Common use of Mechanics of Conversion Clause in Contracts

Mechanics of Conversion. Before any holder of shares of a series of Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation or of any transfer agent for such series of Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the 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. This corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Preferred Stock to be converted and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale or securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of Preferred Stock shall not be deemed to have converted such shares of such series of Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation or of any transfer agent for such series of Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the 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. This corporation shall, as (i) As soon as reasonably practicable thereafterafter the Conversion Date (and in any event within four (4) Trading Days after either such date), the Company shall issue and deliver at such office to such holder of such series of Preferred Stock, shareholder one or to the nominee or nominees of such holder, a certificate or more certificates for the number of shares of Common Stock Shares (or Reference Property, to the extent applicable) to which such holder shall be entitled as aforesaidof Series A Preferred Shares is entitled, together with, at the option of the shareholder, a certified cheque or wire transfer of immediately available funds for payment of fractional shares and any payment required by Article 27.6(c)(ii) in exchange for the certificates representing the converted Series A Preferred Shares. 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 shares of such series of Preferred Stock to be converted Conversion Date, and the person or persons Person entitled to receive the shares of Common Stock Shares (or Reference Property, to the extent applicable) issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of Shares (or Reference Property, to the extent applicable) on such date. If the The delivery of Common Shares upon conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, the conversion maySeries A Preferred Shares shall be made, at the option of the applicable shareholder, in certificated form or by book-entry. Any such certificate or certificates shall be delivered by the Company to the appropriate shareholder on a book-entry basis or by mailing certificates evidencing the shares to the holders of the Series A Preferred Shares at their respective addresses as set forth in the conversion notice. In cases where fewer than all the Series A Preferred Shares represented by any holder tendering shares such certificate are to be converted, a new certificate shall be issued representing the unconverted Series A Preferred Shares. The Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of such series of Preferred Stock for conversionCommon Shares (or Reference Property, be conditioned to the extent applicable) upon conversion or due upon the closing with issuance of a new certificate for any Series A Preferred Shares not converted to the underwriter of converting shareholder; provided that the sale or securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of Preferred Stock Company shall not be deemed required to have converted pay any such shares amounts, and any such amounts shall be paid by the converting shareholder, in the event that such Common Shares or Series A Preferred Shares are issued in a name other than the name of such series of Preferred Stock until immediately prior to the closing of such sale of securitiesconverting shareholder.

Mechanics of Conversion. Before any Each holder of shares of a series of Preferred Stock shall be entitled who desires to convert the same into shares of Common Stock, such holder Stock pursuant to this Section B4 shall surrender the certificate or certificates therefor, duly endorsed, at the office of this the corporation or of any transfer agent for such series of the Preferred Stock, and shall give written notice by mail, postage prepaid, to this the corporation at its principal corporate office, of the election such office that holder elects to convert the same and same. Such notice shall state therein the name or names in which the certificate or certificates for number of shares of Common Preferred Stock are to be issuedbeing converted. This Thereupon, the corporation shall, as soon as practicable thereafter, shall promptly issue and deliver at such office to such holder of such series of Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder is entitled and shall be entitled promptly pay (1) in cash or, to the 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 aforesaidof the date of such conversion), any declared and unpaid dividends on the shares of Preferred Stock being converted and (2) in cash (at the Common Stock’s fair market value determined by the board of directors as of the date of conversion) the value of any fractional share of Common Stock otherwise issuable to such holder. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates, duly endorsed representing the shares of such series of Preferred Stock to be converted together with such written notice, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of at such datetime. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale or of securities pursuant to such each offering, in which event the person(s) persons entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Preferred Stock shall not be deemed to have converted such shares of such series of Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation the Corporation or of any transfer agent for such series of the Series A Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation the Corporation at its principal corporate office, of the 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. This corporation The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series A Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale or of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Series A Preferred Stock shall not be deemed to have converted such shares of such series of Series A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any Any holder of shares of a series of Series B Preferred Stock, Series C Preferred Stock or Series M Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender by surrendering the certificate or certificates therefor, duly endorsed, at the office of this corporation or of any transfer agent for such series of the Series B Preferred Stock, Series C Preferred Stock or Series M Preferred Stock, as applicable, and shall give by giving written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the election to convert the same and shall state stating therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series shares of Series B Preferred Stock, Series C Preferred Stock or Series M Preferred Stock, or to the a nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series B Preferred Stock, Series C Preferred Stock or Series M Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amended, other than in a Public Offering as set forth in Section C.3.a.(ii) above, the conversion may, at the option of any holder tendering shares of such series of Series B Preferred Stock, Series C Preferred Stock or Series M Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale or of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Series B Preferred Stock, Series C Preferred Stock or Series M Preferred Stock shall not be deemed to have converted such shares of such series of Preferred Stock stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation Corporation or of any transfer agent for such series of Preferred Stockstock, and shall give be given written notice by mail, mail postage prepaid, to this corporation Corporation at its principal corporate office, of the 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. This corporation Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amendedAct, the conversion may, at the option of any holder tendering shares of such series of Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale or of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of Preferred Stock shall not be deemed to have converted such shares of such series of Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series A-B Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation Corporation or of any transfer agent for such series of Preferred Stockthe Corporation’s capital stock, and shall give written notice by mail, postage prepaid, to this corporation Corporation at its principal corporate office, of the 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. This corporation Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Series A-B Preferred Stock, Stock or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series A-B Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amendedAct, the conversion may, at the option of any holder tendering shares of such series of Series A-B Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale or of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Series A-B Preferred Stock shall not be deemed to have converted such shares of such series of Series A-B Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series A ----------------------- Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation the Corporation or of any transfer agent for such series of Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation the Corporation at its principal corporate office, of the 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. This corporation The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale or of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of Preferred Stock shall not be deemed to have converted such shares of such series of Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any Each holder of shares of a series of Series A Preferred Stock shall be entitled ----------------------- who desires to convert the same into shares of Common Stock, such holder Stock pursuant to Section (d)(i) shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation the Corporation or of any transfer agent for such series of the Series A Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation the Corporation at its principal corporate office, of the election such office that such holder elects to convert the same and same. Such notice shall state therein the name or names in which the certificate or certificates for number of shares of Common Series A Preferred Stock are to be issuedbeing converted. This corporation shallThereupon, as soon as practicable thereafter, the Corporation shall promptly issue and deliver at such office to such holder of such series of Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder is entitled and shall be entitled as aforesaidpromptly pay in cash the value of any fractional share of Common Stock otherwise issuable to any holder of Series A Preferred Stock. 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 such series of Series A Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of on such date. If the a conversion is in connection with an underwritten offer a bona fide public offering of securities registered the shares of Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, or under similar laws of other jurisdictions (a "Public ------ Offering"), the conversion may, at the option of any holder tendering shares of such series of Preferred Stock for conversion, shall be conditioned upon the closing with the underwriter of the sale or of -------- securities pursuant to such offeringPublic Offering, in which event and the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of Preferred Stock shall not be deemed to have converted such shares of such series of Preferred Stock occurred until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series A ----------------------- Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation or of any transfer agent for such series of the Series A Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the 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. This corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series A Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale or of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Series A Preferred Stock shall not be deemed to have converted such shares of such series of Series A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation Corporation or of any transfer agent for such series of Preferred Stockthe Series A Preferred, and shall give written notice by mail, postage prepaid, to this corporation Corporation at its principal corporate office, of the 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. This corporation Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Preferred StockSeries A Preferred, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series A Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amendedAct, the conversion may, at the option of any holder tendering shares of such series of Preferred Stock for conversion, unless otherwise designated by the holder, will be conditioned upon the closing with the underwriter underwriters of the sale or of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Series A Preferred Stock shall not be deemed to have converted such shares of such series of Series A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock shall be entitled to convert the same shares of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock into shares of Class A Common Stock, such holder shall surrender the certificate or certificates thereforthereof, duly endorsed, at the office of this the corporation or of any transfer agent for such series of Preferred Stockshares, and shall give written notice by mail, postage prepaid, to this the corporation at its principal corporate office, of the election such office that he elects to convert the same 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. This The corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Series A Preferred Stock, Series B Preferred Stock or to the nominee or nominees of such holder, Series C Preferred Stock a certificate or certificates for the number of shares of Class A Common Stock to which such the holder shall be entitled as aforesaid. 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 such series of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock to be converted converted, and the person Person or persons Persons entitled to receive the shares of Class A 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 as of on such date. If hi the event of an automatic conversion of the Series A Preferred Stock or Series C Preferred Stock, the Board of Directors may elect to treat the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriter or Series C Preferred Stock as having been made effective as of the sale or securities pursuant to such offering, date of the event resulting in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of Preferred Stock shall not be deemed to have converted such shares of such series of Preferred Stock until immediately prior to the closing of such sale of securitiesautomatic conversion.

Mechanics of Conversion. Before any holder of shares of a series of Series B Preferred Stock shall be entitled to voluntarily convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefortherefore, duly endorsed, at the office of this corporation the Corporation or of any transfer agent for such series of the Series B Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation the Corporation at its principal corporate office, of the 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. This corporation The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Series B Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series B Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Series B Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale or of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Series B Preferred Stock shall not be deemed to have converted such shares of such series of Series B Preferred Stock until immediately prior to the closing of such sale of securities. If the conversion is in connection with automatic conversion provisions of subsection 1(d)(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. Before any holder of shares of a series of Series A Preferred ----------------------- Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation or of any transfer agent for such series of the Series A Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the 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. This corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series A Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale or of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Series A Preferred Stock shall not be deemed to have converted such shares of such series of Series A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before Before, any holder of shares of a series of Series A Preferred Stock shall be entitled to convert the same into full shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation the Corporation or of any transfer agent for such series of the Series A Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation the Corporation at its principal corporate office, of the election such office that such holder elects to convert the same and shall state therein the name of such holder or the name or names of the nominees of such holder in which such holder wishes the certificate or certificates for shares of Common Stock are to be issued. This corporation No fractional shares of Common Stock shall be issued upon conversion of any shares of Series A Preferred Stock and any such fraction will be rounded down to the nearest whole number. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Series A Preferred Stock, or to the such holder's nominee or nominees of such holdernominees, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series A Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of on such date. If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale or securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of Preferred Stock shall not be deemed to have converted such shares of such series of Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series B-1 Preferred Stock shall be entitled to voluntarily convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefortherefore, duly endorsed, at the office of this corporation the Corporation or of any transfer agent for such series of the Series B-1 Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation the Corporation at its principal corporate office, of the 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. This corporation The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Series B-1 Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series B-1 Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amendedAct, the conversion may, at the option of any holder tendering shares of such series of Series B-1 Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale or of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Series B-1 Preferred Stock shall not be deemed to have converted such shares of such series of Series B-1 Preferred Stock until immediately prior to the closing of such sale of securities. If the conversion is in connection with the automatic conversion provisions of Section 5(b), such conversion shall be deemed to have been made immediately prior to the closing of such Qualified Public Offering in which the Corporation has elected to cause 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. Before any A holder of shares of a series of Series C Preferred Stock shall be entitled who desires to convert the same into shares of Common Stock, such holder Stock shall surrender the certificate or certificates thereforrepresenting such shares, duly endorsed, at the office of this corporation the Company or at the office of any transfer agent for such series of the Series C Preferred Stock or Common Stock, and shall give written notice by mail, postage prepaid, to this corporation the Company at its principal corporate office, of the election such office that such holder elects to convert the same and shall state therein both the number of shares of Series C Preferred Stock being converted and the name or names in which the holder wishes the certificate or certificates for shares of Common Stock are to be issued. This corporation The Company shall, as soon as practicable thereafterafter such surrender, issue and deliver at such office to such holder of such series of Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for representing the number of shares of Common Stock to which such holder shall be is entitled as aforesaidand a new certificate or certificates representing the number of shares of Series C Preferred Stock represented by the certificate or certificates surrendered by the holder minus the number of Series C Preferred Stock so converted by the holder. 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 such series of certificate representing the Series C Preferred Stock to be converted converted, and the person or persons Person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of on such date. If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Any Series C Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale or securities pursuant to such offering, in which event the person(s) entitled to receive the converted into Common Stock issuable upon such conversion of shares of such series of Preferred Stock shall be retired and may not be deemed to have converted such shares of such series of Preferred Stock until immediately prior to reissued by the closing of such sale of securitiesCompany.

Mechanics of Conversion. Before any holder of shares of a series of Series B Preferred Stock or Series M Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he or she shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation or of any transfer agent for such series of the Series B Preferred Stock or the Series M Preferred Stock, as applicable, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the 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. This corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Series B Preferred Stock or Series M Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series B Preferred Stock or Series M Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Series B Preferred Stock or Series M Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale or of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Series B Preferred Stock or Series M Preferred Stock shall not be deemed to have converted such shares of such series of Preferred Stock stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series A Preferred Stock shall be entitled to convert the same such Series A Preferred Stock into shares of Common Stock, such the holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation the Corporation or of any transfer agent for such series of Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation the Corporation at its principal corporate office, of the 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. This corporation The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Preferred Stock to be converted converted, and the person Person or persons Persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of public Common Stock as of such date. If the conversion is in connection with an underwritten offer public offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale or of securities pursuant to such offering, in which event the person(s) any Persons entitled to receive the Common Stock issuable upon such conversion of shares of such series of Preferred Stock shall not be deemed to have converted such shares of such series of Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series B Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation or of any transfer agent for such series of Series B Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the 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. This corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Series B Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series B Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder holder, tendering shares of such series of Series B Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriter(s) of the sale or of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of Series B Preferred Stock shall not be deemed to have converted such shares of such series of Series B Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series A Preferred ----------------------- Stock shall be entitled to convert the same into shares of Common Stock, such holder he or she shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation or of any transfer agent for such series of the Series A Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the 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. This corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series A Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale or of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Series A Preferred Stock shall not be deemed to have converted such shares of such series of Series A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series AA Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he or she shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation Corporation or of any transfer agent for such series of the Series AA Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation Corporation at its principal corporate office, of the 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. This corporation Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Series AA Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series AA Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Series AA Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale or of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Series AA Preferred Stock shall not be deemed to have converted such shares of such series of Series AA Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series B Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation the Company or of any transfer agent for such series of the Series B Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation the Company at its principal corporate office, of the 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. This corporation The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Series B Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series B Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amendeda Qualified Public Offering, the conversion may, at the option of any holder tendering shares of such series of Series B Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale or of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Series B Preferred Stock stock shall not be deemed to have converted such shares of such series of Series B Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he, she or it shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation Corporation or of any transfer agent for such series of the Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation Corporation at its principal corporate office, of the 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. This corporation Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series A Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amendedamended (the “Act”), the conversion may, at the option of any holder tendering shares of such series of Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale or of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Series A Preferred Stock shall not be deemed to have converted such shares of such series of Series A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder Holder of shares of a series of Series A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder the Holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation the Corporation or of any transfer agent for such series of the Series A Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation the Corporation at its principal corporate office, of the 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. This corporation The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder Holder of such series of Series A Preferred Stock, or to the nominee or nominees of such holderHolder, a certificate or certificates for the number of shares of Common Stock to which such holder Holder shall be entitled as aforesaid. 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 such series of Series A Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amendedsecurities, the conversion may, at the option of any holder tendering shares of such series of Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale or of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Common Stock issuable upon such conversion of the shares of such series of Series A Preferred Stock shall not be deemed to have converted such shares of such series of Series A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series A or Series B Preferred Stock shall be entitled to convert the same such Preferred Stock into shares of Common Stock, such the holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation the Corporation or of any transfer agent for such series of Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation the Corporation at its principal corporate office, of the 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. This corporation The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer public offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale or of securities pursuant to such offering, in which event the person(s) any persons entitled to receive the Common Stock issuable upon such conversion of shares of such series of Preferred Stock shall not be deemed to have converted such shares of such series of Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation or of any transfer agent for such series of the Series A Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the 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. This corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series A Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale or of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Series A Preferred Stock shall not be deemed to have converted such shares of such series of Series A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation or of any transfer agent for such series of the Series A Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the 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. This corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series A Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale or of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Series A Preferred Stock shall not be deemed to have converted such shares of such series of Series A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder Holder of shares of a series of Series A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder Holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation the Corporation or of any transfer agent for such series of the Series A Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation the Corporation at its principal corporate office, office of the 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. This corporation The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder Holder of such series of Series A Preferred Stock, or to the nominee or nominees of such holderHolder, a certificate or certificates for the number of shares of Common Stock to which such holder Holder shall be entitled as aforesaid, together with any cash dividends declared but unpaid on such shares of Series A Preferred Stock. In case the number of shares of Series A Preferred Stock represented by the certificate or certificates surrendered pursuant to Section 3(a) above exceeds the number of shares converted, the Corporation shall, upon conversion, execute and deliver to the Holder (at the expense of the Corporation) a new certificate or certificates for the number of shares of Series A Preferred Stock surrendered but not converted. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of such series of Series A Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder Holder tendering shares of such series of Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale or of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of Series A Preferred Stock shall not be deemed to have converted such shares of such series of Series A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock or Series C-1 Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he, she or it shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation or of any transfer agent for such series of Preferred Stock, stock and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, office of the 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. This corporation shall, as soon as practicable thereafter, issue and deliver at such office to each such holder of such series of Preferred Stockholder, or to the nominee or nominees of each such holder, (i) a certificate or certificates for the number of shares of Common Stock to which each such holder shall be entitled as aforesaidaforesaid and (ii) a cash payment of all accrued but unpaid dividends on the converted shares as of the date of conversion. 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 such series of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock or Series C-1 Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale or securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of Preferred Stock shall not be deemed to have converted such shares of such series of Preferred Stock until immediately prior to the closing of such sale of securities.the

Mechanics of Conversion. Before any holder of shares of a series of Series B ----------------------- Preferred Stock shall will be entitled to convert the same into shares of Class A Voting Common Stock, such holder shall will surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation Corporation or of any transfer agent for such series of the Preferred Stock, and shall he will give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the election to convert the same and shall state therein Corporation stating the name or names in which the certificate or certificates for shares of Class A Voting Common Stock are to be issued. This corporation shallCorporation, as soon as reasonably practicable thereafter, will issue and deliver at such office to such holder of such series of Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Voting Common Stock to which such holder shall will be entitled as aforesaid. Such conversion shall will be deemed to have been made immediately prior to the close of business on the date of such surrender notice of conversion provided by the shares of such series of Preferred Stock holder to be converted this Corporation, and the person or persons entitled to receive the shares of Class A Voting Common Stock issuable upon such conversion shall will be treated for all purposes as the record holder or holders of such shares of Class A Voting Common Stock as of on such date. If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amendedInitial Public Offering, the conversion may, at the option of any holder tendering shares of such series of Preferred Stock for conversion, will be conditioned upon the closing with the underwriter of the sale or of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Class A Voting Common Stock issuable upon such conversion of shares of such series of the Series B Preferred Stock shall not be deemed to have converted such shares of such series of Series B Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such the holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation the Company or of any transfer agent for such series of the Series A Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation the Company at its principal corporate office, of the 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. This corporation The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series A Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale or of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Series A Preferred Stock shall not be deemed to have converted such shares of such series of the Series A Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before In the case of any mandatory conversion, the Series D Preferred Stock shall automatically, and without further action by the holder thereof, convert into shares of Common Stock and, upon surrender of the certificate or certificates thereof at the office of the Corporation or its transfer agent for the Series D Preferred Stock, the Corporation shall, as soon as practicable thereafter, issue and deliver to such holder, or to the nominees or nominee of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. In the case of an optional conversion, before any holder of shares of a series of Series D Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder it shall surrender the certificate or certificates therefortherefore, duly endorsed, at the office of this corporation the Corporation or of any its transfer agent for such series of the Series D Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, the Corporation of the election to convert the same and shall state therein the name or names in which the certificate certificates or certificates for shares of Common Stock are to be issued and, upon the Corporation's receipt of such certificates, election to convert and information regarding the names in which the shares of Common Stock are to be issued, such shares of Series D Preferred Stock shall be deemed converted. This corporation The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Series D Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall A certificate or certificates will be deemed to have been made immediately prior to issued for the close remaining shares of business on the date of such surrender Series D Preferred Stock in any case in which fewer than all of the shares of such series of Series D Preferred Stock to be converted and the person or persons entitled to receive the shares represented by a certificate are converted. Upon any conversion of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Series D Preferred Stock for conversioninto Common Stock, be conditioned upon all declared but unpaid cash dividends on the closing with the underwriter of the sale or securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of converted Series D Preferred Stock shall not be deemed to have converted such shares of such series of Preferred Stock until immediately prior to the closing of such sale of securitiespaid in cash.

Mechanics of Conversion. Before any holder of shares of a series of Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation Corporation or of any transfer agent for such the particular series of Preferred Stock, Stock and shall give written notice by mail, postage prepaid, to this corporation Corporation at its principal corporate office, of the 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. This corporation Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Preferred Stock, Stock or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amendedAct, the conversion may, at the option of any holder tendering shares of such series of Preferred Stock for conversion, be conditioned upon the effectiveness of a registration statement under the Securities Act and the closing with the underwriter of the sale or securities and purchase of shares pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Preferred Stock shall not be deemed to have converted such shares of such series of Preferred Stock until immediately prior to the closing of such sale of securitiesregistration statement.

Mechanics of Conversion. Before any holder of shares of a series of Series B Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation the Corporation or of any transfer agent for such series of Preferred StockSeries B Preferred, and shall give written notice by mail, postage prepaid, to this corporation the Corporation at its principal corporate office, of the 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. This corporation The Corporation shall, as soon as practicable immediately thereafter, issue and deliver at such office to such holder of such series of Preferred StockSeries B Preferred, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series B Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an acquisition or an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Series B Preferred Stock for conversion, be conditioned upon the closing of such acquisition or the closing with the underwriter underwriters of the sale or of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of Series B Preferred Stock shall not be deemed to have converted such shares of such series of Series B Preferred Stock until immediately prior to the closing of such acquisition or such sale of securities.

Mechanics of Conversion. (i) Before any holder of shares of a series of Series A Convertible Preferred Stock shall be entitled voluntarily to convert the same into shares of Common Stock, such holder he/she/it shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation the Company or of any transfer agent for such series of Preferred Stockstock, and shall give written notice by mail, postage prepaid, to this corporation the Company at its principal corporate office, of the election such office that he/she/it elects to convert the same and shall state therein the number of shares to be converted and the name or names in which he/she/it wishes the certificate or certificates for shares of Common Stock are to be issued. This corporation The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Series A Convertible Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder he shall be entitled as aforesaidentitled, and if the holder has not converted all shares of Series A Convertible Preferred Stock, a certificate representing the shares of Series A Convertible Preferred Stock not converted. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such or surrender of the shares of such series of Series A Convertible Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of on such date. If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale or securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of Preferred Stock shall not be deemed to have converted such shares of such series of Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series B Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he, she or it shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation the Company or of any transfer agent for such series of Preferred Stockagent, and shall give written notice by mail, postage prepaid, to this corporation the Company at its principal corporate office, of the 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. This corporation The Company shall, as soon as practicable thereafterthereafter and in any event within three business days after such notice, issue and deliver at such office to such holder of such series of Series B Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series B Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer public offering of securities registered pursuant to the Securities Act of 1933, as amendedCompany’s Common Stock, the conversion may, at the option of any holder tendering shares of such series of Series B Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale or securities of the Company’s Common Stock pursuant to such offering, in which event the person(s) persons entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Series B Preferred Stock shall not be deemed to have converted such shares of such series of Series B Preferred Stock until immediately prior to the closing of such sale of securitiespublic offering.

Mechanics of Conversion. Before any holder of shares of a series of Series Y Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he or she shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation the Corporation or of any transfer agent for such series of Series Y Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation the Corporation at its principal corporate office, office of the 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. This corporation The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series shares of Series Y Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series Y Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Series Y Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale or of securities pursuant to such offering, in which event the person(s) persons entitled to receive the Common Stock issuable upon such conversion of shares of such series of Series Y Preferred Stock shall not be deemed to have converted such shares of such series of Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation Corporation or of any transfer agent for such the particular series of Preferred Stock, Stock and shall give written notice by mail, postage prepaid, to this corporation Corporation at its principal corporate office, of the 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. This corporation Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Preferred Stock, Stock or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amendedAct, the conversion may, at the option of any holder tendering shares of such series of Preferred Stock for conversion, be conditioned upon the effectiveness of a registration statement under the Securities Act and the closing with the underwriter of the sale or securities and purchase of shares pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Preferred Stock shall not be deemed to have converted such shares of such series of Preferred Stock until immediately prior to the closing of such sale of securitiesoffering.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of the Series D Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled (computing the number of shares of Common Stock to which any holder is entitled on an aggregate basis with respect to all shares to be converted by such holder at the time of such conversion), the Corporation shall pay cash equal to such fraction multiplied by the fair market value of the Common Stock, determined by the Board of Directors in good faith. Before any holder of shares of a series of Series D Preferred Stock shall be entitled to convert the same into full shares of Common StockStock pursuant to Section 5.1, and before the Corporation shall be obligated to issue certificates for shares of Common Stock upon the automatic conversion of Series D Preferred pursuant to Section 5.2, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation the Corporation or of any transfer agent for such series Series D Preferred and, in the case of Preferred Stocka conversion pursuant to Section 5.1, and shall give written notice by mail, postage prepaid, to this corporation the Corporation at its principal corporate office, of the election such office that such holder elects to convert the same and shall state therein the name or names in which such holder wishes the certificate or certificates for shares of Common Stock are to be issued. This corporation The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Preferred Stockholder, or to the nominee or nominees of such holderits nominee(s), a certificate or certificates for the number of shares of Common Stock to which such holder or nominee(s) shall be entitled as aforesaidset forth above, together with cash in lieu of any fraction of a share. 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 such series of Series D Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of on such date. If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of such series of Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale or securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of Preferred Stock shall not be deemed to have converted such shares of such series of Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder of shares of a series of Series C ----------------------- Convertible Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation the Corporation or of any transfer agent for such series of the Series C Convertible Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation the Corporation at its principal corporate office, of the 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. This corporation The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of such series of Series C Convertible Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. 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 such series of Series C Convertible Preferred Stock to be converted converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amendeda Qualified Public Offering, the conversion may, at the option of any holder tendering shares of such series of Series C Convertible Preferred Stock for conversion, be conditioned upon the closing with the underwriter underwriters of the sale or of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of shares of such series of the Series C Convertible Preferred Stock shall not be deemed to have converted such shares of such series of Series C Convertible Preferred Stock until immediately prior to the closing of such sale of securities.