, duly endorsedif any, at the office of the Corporation Company or of any transfer agent for the Series B Preferred StockPreference Shares, and shall give written notice to the Corporation Company at such office that such holder it elects to convert the samesuch number of Preference Shares, as specified in such notice. The Corporation Company shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) Preference Shares a certificate or certificates for the number of shares of Class Series A Common Stock Ordinary Shares, Series B1 Ordinary Shares or Class C Common Stock Series B2 Ordinary Shares to which such holder it shall be entitled as aforesaidaforesaid or, in lieu thereof, evidence that such number of Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares has been recorded in the Register as held by such holder, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class Series A Common Stock Ordinary Shares, Series B1 Ordinary Shares or Class C Common StockSeries B2 Ordinary Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Series B Preferred Stock Preference Shares to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class Series A Common Stock Ordinary Shares, Series B1 Ordinary Shares or Class C Common Stock Series B2 Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class Series A Common Stock Ordinary Shares, Series B1 Ordinary Shares or Class C Common Stock Series B2 Ordinary Shares on the date of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securitiesdate.

Mechanics of Conversion. No fractional In order for a holder of Class B Common Stock to voluntarily convert shares of Class B Common Stock into shares of Class A Common Stock, such holder shall, (i) in the case of certificated shares, surrender the certificate for such shares of Class B Common Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Class B Common Stock (or at the principal office of the Corporation, if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Class B Common Stock represented by such certificate (or lost certificate affidavit and agreement) and, if applicable, any event on which such conversion is contingent and, (ii) in the case of book entry shares, deliver to the office of the transfer agent for the Class B Common Stock (or the principal office of the Corporation, if the Corporation serves as its own transfer agent), a written notice that such holder elects to convert all or any number of the shares of the Class B Common Stock represented by such book entry and, if applicable, any event on which such conversion is contingent. Such notice shall state such holder’s name and/or the name(s) of the nominee(s) in which such holder wishes the certificate or certificates and/or book entry and/or book entries for shares of Class A Common Stock or Class C Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be issued upon endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or such holder’s attorney duly authorized in writing. The close of business on (i) the date of receipt by the transfer agent (or by the Corporation, if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and/or such notice or (ii) the date on which the event on which such conversion is contingent occurs shall be the time of Series B Preferred Stock. All conversion (the “Conversion Time”), and the shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock the shares represented by a holder thereof such certificate or book entry shall be aggregated for purposes deemed to be outstanding of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value record as of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the samedate. The Corporation shall, as soon as practicable thereafterafter the Conversion Time, (i) issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Class A Common Stock, (i) and/or to such holder’s nominee(s), a certificate or certificates certificates, and/or make (or instruct the Corporation’s transfer agent to make) for the benefit such holder of Class A Common Stock, or for the benefit of such holder’s nominee(s), a book entry or book entries, for the number of shares of Class A Common Stock issuable upon such conversion in accordance with the provisions hereof, and a certificate or book entry for the number (if any) of the remaining shares of Class C B Common Stock to which such holder shall be entitled as aforesaidrepresented by the surrendered certificate or book entry that were not converted into Class A Common Stock, and (ii) cash or a check payable pay to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock as of the date immediately preceding the ex-dividend date, or to such holder’s nominee(s), all declared but unpaid dividends on the shares of Class C B Common Stock on the date of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securitiesconverted.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereofi) issuable upon conversion of more than one share of Series B Preferred Stock by (A) If a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B A Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and elects to receive certificates thereforeffect an Optional Conversion, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Corporation at Company of such office that such holder elects holder’s election to convert a stated number of shares of Series A Preferred Stock into shares of Class A Common Stock, at the sameConversion Price then in effect, which notice shall be accompanied by the certificate or certificates representing such shares of Series A Preferred Stock that shall be converted into Class A Common Stock. The Corporation notice shall also contain a statement of the name or names in which the certificate or certificates for Class A Common Stock shall be issued. 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 registered holder or his or its attorney duly authorized in writing. The date of receipt of such certificates and notice by the transfer agent (or by the Company if the Company serves as its own transfer agent) shall be the conversion date (in the case of an Optional Conversion, the “Conversion Date”). The Company shall, as soon as practicable thereafterafter the Conversion Date for an Optional Conversion, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B A Preferred Stock, (i) or to his or its nominees, a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaidentitled, and (ii) together with cash or in lieu of any fraction of a check payable to share. On the Conversion Date for an Optional Conversion, each holder of such record of shares of Series B A Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such surrendered for conversion shall be deemed to have been made immediately prior to be the close holder of business on the date record of such surrender of the Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C Common Stock on the date of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of such Series A Preferred Stock, notwithstanding that the certificates representing such shares of Series B A Preferred Stock shall not be deemed to have converted been surrendered at the office of the Company, that notice from the Company shall not have been received by any holder of record of shares of such Series B A Preferred Stock, until immediately or that the certificates evidencing such shares of Class A Common Stock shall not then be actually delivered to such holder. If the number of shares of Series A Preferred Stock represented by the certificate or certificates surrendered for conversion shall exceed the number of shares to be converted, the Company shall issue and deliver to the person entitled thereto a certificate representing the balance of any unconverted shares of Series A Preferred Stock. (B) If the Company is permitted to and elects to effect a Mandatory Conversion, all holders of record of shares of Series A Preferred Stock shall be given no less than five (5) business days prior written notice of the date on which such conversion shall occur (in the case of a Mandatory Conversion, the “Conversion Date”). Such notice also shall specify the place designated for exchanging shares of Series A Preferred Stock for shares of Class A Common Stock. On or before the Conversion Date for a Mandatory Conversion, each holder of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Company or the transfer agent at the place designated in such notice. On the Conversion Date for a Mandatory Conversion, all certificates representing shares of Series A Preferred Stock shall be deemed canceled by the Company and no longer outstanding. As soon as practicable after the Mandatory Conversion shall have been effected, certificates representing the Class A Common Stock issued upon the closing Mandatory Conversion shall be delivered to those holders who delivered their certificate or certificates to the Company or the designated transfer agent as aforesaid, together with cash in lieu of such sale any fraction of securitiesa share.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder 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 or Series D-1 Preferred Stock shall be entitled to convert the same into full shares of Class A Common Stock Stock, he, she or Class C Common Stock and to receive certificates therefor, such holder it shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the Series B Preferred Stock, such stock and shall give written notice to this corporation at its principal corporate office of the Corporation at such office that such holder elects election to convert the samesame and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation This corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to each such holder holder, or to the nominee or nominees of Series B Preferred Stockeach such holder, (i) a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which each such holder shall be entitled as aforesaid, aforesaid and (ii) a cash or a check payable to payment of all declared but unpaid dividends on the holder converted shares as of such Series B Preferred Stock in the amount date of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stockconversion. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock, 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 or Series D-1 Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A shares of Common Stock or Class C Common Stock on the date as of such conversiondate. If the conversion is in connection with a Qualified Offering an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion shall may, at the option of any holder tendering 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 or Series D-1 Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the 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/or Series D-1 Preferred Stock shall not be deemed to have converted such 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 or Series D-1 Preferred Stock until immediately upon prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereofUNDER SECTIONS 6(A) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of DirectorsAND 6(B). Before any holder of Series Class B Preferred Stock shall be entitled to convert the same into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates thereforClass B Preferred Stock certificates, duly endorsed, at the office of the Corporation or of any transfer agent for the Series Class B Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same; PROVIDED, HOWEVER, that in the event of an automatic conversion pursuant to Section 6(b), the outstanding shares of Class B Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; and PROVIDED, FURTHER that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Class B Preferred Stock are either delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable thereafterafter such delivery, or execution of such agreement in the case of a lost certificate, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series Class B Preferred Stock, (i) Stock a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, aforesaid and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or plus all accrued and unpaid dividends on such holder's Class C Common StockB Preferred Stock so converted; PROVIDED, HOWEVER, that in the event of a conversion prior to the Cash Payment Date, the Corporation shall issue fractional shares in lieu of the cash payments contemplated above except that the Corporation may pay cash for such fractional shares (a) to the extent permitted by its lending agreements and (b) as a result of a reverse stock split consummated for a legitimate business purpose (such as in preparation for an initial public offering) so long as the cash amount paid for such fractional shares is not material. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Series shares of Class B Preferred Stock to be converted, or, or in the case of a automatic conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the upon closing of the Qualified OfferingLiquidity Event, and the person or persons entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C shares of Common Stock on the date of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securitiesdate.

Mechanics of Conversion. No fractional shares Conversion of Class A Common Stock or Class C Common Stock shall be issued upon conversion of the Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B A-1 Preferred Stock may be effected by a any such holder thereof shall be aggregated for purposes of determining whether upon the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, surrender to the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the principal office of the Corporation or at the office of any transfer agent or agents of the Corporation, as may be designated by the Board of Directors (the "Transfer Agent"), of the certificate(s) for the such Series B A-1 Preferred StockStock to be converted, and shall give accompanied by a written notice (the date of such notice being referred to as the Corporation at such office "Conversion Date") stating that such holder elects to convert all or a specified number of such shares in accordance with the sameprovisions of this Section 6 and specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. The In case any holder's notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation shallwill pay any and all transfer, issue, stamp and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Series A-1 Preferred Stock pursuant hereto. As promptly as soon practicable, and in any event within five Business Days after the surrender of such certificate or certificates and the receipt of such notice relating thereto and, if applicable, payment of all transfer taxes which are the responsibility of the holder as practicable thereafter, issue and deliver at set forth above (or the office demonstration to the satisfaction of the Corporation that such taxes have been paid), the Corporation shall deliver or at such transfer agent's office cause to such holder of Series B Preferred Stock, be delivered (i) a certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock, to which the holder of shares of Series A-1 Preferred Stock being converted shall be entitled and (ii) if less than the full number of shares of Series A-1 Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stockbeing converted. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender Conversion Date so that the rights of the Series B Preferred Stock holder thereof as to be converted, orthe shares being converted shall cease except for the rights pursuant to this Section 6 to receive shares of Common Stock, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offeringaccordance herewith, and the person or persons entitled to receive the Class A shares of Common Stock or Class C Common Stock issuable upon such conversion shall be treated for all purposes as having become the record holder or holders of such Class A shares of Common Stock or Class C Common Stock on the date of at such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securitiestime.

Mechanics of Conversion. No fractional (a) In order to convert shares of Class A Series B Preferred Stock into shares of Common Stock, the holder must surrender the certificates representing such shares of Series B Preferred Stock, accompanied by transfer instruments reasonably satisfactory to the Company, free of any adverse interest or liens at the office of the Company’s transfer agent (or at the principal office of the Company, if the Company serves as its own transfer agent), together with written notice that such holder elects to convert all or such number of shares represented by such certificates as specified therein. The date of receipt of such certificates, together with such notice, by the transfer agent or the Company will be the date of conversion (the “Conversion Date”). As soon as practicable after the Conversion Date, but in no event more than two (2) trading days after the Conversion Date, the Company shall promptly issue and deliver (or cause to be delivered) to such holder a certificate (or evidence of book entry) for the number of shares of Common Stock to which such holder is entitled, together with a check or Class C Common Stock shall be issued upon conversion cash for payment of fractional shares, if any, in exchange for the certificates formerly representing shares of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall will be deemed to have been made immediately prior to the close of business on the date of such surrender of the Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified OfferingConversion Date, and the person or persons Person entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C shares of Common Stock on such Conversion Date. In case fewer than all the date of shares represented by any such conversion. If the conversion is in connection with surrendered certificate(s) are to be converted, a Qualified Offering the conversion new certificate or certificates shall be conditioned upon issued representing the closing with the underwriter unconverted shares of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed without cost to have converted such the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for shares of Common Stock or Series B Preferred StockStock are issued in a name other than the name of the converting holder. The Company shall pay any documentary, until immediately stamp or similar issue or transfer tax due on the issue of Common Stock upon conversion or due upon the closing issuance of a new certificate for any shares of Series B Preferred Stock not converted other than any such sale tax due because shares of securitiesCommon Stock or a certificate for shares of Series B Preferred Stock are issued in a name other than the name of the registered holder.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred StockA Preferred. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in In lieu of issuing any fractional shares to which the holder would otherwise be otherwise entitled, the Company shall pay cash equal to the fair market value cash equivalent of such fractional share on as determined by the date board of conversiondirectors of the Company. For such purpose, which fair market value all shares of Series A Preferred held by each holder shall be determined aggregated, and any resulting fractional share of Common Stock shall be paid in good faith by the Board of Directorscash. Before any holder of Series B A Preferred Stock shall be entitled to convert the same into full shares of Class A Common Stock or Class C Common Stock Stock, and to receive certificates therefor, such holder he shall surrender the Series A Preferred certificate or certificates thereforcertificates, duly endorsed, at the office of the Corporation Company or of any transfer agent for the Series B Preferred StockA Preferred, and shall give written notice to the Corporation Company at such office that such holder elects to convert such shares, or, if applicable, the sameholder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company (but shall not be required to provide a bond) to indemnify the Company from any loss incurred by it in connection with such certificates. The Corporation Company shall, as soon as practicable thereafterafter delivery of the Series A Preferred certificates, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred StockA Preferred, (i) a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder he shall be entitled as aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock, plus any declared or accumulated but unpaid dividends on the converted Series A Preferred. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B A Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C shares of Common Stock on the date of such conversion. If date; provided, however, that if the conversion is in connection with a Qualified Offering an underwritten offer of securities registered pursuant to the Securities Act, the conversion shall may, at the option of any holder tendering Series A Preferred for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B A Preferred Stock shall not be deemed to have converted such Series B A Preferred Stock, until immediately upon prior to the closing of such the sale of such securities.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series A Preferred Stock or Series B Preferred Stock shall be entitled to convert the same into full shares of Class A Common Stock or Class C Common Stock and to receive certificates thereforStock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the Series A Preferred Stock or Series B Preferred Stock, and shall give written notice to this corporation at its principal corporate office, of the Corporation at such office that such holder elects election to convert the samesame and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation This corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series A Preferred Stock or Series B Preferred Stock, (i) or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock or Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A shares of Common Stock or Class C Common Stock on the date as of such conversiondate. If the conversion is in connection with a Qualified Offering an underwritten offering of securities registered pursuant to the Securities Act of 1933, the conversion shall may, at the option of any holder tendering Series A Preferred Stock or Series B Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series A Preferred Stock or Series B Preferred Stock 5 30 shall not be deemed to have converted such Series A Preferred Stock or Series B Preferred Stock, Stock until immediately upon prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B D2 Preferred Stock in certificated form shall be entitled to convert the same into full shares of Class A Common Stock or Class C Common Stock and to receive certificates thereforStock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B D2 Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects its principal corporate office, of the election to convert the samesame and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. Before any holder of Series D2 Preferred Stock in book-entry form shall be entitled to convert the same into shares of Common Stock, he shall comply with the procedures of the depositary for the shares of Series D2 Preferred Stock held by such Holder. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B D2 Preferred Stock, (i) or to the nominee or nominees of such holder, a certificate or certificates for the full number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be entitled as aforesaid. In case any Series D2 Preferred Stock share certificate shall be surrendered for partial conversion, the Corporation shall execute and (ii) cash or a check payable deliver to the holder Holder of such the Series B D2 Preferred Stock so surrendered, without charge to such Holder, a new share certificate in an aggregate Adjusted Stated Value equal to the amount unconverted portion of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stocksurrendered certificate. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of on which the Series B Preferred Stock to be converted, or, requirements set forth in the case of a conversion at the option of the Corporation pursuant to this Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering6(d) have been satisfied, and the person or persons entitled to receive the Class A Common Stock or Class C shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A shares of Common Stock or Class C Common Stock on the date as of such conversiondate. If the conversion is in connection with a Qualified Offering an underwritten offering of securities registered pursuant to the Securities Act, the conversion shall may, at the option of any holder tendering such Series D2 Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the such Series B D2 Preferred Stock shall not be deemed to have converted such Series B D2 Preferred Stock, Stock until immediately upon prior to the closing of such sale of securities.