Common use of Mechanics of Conversion Clause in Contracts

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Series B Preferred, a certificate or certificates for the number of shares of Common to which he shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Common. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common on such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B Preferred.

Mechanics of Conversion. No fractional shares of Common ----------------------- Stock shall be issued upon conversion of Series B PreferredPreferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series fair market value of Series B Preferred. Any declared but unpaid dividends on any a share of Series B Common Stock as determined in good faith by the Board of Directors. For such purpose, all shares of Preferred that is converted into Common pursuant to this Section 5 shallStock held by each holder of Preferred Stock shall be aggregated, simultaneously upon conversion of such and any resulting fractional share of Series B Preferred, automatically Common Stock shall be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversioncash. Before any holder of Series B Preferred Stock shall be entitled to convert the same into full shares of CommonCommon Stock, he and to receive certificates therefor, the holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether Stock or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies (B) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Corporation at such office that the holder elects to convert the same. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Series B PreferredPreferred Stock, a certificate or certificates for the number of shares of Common Stock to which he the holder shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of CommonCommon Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Stock to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B Preferred.

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

Mechanics of Conversion. No fractional shares The number of Common ----------------------- shall be issued Underlying Shares issuable upon any conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion Stock hereunder shall equal the Stated Value of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are Stock to be converted divided by the Conversion Price on the Conversion Date. Upon conversion of any shares of Series B Preferred Stock, the Corporation shall promptly (but in no event later than three (3) Trading Days after the Conversion Date) issue or cause to be issued and cause to be delivered to the Corporation or its transfer agent as provided aboveHolder, or upon the holder notifies written order of the Corporation Holder and in such name or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to names as the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Series B PreferredHolder may designate, a certificate or certificates for the Underlying Shares issuable upon such conversion, free of restrictive legends unless such Underlying Shares are still required to bear a restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If the shares are then not required to bear a restrictive legend, the Corporation shall, upon request of the Holder, deliver Underlying Shares hereunder electronically through The Depository Trust Corporation or another established clearing corporation performing similar functions, and shall credit the number of shares of Common Stock to which he the Holder shall be entitled as aforesaid and a check payable to the holder Holder’s or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission System. A Holder shall deliver the original certificate(s) evidencing the Series B Preferred Stock being converted (or an affidavit of lost certificate and any indemnity or bond required by the Corporation’s transfer agent) together with a duly completed Conversion Notice in the aggregate amount proper form in order to effect a conversion of any cash amounts payable as the result such Series B Preferred Stock. Upon surrender of a conversion into fractional shares of Common. Such conversion certificate following one or more partial conversions, the Corporation shall be deemed to have been made immediately prior promptly deliver to the close of business on Holder a new certificate representing the date of such surrender of the remaining shares of Series B Preferred Stock. The Corporation’s obligations to be converted, or in the case of automatic issue and deliver Underlying Shares upon conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common on such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by any Holder to this Section 5enforce the same, all any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by any Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by any Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such shares obligation of Series B Preferred shall resume the status Corporation to any Holder in connection with the issuance of authorized but unissued shares of Series B Preferredsuch Underlying Shares.

Mechanics of Conversion. No fractional shares Upon the date of Common ----------------------- shall be issued upon conversion consummation of Series B Preferred. In lieu of any fractional shares to which a Qualified Public Offering (the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B “Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(bDate”), the outstanding shares of all Series B C Preferred Units shall be converted into the property referred to in subparagraph 4(b) automatically without any further action by the Company or the holders of such shares Units and whether or not the certificates representing such shares Units are surrendered to the Corporation Company or its transfer agentagent for the Series C Preferred Units; provided, further, -------- ------- provided that the Corporation Company shall not be obligated to issue to any holder certificates evidencing representing the shares of Common Units issuable upon such automatic conversion unless either certificates representing the certificates evidencing such shares Series C Preferred Units, endorsed directly or through unit powers to the Company or in blank and accompanied with appropriate evidence of Series B Preferred the signatory’s authority, are delivered to the Corporation Company or any transfer agent of the Company for the Series C Preferred Units. If the certificate representing Common Units issuable upon conversion of the Series C Preferred Units is to be issued in a name other than the name on the face of the certificate representing such Series C Preferred Units, such certificate shall be accompanied by such evidence of the assignment and such evidence of the signatory’s authority with respect thereto as deemed appropriate by the Company or its transfer agent as provided above, for the Series C Preferred Units and such certificate shall be in proper form for transfer and endorsed directly or through unit powers to the holder notifies Person in whose name the Corporation Common Units are to be issued or its transfer agent that such certificates to the Company or in blank. Conversion shall be deemed to have been lost, stolen or destroyed and executes an agreement satisfactory effected on the date of consummation of the Qualified Public Offering. Subject to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shallprovisions of subparagraph 4(e)(vi), as soon promptly as practicable after the Conversion Date (and after surrender of the certificate or certificates representing the Series C Preferred Units to the Company or any transfer agent of the Company for the Series C Preferred Units in the case of any such deliveryconversion), or after such agreement and indemnification, the Company shall issue and deliver at such office to or upon the written order of such holder of Series B Preferred, a certificate or certificates for the number of shares of full Common Units to which he shall be such holder is entitled as aforesaid and a check payable upon such conversion, rounded to the holder nearest whole Common Unit. The Person in whose name the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Common. Such conversion certificate or certificates for Common Units are to be issued shall be deemed to have been made immediately prior to the close become a holder of business record of such Common Units on the date of such surrender of the shares of Series B Preferred to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common on such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B PreferredConversion Date.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred Stock shall be entitled to voluntarily convert the same into full shares of CommonCommon Stock, he such holder shall surrender the certificate or certificates therefortherefore, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B PreferredPreferred Stock, and shall give written notice to the Corporation at such office that he elects its principal corporate office, of the election to convert the same; provided, however, that same and shall state therein the name or names in which the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether certificate or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the for shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesbe issued. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series B PreferredPreferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which he such holder shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Commonaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Stock to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), 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 on Stock as of such date. Upon If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any outstanding shares of holder tendering Series B Preferred into Common Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to this Section 5such offering, in which event the persons entitled to receive the Common Stock upon conversion of the Series B Preferred Stock shall not be deemed to have converted such 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 Series B Preferred shall resume the status Common Stock as of authorized but unissued shares of Series B Preferredsuch date.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series A ----------------------- Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock shall be entitled to convert the same into full shares of CommonCommon Stock, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the Series B Preferredparticular series of Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the Corporation at such office that he elects election to convert the same; provided, however, that same and shall state therein the name or names in which the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether certificate or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the for shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesbe issued. The Corporation This corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series A Preferred Stock, Series B PreferredPreferred Stock, Series C Preferred Stock and/or Series D Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which he such holder shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Commonaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series D Preferred Stock to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), 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 on Stock as of such date. Upon If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act, the conversion may, at the option of any outstanding shares of holder tendering Series A Preferred Stock, Series B Preferred into Common Stock, Series C Preferred Stock and/or Series D Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to this Section 5such offering, all in which event the person(s) entitled to receive the Common Stock issuable upon such shares conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series D Preferred Stock shall resume the status of authorized but unissued shares of not be deemed to have converted such Series A Preferred Stock, Series B PreferredPreferred Stock, Series C Preferred Stock and/or Series D Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional (a) In order to convert shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted Stock into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b)Stock, the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not holder must surrender the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its Stock, accompanied by transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement instruments reasonably satisfactory to the Corporation Company, free of any adverse interest or liens at the office of the Company’s transfer agent (or at the principal office of the Company, if the Company serves as its own transfer agent), together with written notice that such holder elects to indemnify the Corporation from any loss incurred convert all or such number of shares represented by it in connection such certificates as specified therein. The date of receipt of such certificates, together with such certificatesnotice, by the transfer agent or the Company will be the date of conversion (the “Conversion Date”). The Corporation shall, as As soon as practicable after such deliverythe Conversion Date, or but in no event more than two (2) trading days after such agreement and indemnificationthe Conversion Date, the Company shall promptly issue and deliver at such office (or cause to be delivered) to such holder of Series B Preferred, a certificate (or certificates evidence of book entry) for the number of shares of Common Stock to which he shall be entitled as aforesaid and such holder is entitled, together with a check payable to or cash for payment of fractional shares, if any, in exchange for the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional certificates formerly representing shares of CommonSeries B Preferred Stock. Such conversion shall will be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be)Conversion Date, 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 on such dateConversion Date. Upon In case fewer than all the conversion of shares represented by any outstanding such surrendered certificate(s) are to be converted, a new certificate or certificates shall be issued representing the unconverted shares of Series B Preferred into Stock without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for shares of Common pursuant to this Section 5Stock or Series B Preferred Stock are issued in a name other than the name of the converting holder. The Company shall pay any documentary, all such stamp or similar issue or transfer tax due on the issue of Common Stock upon conversion or due upon the issuance of a new certificate for any shares of Series B Preferred shall resume the status Stock not converted other than any such tax due because shares of authorized but unissued Common Stock or a certificate for shares of Series B PreferredPreferred Stock are issued in a name other than the name of the registered holder.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred Stock shall be entitled to convert the same such Preferred Stock into full shares of CommonClass A Common Stock, he the holder shall surrender the certificate or certificates therefor, duly endorsedendorsed (or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed certificate), at the office of the Corporation or of any transfer agent for the Series B Preferredsuch series of Preferred Stock, and shall give written notice to the Corporation at such office that he elects its principal corporate office, of the election to convert the same; provided, however, that same and shall state therein the name or names in which the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding certificate or certificates for shares of all Series B Preferred shall Class A Common Stock are to be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesissued. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series B PreferredPreferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock to which he such holder shall be entitled as aforesaid aforesaid, and a check payable to certificate for the holder in the aggregate amount remaining number of any cash amounts payable as the result of a conversion into fractional shares of CommonSeries A Preferred if less than all of the Series A Preferred evidenced by the certificate were surrendered. Such conversion shall be deemed to have been made immediately prior to the close of business on (i) the date of such surrender of the shares of Series B such series of Preferred Stock to be convertedconverted or (ii) if applicable, or in the case date of automatic conversion on the date specified in Section 4(b) of the closing of the offering or the effective date of such written consent (as the case may be)this Article III(B) above, and the person or 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 on Stock as of such date. Upon If the conversion is in connection with an underwritten public offering of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering such Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event any persons entitled to receive Class A Common Stock upon conversion of such Preferred Stock shall not be deemed to have converted such Preferred Stock until immediately prior to the conversion of any outstanding the underlying shares of Series B Preferred into Class A Common Stock pursuant to this Section 5, all 4(b) of Article III(C) below and the closing of such shares sale of Series B Preferred shall resume the status of authorized but unissued shares of Series B Preferredsecurities.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series Class B Preferred Common Shares shall be entitled to convert such Class B Common Shares into Class A Common Shares pursuant to sub-paragraph (a) (1) above, the same into full shares of Commonholder shall, he shall if available, surrender the certificate or certificates therefor, duly endorsedendorsed (where applicable), at the registered office of the Corporation Company. Upon the occurrence of one of the bases of conversion provided for in paragraph (a) above, the Company shall enter or procure the entry of the name of the relevant holder of Class B Common Shares as the holder of the relevant number of Class A Common Shares resulting from the conversion of the Class B Common Shares in, and make any transfer agent other necessary and consequential changes to, the Register of Members. Any conversion of Class B Common Shares into Class A Common Shares pursuant to this Article 5 shall be effected by any manner permitted by applicable law (including by means of: (i) the re-designation and re-classification of the relevant Class B Common Share as a Class A Common Share together with such rights and restrictions for the Series B Preferred, time being attached thereto and shall give written rank pari passu in all respects with the Class A Common Shares then in issue; and/or (ii) the compulsory redemption without notice of Class B Common Shares and the automatic application of the redemption proceeds in paying for such new Class A Common Shares into which the Class B Shares have been converted, on the basis that such redemption shall take place at par). For the avoidance of doubt, following the conversion to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b)Class A Common Shares, the outstanding shares of all Series B Preferred holder thereof shall be converted automatically without any further action by the holders have Class A Common Share voting rights in respect of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Class B Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Series B Preferred, a certificate or certificates for the number of shares of Common to which he shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of CommonShare voting rights. Such conversion shall become effective forthwith upon entries being made in the Register of Members to record the re-designation and re-classification of the relevant Class B Common Shares as Class A Common Shares. If the proposed conversion is in connection with an underwritten public or private offering of securities, the conversion may, at the option of any holder tendering such Class B Common Shares for conversion, be conditional upon the closing with the underwriters or other purchasers of the sale of securities pursuant to such offering, in which event any persons entitled to receive Class A Common Shares upon conversion of such Class B Common Shares shall not be deemed to have been made converted such Class B Common Shares until immediately prior to the close of business on the date closing of such surrender sale of the shares of Series B Preferred to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common on such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B Preferredsecurities.

Mechanics of Conversion. No fractional In order to convert shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted Stock into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing Stock, the amount holder of declared but unpaid dividends on such converted share shares of Series B Preferred by Stock shall (i) fax a copy of the Series B Conversion Price fully executed notice of conversion in effect the form attached hereto ("Notice of Conversion") to the Corporation at its principal office and to the time transfer agent for the Common Stock that such holder elects to convert the same, which notice shall specify the number of conversion. Before any holder shares of Series B Preferred Stock to be converted and shall contain a calculation of the Conversion Rate (together with a copy of the first page of each certificate to be entitled converted) prior to convert 5:00 p.m., New York City time (the same into full shares "Conversion Notice Deadline") on the date of Common, he shall conversion specified on the Notice of Conversion and (ii) surrender the original certificate or certificates thereforfor the shares of Series B Preferred Stock to be converted, duly endorsed, at and deliver the original Notice of Conversion by either overnight courier or two-day courier, to the principal office of the Corporation or the office of any the transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that he elects to convert the sameCommon Stock; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies . Upon receipt by the Corporation of evidence of the loss, theft, destruction or its transfer agent that such certificates have been lostmutilation of any certificate representing shares of Series B Preferred Stock, stolen and (in the case of loss, theft or destroyed and executes an agreement destruction) of indemnity or security reasonably satisfactory to the Corporation to indemnify Corporation, and upon surrender and cancellation of any certificate representing shares of Series B Preferred Stock, if mutilated, the Corporation from shall execute and deliver a new certificate of like tenor and date. No fractional shares of Common Stock shall be issued upon conversion of the Series B Preferred Stock. In lieu of any loss incurred fractional share to which the holder of shares of Series B Preferred Stock would otherwise be entitled, the Corporation shall pay cash to such holder in an amount equal to such fraction multiplied by it the Conversion Price then in connection with such certificateseffect. In the case of a dispute as to the calculation of the Conversion Rate, the Corporation's calculation shall be deemed conclusive absent manifest error. The Corporation shall, as soon as practicable shall use all reasonable efforts to issue and deliver within seven (7) business days after delivery to the Corporation of such deliverycertificates, or after such agreement and indemnification, issue and deliver at such office to such holder of Series B PreferredPreferred Stock at the address of the holder on the books of the Corporation, a certificate or certificates for the number of shares of Common Stock to which he the holder shall be entitled as aforesaid and a check payable to aforesaid. The date on which conversion occurs (the holder in the aggregate amount "Date of any cash amounts payable as the result of a conversion into fractional shares of Common. Such conversion Conversion") shall be deemed to have been made immediately prior be the date set forth in such Notice of Conversion, provided (i) that the advance copy of the Notice of Conversion is faxed to the close of business Corporation before 5:00 p.m., New York City time, on the date Date of such surrender of Conversion, and (ii) that the original stock certificates representing the shares of Series B Preferred Stock to be converted, or in converted are received by the case of automatic conversion on the date of the closing of the offering Corporation or the effective date of such written consent transfer agent within two (as the case may be), and the 2) business days thereafter. The person or persons entitled to receive the shares of Common Series B Preferred Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. Upon If the conversion of any outstanding original certificates representing the shares of Series B Preferred into Common pursuant Stock to this Section 5be converted are not received by the Corporation or the transfer agent within two (2) business days after the Date of Conversion or if the facsimile of the Notice of Conversion is not received by the Corporation or its transfer agent prior to the Conversion Notice Deadline, all the Notice of Conversion, at the Corporation's option, may be declared null and void. Following any conversion of shares of Series B Preferred Stock, such shares of Series B Preferred Stock shall resume the status of authorized but unissued shares of Series B Preferredno longer be outstanding.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of CommonCommon Stock and to receive certificates therefor, he such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that he such holder elects to convert the same; provided, however, that in . In the event of an automatic conversion pursuant to -------- ------- Section 5(b4(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the . The Corporation shall is not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are either delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationindemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred, a certificate or certificates for the number of shares of Common Stock to which he the holder shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of CommonCommon Stock. Thereupon, the Corporation shall promptly pay 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 of the date of such conversion), any declared but unpaid dividends on the shares of Series B Preferred being converted. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred to be converted, or in the case of automatic conversion on the date of the closing of the offering a Qualified Offering or the effective date on which more than 60% of such written consent (as the case may be), originally issued Series B Preferred have been converted into Common Stock and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B Preferred.

Mechanics of Conversion. No fractional shares Conversion of Common ----------------------- shall the Series A-1 Preferred Stock may be issued effected by any such holder upon conversion of Series B Preferred. In lieu of any fractional shares the surrender to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender the certificate or certificates therefor, duly endorsed, at the principal office of the Corporation or at the office of any transfer agent or agents of the Corporation, as may be designated by the Board of Directors (the "Transfer Agent"), of the certificate(s) for the such Series B PreferredA-1 Preferred Stock to be converted, and shall give accompanied by a written notice (the date of such notice being referred to as the Corporation at "Conversion Date") stating that such office that he holder elects to convert all or a specified number of such shares in accordance with the same; providedprovisions of this Section 6 and specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. In case any holder's notice shall specify a name or names other than that of such holder, howeversuch notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all transfer, issue, stamp and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Series A-1 Preferred Stock pursuant hereto. As promptly as practicable, and in any event within five Business Days after the event surrender of an automatic conversion pursuant such certificate or certificates and the receipt of such notice relating thereto and, if applicable, payment of all transfer taxes which are the responsibility of the holder as set forth above (or the demonstration to -------- ------- Section 5(bthe satisfaction of the Corporation that such taxes have been paid), the outstanding shares of all Series B Preferred Corporation shall deliver or cause to be converted automatically without any further action by the holders of such shares and whether or not the delivered (i) certificates representing such shares are surrendered to the Corporation or its transfer agent; providednumber of validly issued, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the fully paid and nonassessable full shares of Common issuable upon such automatic conversion unless either Stock, to which the certificates evidencing such holder of shares of Series B A-1 Preferred are delivered to Stock being converted shall be entitled and (ii) if less than the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder full number of shares of Series B Preferred, a A-1 Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of Common to which he shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Commonbeing converted. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender Conversion Date so that the rights of the holder thereof as to the shares being converted shall cease except for the rights pursuant to this Section 6 to receive shares of Series B Preferred to be convertedCommon Stock, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be)accordance herewith, and the person or persons entitled to receive the shares of Common issuable upon such conversion Stock shall be treated for all purposes as having become the record holder or holders of such shares of Common on Stock at such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B Preferredtime.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion Before any Holder of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B A Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred Stock shall be entitled to convert the same into full shares of CommonCommon Stock, he such Holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B PreferredA Preferred Stock, and shall give written notice to the Corporation at such its principal corporate office that he elects of the election to convert the same; provided, however, that same and shall state therein the name or names in which the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether certificate or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the for shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesbe issued. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder Holder of Series B PreferredA 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 he such Holder shall be entitled as aforesaid 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 a check payable deliver to the holder in Holder (at the aggregate amount expense of any cash amounts payable as the result Corporation) a new certificate or certificates for the number of a conversion into fractional shares of CommonSeries 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 B A Preferred Stock to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), 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 on Stock as of such date. Upon If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any outstanding shares Holder tendering such Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriters of Series B Preferred into Common the sale of securities pursuant to this Section 5such offering, all in which event the person(s) entitled to receive Common Stock upon conversion of such shares Series A Preferred Stock shall not be deemed to have converted such Series A Preferred Stock until immediately prior to the closing of Series B Preferred shall resume the status such sale of authorized but unissued shares of Series B Preferredsecurities.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder 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 full shares of CommonCommon Stock, he he, she or it shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the Series B Preferred, such stock and shall give written notice to this corporation at its principal corporate office of the Corporation at such office that he elects election to convert the same; provided, however, that same and shall state therein the name or names in which the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether certificate or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the for shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesbe issued. The Corporation This corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to each such holder holder, or to the nominee or nominees of Series B Preferredeach such holder, (i) a certificate or certificates for the number of shares of Common Stock to which he each such holder shall be entitled as aforesaid and (ii) a check payable to cash payment of all accrued but unpaid dividends on the holder in converted shares as of the aggregate amount date of any cash amounts payable as the result of a conversion into fractional shares of Commonconversion. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series 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, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common on such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B Preferred.the

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of To convert Series B Preferred. In lieu of any fractional shares to which the A Preferred Stock, a holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall must (i) surrender the certificate or certificates thereforevidenc- ing the shares of Series A Preferred Stock to be converted, duly endorsedendorsed in a form satisfactory to the Corporation, at the office of the Corporation or of any transfer agent for the Series B PreferredA Preferred Stock, and shall give written notice to (ii) notify the Corporation at such office that he the holder elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b)Series A Preferred Stock, the outstanding number of shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Series B Preferred, a wishes to convert and (iii) state in writing the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. In the event that a holder fails to notify the Corporation of the number of shares of Common Series A Preferred Stock that such holder wishes to which he shall be entitled as aforesaid and a check payable to convert, the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Common. Such conversion shall be deemed to have elected to convert all shares represented by the certificate or certificates surrendered for conversion to Common Stock, subject to Section V of this Article IV. Any Series A Preferred Stock which is not convertible into Common Stock as a result of Section V of this Article IV shall be returned to its respective holder as Series A Preferred Stock, unless the Corporation has received written notice that such holder would prefer to convert the remaining Series A Preferred Stock into Series B Junior Stock. The date on which the holder satisfies all those require- ments is referred to as the "Conversion Date." As soon as practicable after surrender of the certificate or certificates, the Corporation shall deliver a certificate for the number of full shares of Common Stock issuable upon the conversion, and a new certificate representing the unconverted portion, if any, of the shares of Series A Preferred Stock represented by the certificate or certificates surrendered for conversion. The person in whose name the Common Stock certificate is registered shall be treated as the stockholder of record on and after the Conversion Date. No cash payment or adjustment will be made for accrued and unpaid cash dividends on converted shares of Series A Preferred Stock or for dividends on any Common Stock issued upon such conversion. A share of Series A Preferred Stock surrendered for conversion during the period from the close of business on any Record Date for the payment of dividends to the opening of business of the corresponding Dividend Payment Date must be accompanied by a payment in cash, Series A Preferred Stock or a combination thereof, in an amount equal to the dividend payable on such Dividend Payment Date, unless such share of Series A Preferred Stock has been made immediately prior called for redemp- tion on a redemption date occurring during the period from the close of business on any Record Date for the payment of dividends to the close of business on the Business Day immediately following the corresponding Dividend Payment Date. The dividend payment with respect to a share of Series A Preferred Stock called for redemption on a date during the period from the close of business on any Record Date for the payment of dividends to the close of business on the Business Day immediately following the corresponding Dividend Payment Date will be payable on such Dividend Payment Date to the record holder of such share on such Record Date, notwithstanding the conversion of such share after such Record Date and prior to such Dividend Payment Date, and the holder converting such share of Series A Preferred Stock need not include a payment of such dividend amount upon surrender of such share of Series A Preferred Stock for conversion. If a holder of Series A Preferred Stock converts more than one share at a time, the number of full shares of Common Stock issuable upon conversion shall be based on the total liquidation preferences of all shares of Series B A Preferred to Stock converted. If the last day on which Series A Preferred Stock may be convertedconverted is not a Business Day, or in the case of automatic Series A Preferred Stock may be surrendered for conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common on such datenext succeeding Business Day. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B Preferred.C.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of (i) Promptly after the Conversion Date (and in any fractional shares to which the holder would otherwise be entitledevent within three (3) Business Days), the Corporation shall pay cash equal (A) issue and deliver to such fraction multiplied by holder the then effective number of Class A Shares to which such holder is entitled in exchange for the certificates formerly representing Series B Conversion Price for 6 Preferred Shares and (B) pay to such series holder, to the extent of funds legally available therefor, all declared and unpaid Dividends on the Series B Preferred. Any declared but unpaid dividends on any share of Series B 6 Preferred Shares that is are being converted into Common Class A Shares; provided, that any accrued and unpaid Dividends not paid to such holder pursuant to this Section 5 the foregoing clause (B) shall, simultaneously upon conversion of such share of Series B Preferredsubject to SECTION 6(b), automatically be converted into such a number of duly authorized, validly issued, fully paid and nonassessable shares of Common as is Class A Shares equal to the number determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Series B Preferred, a certificate or certificates for the number of shares of Common to which he shall be entitled as aforesaid and a check payable to the holder in (x) the aggregate amount of any cash amounts payable as such accrued and unpaid Dividends on the result of a conversion into fractional shares of CommonSeries 6 Preferred Shares that are being converted by (y) the then current Conversion Price. Such conversion shall will be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be)Conversion Date, and the person or persons entitled to receive the shares of Common Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Class A Shares on such dateConversion Date. Upon In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Series 6 Preferred Shares are issued in a name other than the name of the converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Class A Shares upon conversion or due upon the issuance of a new certificate for any outstanding shares Series 6 Preferred Shares not converted other than any such tax due because Class A Shares or a certificate for Series 6 Preferred Shares are issued in a name other than the name of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B Preferredconverting holder.

Mechanics of Conversion. No fractional shares Conversion of Common ----------------------- shall the Class A Preferred Shares may be issued upon conversion of Series B Preferred. In lieu effected by the surrender to the Company of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender the certificate or certificates therefor, duly endorsed, at the office issued in respect of the Corporation or of any transfer agent for the Series B Preferred, and shall give such Class A Preferred Shares to be converted accompanied by a written notice to the Corporation at stating that such office that he holder of Class A Preferred Shares elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders or a specified whole number of such shares in accordance with the provisions hereof and whether specifying the name or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it names in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to which such holder of Series B Preferred, a Class A Preferred Shares wishes the certificate or certificates for the Common Shares to be issued. If Class A Preferred Shares represented by more than one certificate shall be surrendered for conversion at one time by the same holder of Class A Preferred Shares, the number of full Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares elected to be so surrendered. In case such notice shall specify a name or names other than that of such holder of Class A Preferred Shares, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of Common Shares in such name or names. Other than such taxes, the Company will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of the Common Shares on conversion of the Class A Preferred Shares. As promptly as practicable and, in any event, within no more than five Business Days after the surrender of such certificate or certificates and the receipt of such notice relating thereto and, if applicable, payment of all transfer taxes (or the demonstration to the satisfaction of the Company that any such taxes have been paid), the Company shall issue and allot the relevant Common Shares, update the Company’s register of members to reflect such issuance and deliver or cause to be delivered to the converting holder(s) (i) certificates in respect of the number of validly issued, fully paid and non-assessable full Common Shares to which he such holder of Class A Preferred Shares shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of entitled, (ii) any cash amounts payable as the result owing in lieu of a conversion into fractional Common Share and (iii) if fewer than the full number of Class A Preferred Shares evidenced by the surrendered certificate or certificates are being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of Commonshares being converted. Such conversion Upon such conversion, the Class A Preferred Shares being converted shall no longer be deemed issued and outstanding and the rights of such holder thereof (including the right of such holder to have been made immediately prior to receive any accumulated and unpaid Stated Dividends on such Class A Preferred Shares and any accumulated Stated Dividends from the close of business on most recent Dividend Payment Date preceding the date of such surrender of conversion) as to the shares of Series B Class A Preferred Shares being converted shall cease except for the right to be converted, or receive Common Shares in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be)accordance herewith, and the person or persons entitled to receive the shares of Common issuable upon such conversion Shares shall be treated for all other purposes as having become the record holder or holders of such shares of Common on Shares at such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B Preferredtime.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any (i) (A) If a holder of Series B A Preferred shall be entitled Stock elects to convert the same into full shares of Commoneffect an Optional Conversion, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred, and such holder shall give written notice to the Corporation at Company of such office that he elects holder’s election to convert the same; provided, however, that in the event a stated number of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B A Preferred Stock into shares of Class A Common Stock, at the Conversion Price then in effect, which notice shall be converted automatically without any further action accompanied by the holders of such shares and whether certificate or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B A Preferred are delivered to Stock that shall be converted into Class A Common Stock. The notice shall also contain a statement of the Corporation name or its transfer agent as provided abovenames in which the certificate or certificates for Class A Common Stock shall be issued. If required by the Company, certificates surrendered for conversion shall be endorsed or the holder notifies the Corporation accompanied by a written instrument or its transfer agent that such certificates have been lostinstruments of transfer, stolen or destroyed and executes an agreement in form reasonably satisfactory to the Corporation to indemnify Company, duly executed by the Corporation from any loss incurred by it registered holder or his or its attorney duly authorized in connection with such certificateswriting. The Corporation date of receipt of such certificates and notice by the transfer agent (or by the Company if the Company serves as its own transfer agent) shall be the conversion date (in the case of an Optional Conversion, the “Conversion Date”). The Company shall, as soon as practicable after such delivery, or after such agreement and indemnificationthe Conversion Date for an Optional Conversion, issue and deliver at such office to such holder of Series B PreferredA Preferred Stock, or to his or its nominees, a certificate or certificates for the number of shares of Class A Common Stock to which he such holder shall be entitled as aforesaid and a check payable to the holder entitled, together with cash in the aggregate amount lieu of any cash amounts payable as the result fraction of a conversion into fractional share. On the Conversion Date for an Optional Conversion, each holder of record of shares of Common. Such Series A Preferred Stock surrendered for conversion shall be deemed to have been made immediately prior to be the close holder of business on record of the date Class A Common Stock issuable upon conversion of such surrender of Series A Preferred Stock, notwithstanding that the certificates representing such shares of Series B A Preferred Stock shall not have been surrendered at the office of the Company, that notice from the Company shall not have been received by any holder of record of shares of such Series A Preferred Stock, or that the certificates evidencing such shares of Class A Common Stock shall not then be actually delivered to such holder. If the number of shares of Series A Preferred Stock represented by the certificate or certificates surrendered for conversion shall exceed the number of shares to be converted, or the Company shall issue and deliver to the person entitled thereto a certificate representing the balance of any unconverted shares of Series A Preferred Stock. (B) If the Company is permitted to and elects to effect a Mandatory Conversion, all holders of record of shares of Series A Preferred Stock shall be given no less than five (5) business days prior written notice of the date on which such conversion shall occur (in the case of automatic conversion on a Mandatory Conversion, the date of “Conversion Date”). Such notice also shall specify the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common issuable upon such conversion shall be treated place designated for all purposes as the record holder or holders of such shares of Common on such date. Upon the conversion of any outstanding exchanging shares of Series B A Preferred into Stock for shares of Class A Common pursuant to this Section 5Stock. On or before the Conversion Date for a Mandatory Conversion, each holder of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares of Series B Preferred shall resume to the status of authorized but unissued Company or the transfer agent at the place designated in such notice. On the Conversion Date for a Mandatory Conversion, all certificates representing shares of Series B PreferredA Preferred Stock shall be deemed canceled by the Company and no longer outstanding. As soon as practicable after the Mandatory Conversion shall have been effected, certificates representing the Class A Common Stock issued upon the Mandatory Conversion shall be delivered to those holders who delivered their certificate or certificates to the Company or the designated transfer agent as aforesaid, together with cash in lieu of any fraction of a share.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock or Series D-1 Preferred Stock shall be entitled to convert the same into full shares of CommonCommon Stock, he he, she or it shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the Series B Preferred, such stock and shall give written notice to this corporation at its principal corporate office of the Corporation at such office that he elects election to convert the same; provided, however, that same and shall state therein the name or names in which the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether certificate or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the for shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesbe issued. The Corporation This corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to each such holder holder, or to the nominee or nominees of Series B Preferredeach such holder, (i) a certificate or certificates for the number of shares of Common Stock to which he each such holder shall be entitled as aforesaid and (ii) a check payable to cash payment of all declared but unpaid dividends on the holder in converted shares as of the aggregate amount date of any cash amounts payable as the result of a conversion into fractional shares of Commonconversion. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock or Series D-1 Preferred Stock to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), 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 on Stock as of such date. Upon If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any outstanding shares of holder tendering Series A Preferred Stock, Series B Preferred into Common Stock, Series C Preferred Stock, Series D Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock or Series D-1 Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to this Section 5such offering, all such shares in which event the person(s) entitled to receive the Common Stock upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock and/or Series D-1 Preferred Stock shall resume the status of authorized but unissued shares of not be deemed to have converted such Series A Preferred Stock, Series B PreferredPreferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A- 1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock or Series D-1 Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu The Holder of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to Stock may exercise the conversion right specified in paragraph (a) of this Section 5 shall, simultaneously upon conversion 4 by surrendering to the Secretary of such share the Corporation or any transfer agent of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender Corporation the certificate or certificates thereforfor the shares to be converted, duly endorsedif such shares are certificated, at accompanied by a Notice of Conversion. Upon the office occurrence of the Corporation or event specified in paragraph (b) of any transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- this Section 5(b)4, the outstanding shares of all Series B Preferred Stock shall be converted automatically without any further action by the holders Holder of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that . Conversion shall be deemed to have been effected on the Corporation shall not date when delivery of a Notice of Conversion and certificates for shares to be obligated to issue certificates evidencing converted is made in the shares case of Common issuable upon such automatic conversion unless either the certificates evidencing such shares under paragraph (a) of this Section 4 if Series B Preferred are delivered Stock is issued in certificated form, or on the date of the event specified in paragraph (b) of this Section 4, and such date is referred to herein as the “Conversion Date.” Subject to the provisions of subparagraph (g)(ii) of this Section 4, as promptly as practicable thereafter (and after surrender of the certificate or certificates evidencing Series B Preferred Stock to the Corporation or its any transfer agent as provided aboveof the Corporation, or the holder notifies if applicable) the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, shall issue and deliver at to or upon the written order of such office to such holder of Series B Preferred, Holder a certificate or certificates for the number of shares of Common Stock to which he shall be such Holder is entitled as aforesaid and a check payable or cash with respect to any fractional interest in any share of Common Stock as provided in paragraph (f) of this Section 4. Subject to the holder provisions of subparagraph (g)(ii) of this Section 4, the person in whose name the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Common. Such conversion certificate or certificates for Common Stock are to be issued shall be deemed to have been made immediately prior to the close become a holder of business record of such Common Stock on the date applicable Conversion Date. Upon conversion of such surrender only a portion of the number of shares covered by a certificate representing Series B Preferred Stock surrendered for conversion (in the case of conversion pursuant to paragraph (a) of this Section 4), as applicable, the Corporation shall issue and deliver to or upon the written order of the Holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Series B Preferred Stock representing the unconverted portion of the certificate so surrendered, if such shares are to be convertedheld in certificated form. Notwithstanding the foregoing, or in the case Corporation shall not be obligated to issue to any Holder of automatic conversion on Series B Preferred Stock certificates evidencing the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as unless certificates evidencing the record holder or holders of such shares of Common on such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant Stock are delivered to this Section 5, all either the Corporation or any transfer agent of the Corporation if such shares of Series B Preferred Stock are held in certificated form. No medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion shall resume the status of authorized but unissued shares of Series B Preferredbe required.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series Class A Preferred Shares, Class B Preferred Shares, Class D Preferred Shares, Class E Preferred Shares or Class F Preferred Shares shall be entitled to convert the same into full shares of Commonto Class A Common Shares, he such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this Company or of any transfer agent for the Series Class A Preferred Shares, Class B PreferredPreferred Shares, Class D Preferred Shares, Class E Preferred Shares and Class F Preferred Shares, and shall give written notice by mail, postage prepaid, to this Company at its principal corporate office, of the Corporation at such office that he elects election to convert the same; provided, however, that same and shall state therein the name or names in which the event of an automatic conversion pursuant certificate or certificates for Class A Common Shares are to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesissued. The Corporation This Company shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series Class A Preferred Shares, Class B PreferredPreferred Shares, Class D Preferred Shares, Class E Preferred Shares or Class F Preferred Shares or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Shares to which he such holder shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Commonaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series Class A Preferred Shares, Class B Preferred Shares, Class D Preferred Shares, Class E Preferred Shares or Class F Preferred Shares to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Class A Common Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares Class A Common Shares as of Common on such date. Upon If the conversion is in connection with an acquisition or take-over referred to in Article 21.4(a)(iii)(A) or in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933 of the United States, as amended, as set out in Article 21.4(a)(iii)(B), the conversion may, at the option of any outstanding shares of Series holder tendering Class A Preferred Shares, Class B Preferred into Common Shares, Class D Preferred Shares, Class E Preferred Shares or Class F Preferred Shares for conversion, be conditioned upon the consummation of the acquisition of the assets or the take-over, or conditioned upon the closing with the underwriter of the sale of securities pursuant to this Section 5such offering, all in which event the person(s) entitled to receive the Class A Common Shares issuable upon such shares conversion of Series the Class A Preferred Shares, Class B Preferred Shares, Class D Preferred Shares, Class E Preferred Shares or Class F Preferred Shares shall resume not be deemed to have converted such Class A Preferred Shares, Class B Preferred Shares, Class D Preferred Shares, Class E Preferred Shares or Class F Preferred Shares until immediately prior to the status closing of authorized but unissued shares such acquisition, take-over or sale of Series B Preferredsecurities.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu The Holder of any fractional shares Series A Preferred Stock may exercise the conversion right specified in paragraph (a) of this Section 4 by surrendering to which the holder would otherwise be entitled, Secretary of the Corporation shall pay cash equal to such fraction multiplied by or any transfer agent of the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender Corporation the certificate or certificates thereforfor the shares to be converted, duly endorsedif such shares are certificated, at accompanied by a Notice of Conversion. Upon the office occurrence of the Corporation or event specified in paragraph (b) of any transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- this Section 5(b)4, the outstanding shares of all Series B A Preferred Stock shall be converted automatically without any further action by the holders Holder of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided. Conversion shall be deemed to have been effected on the date when delivery of a Notice of Conversion and certificates for shares to be converted is made in the case of conversion under paragraph (a) of this Section 4 if Series A Preferred Stock is issued in certificated form, furtheror on the date of the event specified in paragraph (b) of this Section 4, -------- ------- that and such date is referred to herein as the Corporation shall not be obligated “Conversion Date.” Subject to issue the provisions of subparagraph (g)(ii) of this Section 4, as promptly as practicable thereafter (and after surrender of the certificate or certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B A Preferred are delivered Stock to the Corporation or its any transfer agent as provided aboveof the Corporation, or the holder notifies if applicable) the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, shall issue and deliver at to or upon the written order of such office to such holder of Series B Preferred, Holder a certificate or certificates for the number of shares of Common Stock to which he shall be such Holder is entitled as aforesaid and a check payable or cash with respect to any fractional interest in any share of Common Stock as provided in paragraph (f) of this Section 4. Subject to the holder provisions of subparagraph (g)(ii) of this Section 4, the person in whose name the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Common. Such conversion certificate or certificates for Common Stock are to be issued shall be deemed to have been made immediately prior to the close become a holder of business record of such Common Stock on the date applicable Conversion Date. Upon conversion of such surrender only a portion of the number of shares of covered by a certificate representing Series B A Preferred to be converted, or Stock surrendered for conversion (in the case of automatic conversion on pursuant to paragraph (a) of this Section 4), as applicable, the date Corporation shall issue and deliver to or upon the written order of the closing Holder of the offering or certificate so surrendered for conversion, at the effective date expense of such written consent (as the case may be)Corporation, and a new certificate covering the person or persons entitled to receive the number of shares of Series A Preferred Stock representing the unconverted portion of the certificate so surrendered, if such shares are to be held in certificated form. Notwithstanding the foregoing, the Corporation shall not be obligated to issue to any Holder of Series A Preferred Stock certificates evidencing the Common Stock issuable upon such conversion shall be treated for all purposes as unless certificates evidencing the record holder Series A Preferred Stock are delivered to either the Corporation or holders any transfer agent of such shares of Common on such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all Corporation if such shares of Series B A Preferred Stock are held in certificated form. No medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion shall resume the status of authorized but unissued shares of Series B Preferredbe required.

Mechanics of Conversion. No fractional The holder of any shares of Common ----------------------- shall be issued upon Series A Preferred Stock may exercise the conversion of Series B Preferred. In lieu of any fractional shares right specified in Section 5(a) by surrendering to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by or the then effective Series B Conversion Price for such series transfer agent of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender Corporation the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferredshares to be converted, and shall give accompanied by written notice specifying the number of shares to the Corporation at such office that he elects to convert the samebe converted; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall will not be obligated to issue to any such holder the certificate or certificates evidencing the shares of Class A Common Stock issuable upon such automatic conversion conversion, unless either the certificate or certificates evidencing such the shares of Series B A Preferred Stock are either delivered to the Corporation or its the transfer agent of the Corporation. Conversion will be deemed to have been effected on the date when delivery is made of notice of an election to convert and the certificate or certificates evidencing the Series A Preferred Stock shares to be converted (the "Conversion Date"). Subject to the provisions of Section 5(e)(iv), as provided abovepromptly as practicable thereafter, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, will issue and deliver at such office to or upon the written order of such holder of Series B Preferred, a certificate or certificates for the number of full shares of Class A Common Stock to which he shall be such holder is entitled as aforesaid and a check payable or cash with respect to any fractional interest in a share of Class A Common Stock as provided in Section 5(d). Subject to the holder provisions of Section 5(e)(iv), the person in whose name the aggregate amount of any cash amounts payable as the result of a conversion into fractional certificate or certificates for shares of Common. Such conversion shall Class A Common 103 Stock are to be issued will be deemed to have been made immediately prior to the close become a holder of business record of such Class A Common Stock on the date applicable Conversion Date. Upon conversion of such surrender only a portion of the number of shares covered by a certificate representing shares of Series B A Preferred Stock surrendered for conversion, the Corporation will issue and deliver to be converted, or in upon the case of automatic conversion on the date written order of the closing holder of the offering or certificate so surrendered for conversion, at the effective date expense of such written consent (as the case may be)Corporation, and a new certificate covering the person or persons entitled to receive the shares number of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common on such date. Upon the conversion of any outstanding shares of Series B A Preferred into Common pursuant to this Section 5, all such shares Stock representing the unconverted portion of Series B Preferred shall resume the status of authorized but unissued shares of Series B Preferredcertificate so surrendered.

Mechanics of Conversion. No fractional shares of Common ----------------------- Stock shall be issued upon conversion of Series B PreferredPreferred Stock. In lieu of any fractional shares share to which the a holder would otherwise be entitled, the Corporation corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series fair market value of Series B PreferredCommon Stock as determined in good faith by the Board. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred Stock shall be entitled to convert the same into full shares of Common, he shall surrender Common Stock only if such holder surrenders the certificate or certificates therefor, duly endorsed, at the office of the Corporation corporation or of any transfer agent for the Series B PreferredPreferred Stock, and shall give gives written notice to the Corporation corporation at such office that he such holder elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether same on or not the certificates representing such shares are surrendered prior to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon date specified for such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesconversion. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, corporation shall thereafter issue and deliver at such office to such holder of Series B Preferred, Preferred Stock a certificate or certificates registered in the name of the holder or such other name as the holder may direct for the number of shares of Common Stock to which he such holder shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into a fractional shares share of CommonCommon Stock and any declared but unpaid dividends on the converted Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or Series F Preferred. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Stock to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. Upon The corporation shall pay any issue taxes payable upon the issuance of such certificates in the name of the holder. If the holder of any certificate representing shares of Preferred requests the corporation to issue the certificates representing the shares of Common Stock issuable upon conversion thereof in a name other than the name of the holder, the holder shall pay to the corporation, or the transfer agent of the corporation if the corporation so designates, any transfer or other taxes required by reason of the issuance of a certificate for shares of Common Stock in any name other than the name of the holder. If the conversion is in connection with an underwritten public offering of any outstanding shares of Series B Preferred into Common securities registered pursuant to this Section 5the Securities Act of 1933, all as amended, the conversion shall be conditioned upon the closing of such shares public offering, in which event the person(s) entitled to receive Common Stock issuable upon such conversion of Series B Preferred Stock shall resume the status of authorized but unissued shares of Series B Preferrednot be deemed to have converted such Preferred Stock until immediately prior to such closing.

Mechanics of Conversion. To convert the Series C Convertible Preferred Stock, a holder shall: (i) email, fax (or otherwise deliver by other means resulting in notice) a copy of a fully executed notice of conversion in the form attached hereto as Annex A (each a “Notice of Conversion”) and (ii) such number of Series C Convertible Preferred Stock converted shall be deemed to be surrendered. To effect conversions of shares of Series C Convertible Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing such shares of Series C Convertible Preferred Stock to the Company. The date of the holder’s delivery of the notice of conversion to the Company shall be the "Conversion Date". No fractional shares of Common ----------------------- Stock shall be issued upon conversion of the Series B PreferredC Convertible Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series fair market value of Series B Preferred. Any declared but unpaid dividends on any a share of Series B Preferred that is converted into Common pursuant Stock as determined in good faith by the Board of Directors, or round-up to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such the next whole number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender the certificate or certificates therefor, duly endorsedshares, at the office of the Corporation or of any transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether Corporation’s option. Whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Series B Preferred, a certificate or certificates for the number of shares of Common to which he shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Common. Such conversion shall would be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common issuable upon such conversion shall be treated for all purposes as determined on the record holder or holders basis of such the total number of shares of Series C Convertible Preferred Stock the Holder is at the time converting into Common Stock and the aggregate number of shares of Common on Stock issuable upon such dateconversion. Upon Certificates representing the conversion of any outstanding shares of Series B C Convertible Preferred into Common pursuant to this Section 5Stock shall have the following legend: THE HOLDER AND ANY ASSIGNEE OR TRANSFEREE, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B PreferredBY ACCEPTANCE OF THIS STOCK CERTIFICATE, ACKNOWLEDGE AND AGREE THAT, PURSUANT TO THE CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C CONVERTIBLE PREFERRED STOCK, THE NUMBER OF SHARES REFLECTED ON THE FACE OF THIS CERTIFICATE MAY NOT BE THE ACTUAL NUMBER OF SHARES HELD BY THE HOLDER OR ASSIGNEE. PLEASE INQUIRE WITH THE COMPANY AS TO THE ACTUAL NUMBER OF SHARES EVIDENCED BY THIS CERTIFICATE.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series A Preferred Stock or Series B Preferred Stock shall be entitled to convert the same into full shares of CommonCommon Stock, he such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the Series A Preferred Stock or Series B PreferredPreferred Stock, and shall give written notice to this corporation at its principal corporate office, of the Corporation at such office that he elects election to convert the same; provided, however, that same and shall state therein the name or names in which the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether certificate or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the for shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesbe issued. The Corporation This corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series A Preferred Stock or Series B PreferredPreferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which he such holder shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Commonaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock or Series B Preferred Stock to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), 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 on Stock as of such date. Upon If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, the conversion may, at the option of any outstanding shares of holder tendering Series A Preferred Stock or Series B Preferred into Common Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to this Section 5such offering, all such shares in which event the person(s) entitled to receive the Common Stock upon conversion of the Series A Preferred Stock or Series B Preferred Stock 5 30 shall resume the status of authorized but unissued shares of not be deemed to have converted such Series A Preferred Stock or Series B PreferredPreferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B D2 Preferred Stock in certificated form shall be entitled to convert the same into full shares of CommonCommon Stock, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B PreferredD2 Preferred Stock, and shall give written notice to the Corporation at such office that he elects its principal corporate office, of the election to convert the same; provided, however, that same and shall state therein the name or names in which the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding certificate or certificates for shares of all Common Stock are to be issued. Before any holder of Series B D2 Preferred Stock in book-entry form shall be converted automatically without any further action by entitled to convert the holders same into shares of such shares and whether or not Common Stock, he shall comply with the certificates representing such shares are surrendered to procedures of the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing depositary for the shares of Common issuable upon Series D2 Preferred Stock held by such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesHolder. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series B PreferredD2 Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the full number of shares of Common Stock to which he such holder shall be entitled as aforesaid aforesaid. In case any Series D2 Preferred Stock share certificate shall be surrendered for partial conversion, the Corporation shall execute and a check payable deliver to the holder Holder of the Series D2 Preferred Stock so surrendered, without charge to such Holder, a new share certificate in an aggregate Adjusted Stated Value equal to the aggregate amount unconverted portion of any cash amounts payable as the result of a conversion into fractional shares of Commonsurrendered certificate. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of on which the shares of Series B Preferred to be converted, or requirements set forth in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be)this Section 6(d) have been satisfied, 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 on Stock as of such date. Upon If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any outstanding shares holder tendering such Series D2 Preferred Stock for conversion, be conditioned upon the closing with the underwriters of Series B Preferred into Common the sale of securities pursuant to this Section 5such offering, all in which event the person(s) entitled to receive Common Stock upon conversion of such shares Series D2 Preferred Stock shall not be deemed to have converted such Series D2 Preferred Stock until immediately prior to the closing of Series B Preferred shall resume the status such sale of authorized but unissued shares of Series B Preferredsecurities.

Mechanics of Conversion. No fractional shares In order to convert the Outstanding Balance, Holder shall deliver to the Maker a written Election to Convert (the form of which is attached hereto as Exhibit B). Upon receipt of the written Election to Convert, the Maker shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, and in such name or names as the Holder may designate, certificate(s) evidencing the full number of Common ----------------------- shall be issued Stock so purchased upon conversion of Series B Preferredthe Promissory Note. Such Common Stock shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such securities as of the date of delivery of the Election to Convert, notwithstanding that the certificate(s) representing such securities shall not actually have been delivered or that the securities transfer books of the Maker shall then be closed. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), that the outstanding shares of all Series B Preferred shall be converted automatically without any further action Common Stock of the Maker hereafter is restructured or revised by recapitalization, reclassification, combination, split or split-up or dividend, the holders aggregate number and kind of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic Stock subject to conversion unless either the certificates evidencing such shares of Series B Preferred are delivered under this Promissory Note shall be adjusted appropriately, both as to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Series B Preferred, a certificate or certificates for the number of shares of Common to which he shall Stock and the Conversion Price. No fractional share of Common Stock will be entitled as aforesaid and a check payable issued upon conversion, but any fractional share of Common Stock will be rounded up to the holder in the aggregate amount nearest whole share of Common Stock. In case of any cash amounts payable as the result of a conversion into fractional shares of Common. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender sale exchange, tender offer, redemption or buyout of the shares Maker’s Common Stock, or any consolidation of Series B Preferred to be convertedthe Maker with or merger of the Maker into another corporation, or in the case of automatic conversion on the date any sale, transfer or lease to another corporation of all or substantially all other property of the closing of Maker, the offering Maker or the effective date of such written consent (successor or purchasing corporation, as the case may be), and shall execute with the person Holder an agreement that the Holder shall have the right thereafter, upon payment of the Conversion Price in effect immediately prior to such action, to convert this Promissory Note, on the same basis which it would have or persons have been entitled to receive after the shares happening of Common issuable upon such consolidation, merger, sale, transfer or lease had such conversion been accomplished immediately prior to such action. Such agreement shall provide for adjustments, which shall be treated for all purposes as nearly equivalent as may be practicable to the record holder adjustments provided herein. These provisions shall similarly apply to successive consolidations, mergers, sales, transfers or holders of such shares of Common on such dateleases. Upon This Promissory Note may be prepaid at any time prior to the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B PreferredMaturity Date.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of shares of Series B A Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series E Preferred Stock shall be entitled to convert the same any of such shares into full shares of CommonCommon Stock, he such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred, Preferred Stock and shall give written notice by mail, postage prepaid, or hand delivery, to the Corporation at such office that he elects its principal corporate office, of the election to convert the same; provided, however, that same and shall state therein the name or names in which the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding certificate or certificates for shares of all Series B Preferred shall Class A Common Stock are to be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesissued. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder holders of shares of Series B PreferredA Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series E Preferred Stock, as the case may be, or to the nominee or nominees of such holders, a certificate or certificates for the number of shares of Class A Common Stock to which he such holder shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Commonaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B A Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series E Preferred Stock to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or 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 on Stock as of such date. Upon If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any outstanding shares holder tendering the Series A Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series E Preferred Stock for conversion, be conditioned upon the closing with the underwriter of Series B Preferred into Common the sale of securities pursuant to this Section 5such offering, all in which event the person(s) entitled to receive Class A Common Stock issuable upon such shares conversion of the Series B A Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series E Preferred Stock, as the case may be, shall resume not be deemed to have converted such Preferred Stock until immediately prior to the status closing of authorized but unissued shares such sale of Series B Preferredsecurities.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B C Preferred Stock shall be entitled to convert or partially convert the same into full shares of CommonVoting Common Stock pursuant to Article V(A), he the holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred, C Preferred Stock and shall give written notice by mail, postage prepaid, to the Corporation at such office that he elects its principal executive office, of the election to convert the same; provided, however, that same and shall state therein the number of shares to be converted and the name or names in which the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding certificate or certificates for shares of all Series B Preferred shall Voting Common Stock are to be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesissued. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series B PreferredC Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Voting Common Stock to which he such holder shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts amount payable as the result of a conversion into of a fractional shares share of CommonVoting Common Stock and any accrued or declared but unpaid dividends on the converted Series C Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B C Preferred Stock to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Voting Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Voting Common on Stock as of such date. Upon the conversion of any outstanding shares surrender by the holder of Series B C Preferred into Common pursuant to this Section 5Stock of the certificate representing the stock being converted, all such shares of Series B C Preferred Stock shall resume not thereafter be transferred on the status books of authorized but unissued the Corporation or be deemed to be outstanding for any purpose whatever. If such holder does not convert all of the Series C Preferred Stock represented by the surrendered certificate or certificates, the Corporation shall, as soon as practicable, issue and deliver to such holder a certificate for the number of shares of Series B PreferredC Preferred Stock not converted.

Mechanics of Conversion. The conversion rights of holders of shares of Series A Preferred Stock shall be exercised by giving written notice that the holder elects to convert a stated number of shares of Series A Preferred Stock into Class A Common Stock to the corporation at its principal office (or such other office or agency of the corporation as the corporation may designate by notice in writing to the holders of shares of Series A Preferred Stock). Before any holder of shares of Series A Preferred Stock shall be entitled to convert the same into shares of Class A Common Stock and to receive certificates therefor, the holder shall surrender the certificate or certificates representing the shares of Series A Preferred Stock to be converted, duly endorsed, at the principal office of the corporation (or such other office or agency of the corporation as the corporation may designate by notice in writing to the holders of Series A Preferred Stock) (or shall notify the corporation that such certificate has been lost, stolen or destroyed and shall execute an agreement satisfactory to the corporation to indemnify the corporation for any loss it may incur in connection with such lost, stolen or destroyed certificate), and shall give written notice to the corporation at such office specifying the name or names in which such holder wishes the certificate or certificates for shares of Class A Common Stock to be issued if different from the name of such holder shown on the books and records of the corporation. No fractional shares of Class A Common ----------------------- Stock shall be issued upon conversion of shares of Series B PreferredA Preferred Stock. In lieu of any fractional shares share to which the holder would otherwise be entitled, the Corporation shall corporation may, in its sole discretion, elect to pay a cash amount equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesPrice. The Corporation corporation shall, as soon as practicable after delivery of such deliverycertificate or certificates, or after such agreement and indemnificationindemnification in the case of lost, stolen or destroyed certificate or certificates, issue and deliver at such office to such holder of shares of Series B Preferred, A Preferred Stock a certificate or certificates for the number of shares of Class A Common Stock to which he such holder shall be entitled as aforesaid and aforesaid, and, if the corporation elects not to issue fractional shares, a check payable to the holder in the aggregate amount of any cash amounts payable as the result in lieu of a conversion into fractional shares share of CommonClass A Common Stock resulting from the conversion. Such conversion shall be deemed to have been made immediately prior to the close of business (the "Conversion Date") on the date of such surrender of the certificate or certificates representing the shares of Series B A Preferred Stock to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the certificate or certificates for 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 on such date. Upon the conversion The corporation shall not be obligated to pay any dividends which shall have been declared and shall be payable to holders of any outstanding shares of Series B A Preferred into Common pursuant Stock on a dividend payment date if the dividend record date for such dividend is subsequent to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B PreferredConversion Date.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B A Preferred shall be entitled to voluntarily convert the same into full shares of CommonCommon Stock, he the holder shall surrender the a certificate or certificates therefortherefor (or, if such holder alleges that such certificate has or certificates have been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate(s)), duly endorsed, at the office of the Corporation Company or of any transfer agent for the Series B A Preferred, and shall give written notice to the Corporation Company at such office that he elects its principal corporate office, of the election to convert the same; provided, however, that same and shall state therein the name or names in which the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the certificate(s) for shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesbe issued. The Corporation Company shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series B 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 he such holder shall be entitled as aforesaid and a check payable to shall promptly pay (i) at the holder election of the Company, in cash or in shares of Common Stock (at the aggregate amount fair market value of the Common Stock as determined in good faith by the Board (which determination shall include at least one director nominated by the holders of Series A Preferred) as of the date of such conversion), any then unpaid Series A Cumulative Dividends on the shares of Series Preferred being converted and (ii) in cash (at the fair market value of the Common Stock as determined in good faith by the Board (which determination shall include at least one director nominated by the holders of Series A Preferred) as of the date of such conversion) the value of any cash amounts payable as the result fractional share of a conversion into fractional shares Common Stock otherwise issuable to any holder of CommonSeries A Preferred so converting. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B A Preferred to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), 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 on Stock as of such date. Upon If the conversion is in connection with an underwritten offering of securities registered pursuant to the Act, the conversion may, at the option of any outstanding holder tendering Series A Preferred for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the persons entitled to receive the Common Stock upon conversion of the Series A Preferred shall not be deemed to have converted such Series A Preferred until immediately prior to the closing of such sale of securities. If the conversion is in connection with automatic conversion provisions of Section 4(b)(ii) above, such conversion shall be deemed to have been made on the conversion date described in the stockholder consent approving such conversion, and the persons entitled to receive shares of Series B Preferred into Common pursuant to this Section 5, Stock issuable upon such conversion shall be treated for all purposes as the record holders of such shares of Series B Preferred shall resume the status Common Stock as of authorized but unissued shares of Series B Preferredsuch date.

Mechanics of Conversion. No fractional In order for a holder of Class B Common Stock to voluntarily convert shares of Class B Common ----------------------- shall be issued upon conversion Stock into shares of Series B Preferred. In lieu of any fractional shares to which the Class A Common Stock, such holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion (i) in the case of such share of Series B Preferredcertificated shares, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series Class B Preferred are delivered to the Corporation or its transfer agent as provided aboveCommon Stock (or, or the if such registered holder notifies the Corporation or its transfer agent alleges that such certificates have certificate has been lost, stolen or destroyed destroyed, a lost certificate affidavit and executes an agreement satisfactory reasonably acceptable to the Corporation to indemnify the Corporation from against any loss incurred claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Class B Common Stock (or at the principal office of the Corporation, if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Class B Common Stock represented by it such certificate (or lost certificate affidavit and agreement) and, if applicable, any event on which such conversion is contingent and, (ii) in connection with the case of book entry shares, deliver to the office of the transfer agent for the Class B Common Stock (or the principal office of the Corporation, if the Corporation serves as its own transfer agent), a written notice that such certificatesholder elects to convert all or any number of the shares of the Class B Common Stock represented by such book entry and, if applicable, any event on which such conversion is contingent. Such notice shall state such holder’s name and/or the name(s) of the nominee(s) in which such holder wishes the certificate or certificates and/or book entry and/or book entries for shares of Class A Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or such holder’s attorney duly authorized in writing. The close of business on (i) the date of receipt by the transfer agent (or by the Corporation, if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and/or such notice or (ii) the date on which the event on which such conversion is contingent occurs shall be the time of conversion (the “Conversion Time”), and the shares of Class A Common Stock issuable upon conversion of the shares represented by such certificate or book entry shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after such deliverythe Conversion Time, or after such agreement and indemnification, (i) issue and deliver at such office to such holder of Series B PreferredClass A Common Stock, and/or to such holder’s nominee(s), a certificate or certificates certificates, and/or make (or instruct the Corporation’s transfer agent to make) for the benefit such holder of Class A Common Stock, or for the benefit of such holder’s nominee(s), a book entry or book entries, for the number of shares of Class A Common to which he shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Common. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated in accordance with the provisions hereof, and a certificate or book entry for all purposes as the record number (if any) of the remaining shares of Class B Common Stock represented by the surrendered certificate or book entry that were not converted into Class A Common Stock, and (ii) pay to the holder or holders of such Class A Common Stock as of the date immediately preceding the ex-dividend date, or to such holder’s nominee(s), all declared but unpaid dividends on the shares of Class B Common on such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B PreferredStock converted.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. (i) In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price order for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any a holder of Series B Preferred shall be entitled Stock to convert the same into full shares of CommonSeries B Preferred Stock into shares of Common Stock, he such holder shall surrender the certificate or certificates therefor, duly endorsedfor such shares of Series B Preferred Stock, at the office of the Corporation or of any transfer agent for the Series B PreferredPreferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), and shall give together with written notice to the Corporation at that such office that he holder elects to convert all or any number of the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all the Series B Preferred Stock represented by such certificate or certificates. Such notice shall be converted automatically without any further action by state such holder's name or the holders names of the nominees in which such shares and whether holder wishes the certificate or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the for shares of Common issuable upon such automatic Stock to be issued. If required by the Corporation, certificates surrendered for conversion unless either the certificates evidencing such shares shall be endorsed or accompanied by a written instrument or instruments of Series B Preferred are delivered to the Corporation or its transfer agent as provided abovetransfer, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement in form satisfactory to the Corporation to indemnify Corporation, duly executed by the registered holder or his or its attorney duly authorized in writing. The date of receipt of such certificates and notice by the transfer agent (or by the Corporation from any loss incurred by it in connection with such certificatesif the Corporation serves as its own transfer agent) shall be the conversion date ("Conversion Date"). The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthe Conversion Date, issue and deliver at such office to such holder of Series B PreferredPreferred Stock, or to his or its nominees, a certificate or certificates for the number of shares of Common Stock to which he such holder shall be entitled entitled, together with cash in lieu of any fraction of a share. (ii) The Corporation shall at all times when the Series B Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series B Preferred Stock, such number of its duly authorized shares of Common Stock as aforesaid and a check payable shall from time to time be sufficient to effect the holder conversion of all outstanding Series B Preferred Stock. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, the Corporation will take any corporate action which may, in the aggregate amount opinion of any cash amounts payable as its counsel, be necessary in order that the result of a conversion into fractional Corporation may validly and legally issue fully paid and nonassessable shares of CommonCommon Stock at such adjusted Conversion Price. Such conversion shall be deemed to have been made immediately prior to the close of business (iii) Upon any such conversion, all accrued and unpaid dividends on the date of such surrender of the shares of Series B Preferred to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common issuable upon such Stock surrendered for conversion shall be treated for all purposes as paid to the record holder or holders of such shares of Common on such datethereof. Upon the conversion of any outstanding (iv) All shares of Series B Preferred into Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate on the Conversion Date, except only the right of the holders thereof to receive shares of Common pursuant to this Section 5, all such Stock in exchange therefor and payment of any dividends declared but unpaid thereon. Any shares of Series B Preferred Stock so converted shall resume be retired and cancelled and shall not be reissued, and the status Corporation (without the need for stockholder action) may from time to time take such appropriate action as may be necessary to reduce the authorized Series B Preferred Stock accordingly. (v) The Corporation shall pay any and all issue and other taxes that may be payable in respect of authorized but unissued any issuance or delivery of shares of Common Stock upon conversion of shares of Series B Preferred.Preferred C-4

Mechanics of Conversion. (h) Conversion of Preference Shares to Ordinary Class Shares. No fractional shares of Common ----------------------- Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares shall be issued upon conversion of Series B Preferredthe Preference Shares. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation Company shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversionPrice. Before any holder of Series B Preferred Preference Shares shall be entitled to convert the same into full shares of CommonSeries A Ordinary Shares, he Series B1 Ordinary Shares or Series B2 Ordinary Shares, it shall surrender the certificate or certificates therefor, duly endorsedif any, at the office of the Corporation Company or of any transfer agent for the Series B PreferredPreference Shares, and shall give written notice to the Corporation Company at such office that he it elects to convert the same; providedsuch number of Preference Shares, however, that as specified in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesnotice. The Corporation Company shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series B Preferred, Preference Shares a certificate or certificates for the number of shares of Common Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares to which he it shall be entitled as aforesaid or, in lieu thereof, evidence that such number of Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares has been recorded in the Register as held by such holder, and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of CommonSeries A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Preference Shares to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Series A Ordinary Shares, Series B1 Ordinary Shares or Series B2 Ordinary Shares on such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B Preferred.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series A Preferred ----------------------- Stock, Series B Preferred Stock or Series C Preferred Stock shall be entitled to convert the same into full shares of CommonCommon Stock, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the Series B Preferredparticular series of Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the Corporation at such office that he elects election to convert the same; provided, however, that same and shall state therein the name or names in which the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether certificate or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the for shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesbe issued. The Corporation This corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series A Preferred Stock, Series B PreferredPreferred Stock and/or Series C Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which he such holder shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Commonaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), 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 on Stock as of such date. Upon If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act, the conversion may, at the option of any outstanding shares of holder tendering Series A Preferred Stock, Series B Preferred into Common Stock and/or Series C Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to this Section 5such offering, all in which event the person(s) entitled to receive the Common Stock issuable upon such shares conversion of the Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock shall resume the status of authorized but unissued shares of not be deemed to have converted such Series A Preferred Stock, Series B PreferredPreferred Stock and/or Series C Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. No fractional shares of Common ----------------------- Stock shall be issued upon conversion of Series B Preferredthe Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series fair value of Series B Preferred. Any declared but unpaid dividends on any a share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred in good faith by the Series B Conversion Price in effect at Board of Directors of the time of conversionCorporation. Before any holder of Series B Preferred Stock shall be entitled to convert the same into full shares of CommonCommon Stock and to receive certificates therefor, he such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred, Preferred Stock and shall give written notice to the Corporation at such office that he elects to convert the same; provided. The Corporation shall, howeveras soon as practicable thereafter (but in any event within five (5) business days thereafter), that issue and deliver at such office to such holder of Preferred Stock a certificate or certificates for the number of shares of Common Stock to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. Upon the occurrence of any event of an automatic conversion pursuant specified in Section 4(b), but subject to -------- ------- Section 5(b5(g), the outstanding shares of all Series B Preferred Stock shall be converted into Common Stock automatically without the need for any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, furtherhowever, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred Stock are either delivered to the Corporation or its transfer agent as provided abovebelow, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Series B Preferred, a certificate or certificates for the number of shares of Common to which he shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Common. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common on such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B Preferred.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred Stock shall be entitled to voluntarily convert the same into full shares of CommonCommon Stock, he or she shall surrender the certificate or certificates therefor, duly endorsed, at the office of the this Corporation or of any transfer agent for the Series B PreferredPreferred Stock, and shall give written notice to the this Corporation at such office that he elects its principal corporate office, of the election to convert the same; provided, however, that same and shall state therein the name or names in which the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether certificate or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the for shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesbe issued. The This Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series B PreferredPreferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which he such holder shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Commonaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Stock to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), 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 on Stock as of such date. Upon If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act the conversion may, at the option of any outstanding shares of holder tendering Series B Preferred into Common Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to this Section 5such offering, in which event the persons entitled to receive the Common Stock upon conversion of the Series B Preferred Stock shall not be deemed to have converted such 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 6(b)(ii) above, such conversion shall be deemed to have been made on the conversion date described in the stockholder consent approving such conversion, and the persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such shares of Series B Preferred shall resume the status Common Stock as of authorized but unissued shares of Series B Preferredsuch date.

Mechanics of Conversion. No fractional shares Upon the date of Common ----------------------- shall be issued upon conversion consummation of Series B Preferred. In lieu of any fractional shares to which a Qualified Public Offering (the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B “Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(bDate”), the outstanding shares of all Series B Preferred Units shall be converted into the property referred to in subparagraph 4(b) automatically without any further action by the Company or the holders of such shares Units and whether or not the certificates representing such shares Units are surrendered to the Corporation Company or its transfer agentagent for the Series B Preferred Units; provided, further, -------- ------- provided that the Corporation Company shall not be obligated to issue to any holder certificates evidencing representing the shares of Common Units issuable upon such automatic conversion unless either certificates representing the certificates evidencing such shares of Series B Preferred Units, endorsed directly or through unit powers to the Company or in blank and accompanied with appropriate evidence of the signatory’s authority, are delivered to the Corporation Company or any transfer agent of the Company for the Series B Preferred Units. If the certificate representing Common Units issuable upon conversion of the Series B Preferred Units is to be issued in a name other than the name on the face of the certificate representing such Series B Preferred Units, such certificate shall be accompanied by such evidence of the assignment and such evidence of the signatory’s authority with respect thereto as deemed appropriate by the Company or its transfer agent as provided above, for the Series B Preferred Units and such certificate shall be in proper form for transfer and endorsed directly or through unit powers to the holder notifies Person in whose name the Corporation Common Units are to be issued or its transfer agent that such certificates to the Company or in blank. Conversion shall be deemed to have been lost, stolen or destroyed and executes an agreement satisfactory effected on the date of consummation of the Qualified Public Offering. Subject to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shallprovisions of subparagraph 4(e)(vi), as soon promptly as practicable after the Conversion Date (and after surrender of the certificate or certificates representing the Series B Preferred Units to the Company or any transfer agent of the Company for the Series B Preferred Units in the case of any such deliveryconversion), or after such agreement and indemnification, the Company shall issue and deliver at such office to or upon the written order of such holder of Series B Preferred, a certificate or certificates for the number of shares of full Common Units to which he shall be such holder is entitled as aforesaid and a check payable upon such conversion, rounded to the holder nearest whole Common Unit. The Person in whose name the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Common. Such conversion certificate or certificates for Common Units are to be issued shall be deemed to have been made immediately prior to the close become a holder of business record of such Common Units on the date of such surrender of the shares of Series B Preferred to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common on such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B PreferredConversion Date.

Mechanics of Conversion. No fractional Each holder of Series A Preferred who desires to convert the same into shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common Stock pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B A Preferred, and shall give written notice to the Corporation at such office that he such holder elects to convert the same; provided, however, that in . Such notice shall state the event number of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B A Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; providedbeing converted. Thereupon, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, promptly issue and deliver at such office to such holder of Series B Preferred, a certificate or certificates for the number of shares of Common Stock to which he such holder is entitled and shall be entitled as aforesaid and a check payable promptly pay (i) in cash or in Common Stock (at the average daily closing price of the shares of the Common Stock (on its principal trading market), rounded to two decimal places, for the ten (10) trading days immediately ending the two business days prior to the holder date of such conversion (the "Current Market Value") or in the aggregate amount event that the Common Stock is not publicly traded on the American Stock Exchange or other national securities exchange, Common Stock's fair market value determined in good faith by the Board (the "Fair Market Value") as of the date of such conversion), at the option of the Corporation, any accumulated but unpaid dividends on the shares of Series A Preferred being converted and (ii) in cash (at the Current Market Value as of the date of such conversion or in the event that the Common Stock is not publicly traded on the American Stock Exchange or other national securities exchange, the Fair Market Value as of the date of conversion) the value of any cash amounts payable as the result fractional share of a conversion into fractional shares Common Stock otherwise issuable to any holder of CommonSeries A Preferred. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series B A Preferred to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B Preferred.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B ----------------------- Preferred shall Stock will be entitled to convert the same into full shares of CommonClass A Voting Common Stock, he shall such holder will surrender the certificate or certificates therefor, duly endorsed, at the office of the this Corporation or of any transfer agent for the Series B PreferredPreferred Stock, and shall he will give written notice to the Corporation at such office that he elects to convert stating the same; provided, however, that name or names in which the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding certificate or certificates for shares of all Series B Preferred shall Class A Voting Common Stock are to be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesissued. The Corporation shallThis Corporation, as soon as reasonably practicable after such deliverythereafter, or after such agreement and indemnification, will issue and deliver at such office to such holder or to the nominee or nominees of Series B Preferredsuch holder, a certificate or certificates for the number of shares of Class A Voting Common Stock to which he shall such holder will be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Commonaforesaid. 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 Series B Preferred holder to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be)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 on such date. Upon If the conversion is in connection with the Initial Public Offering, the conversion will be conditioned upon the closing with the underwriter of any outstanding shares the sale of securities pursuant to such offering, in which event the persons entitled to receive the Class A Voting Common Stock issuable upon such conversion of the Series B Preferred into Common pursuant Stock shall not be deemed to this Section 5, all have converted such shares of Series B Preferred shall resume Stock until immediately prior to the status closing of authorized but unissued shares such sale of Series B Preferredsecurities.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred A Stock shall be entitled to voluntarily convert the same into full shares of CommonCommon Stock or Series A Preferred Stock, he as applicable, he, she or it shall surrender the certificate or certificates therefor, duly endorsed, at the office of the this Corporation or of any transfer agent for the Series B PreferredA Stock, and shall give written notice to the this Corporation at such office that he elects its principal corporate office, of the election to convert the same; provided, however, that same and shall state therein the name or names in which the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether certificate or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the for shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesbe issued. The This Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series B PreferredA Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock or Series A Preferred Stock, as applicable, to which he such holder shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Commonaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred A Stock to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common Stock or Series A Preferred Stock, as applicable, issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common on Stock or Series A Preferred Stock, as applicable, as of such date. Upon If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any outstanding holder tendering Series A Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the persons entitled to receive the Common Stock upon conversion of the Series A Stock shall not be deemed to have converted such Series A Stock until immediately prior to the closing of such sale of securities. If the conversion is in connection with the provisions of subsection 5(a)(ii) or 5(b)(ii) above, such conversion shall be deemed to have been on the conversion date described in this Corporation’s notice to each holder of Series A Stock. All persons entitled to receive shares of Series B Preferred into Common pursuant to this Section 5, Stock issuable upon such conversion shall be treated for all purposes as the record holders of such shares of Series B Preferred shall resume the status Common Stock as of authorized but unissued shares of Series B Preferredsuch date.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock shall be entitled to convert the same into full shares of CommonCommon Stock pursuant to subsection 4.2.4(a), he such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the this Corporation or of any appointed transfer agent for the Series B Preferredagent, and shall give written notice to the this Corporation at its principal corporate office of such office that he elects holder’s election to convert the same; provided, howeverand 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, that as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid and shall promptly pay 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 of the date of such conversion), any declared and unpaid dividends on the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock being converted. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock to be converted, 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. In the event of an automatic conversion pursuant to -------- ------- Section 5(bsubsection 4.2.4(b), the outstanding shares of all Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- provided that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless either the certificates evidencing such shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Upon the occurrence of the automatic conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock, the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock shall surrender the certificates representing such shares at the office of the Corporation shallor any appointed transfer agent. Thereupon, as soon as practicable after there shall be issued and delivered to such delivery, or after such agreement and indemnification, issue and deliver holder promptly at such office to and in its name as shown on such holder of Series B Preferredsurrendered certificate or certificates, a certificate or certificates for the number of shares of Common to Stock into which he shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Common. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock, Series B Preferred to be convertedStock, or in the case of automatic conversion Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock surrendered were convertible on the date on which such automatic conversion occurred, and any declared and unpaid dividends shall be paid in accordance with the provisions above. If the conversion is in connection with a Qualified Public Offering, the conversion may, at the option of any holder tendering Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the closing sale of the offering or the effective date of securities pursuant to such written consent (as the case may be)offering, and in which event the person or persons entitled to receive the shares of Common issuable Stock upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common on such date. Upon the conversion of any outstanding shares of Series A Preferred Stock, Series B Preferred into Common pursuant Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock shall not be deemed to this Section 5have ‘converted such Series A Preferred Stock, all such shares of Series B Preferred shall resume Stock, Series C Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock until immediately prior to the status closing of authorized but unissued shares such sale of Series B Preferredsecurities.

Mechanics of Conversion. No fractional shares Conversion of Common ----------------------- shall the Class A Preferred Shares may be issued upon conversion of Series B Preferred. In lieu effected by the surrender to the Company of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender the certificate or certificates therefor, duly endorsed, at the office issued in respect of the Corporation or of any transfer agent for the Series B Preferred, and shall give such Class A Preferred Shares to be converted accompanied by a written notice to the Corporation at stating that such office that he holder of Class A Preferred Shares elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders or a specified whole number of such shares in accordance with the provisions hereof and whether specifying the name or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it names in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to which such holder of Series B Preferred, a Class A Preferred Shares wishes the certificate or certificates for the Common Shares to be issued. If Class A Preferred Shares represented by more than one shall be surrendered for conversion at one time by the same holder of Class A Preferred Shares, the number of full Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares elected to be so surrendered. In case such notice shall specify a name or names other than that of such holder of Class A Preferred Shares, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of Common Shares in such name or names. Other than such taxes, the Company will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of the Common Shares on conversion of the Class A Preferred Shares. As promptly as practicable and, in any event, within no more than five Business Days after the surrender of such certificate or certificates and the receipt of such notice relating thereto and, if applicable, payment of all transfer taxes (or the demonstration to the satisfaction of the Company that any such taxes have been paid), the Company shall issue and allot the relevant Common Shares, update the Company’s register of members to reflect such issuance and deliver or cause to be delivered to the converting holder(s) (i) certificates in respect of the number of validly issued, fully paid and non-assessable full Common Shares to which he such holder of Class A Preferred Shares shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of entitled, (ii) any cash amounts payable as the result owing in lieu of a conversion into fractional Common Share and (iii) if fewer than the full number of Class A Preferred Shares evidenced by the surrendered certificate or certificates are being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of Commonshares being converted. Such conversion Upon such conversion, the Class A Preferred Shares being converted shall no longer be deemed outstanding and the rights of such holder thereof (including the right of such holder to have been made immediately prior to receive any accumulated and unpaid Stated Dividends on such Class A Preferred Shares and any accumulated Stated Dividends from the close of business on most recent Dividend Payment Date preceding the date of such surrender of conversion) as to the shares of Series B Class A Preferred Shares being converted shall cease except for the right to be converted, or receive Common Shares in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be)accordance herewith, and the person or persons entitled to receive the shares of Common issuable upon such conversion Shares shall be treated for all purposes other as having become the record holder or holders of such shares of Common on Shares at such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B Preferredtime.

Mechanics of Conversion. No fractional shares of Common ----------------------- Stock shall be issued upon conversion of Series B PreferredDebentures. In lieu of any fractional shares to which the holder Holder would otherwise be entitled, the Corporation Company shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series fair market value of Series B Preferred. Any declared but unpaid dividends on any a share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the amount Board of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversionDirectors. Before any holder Holder of Series B Preferred Debentures shall be entitled to convert the same into full shares of CommonCommon Stock, he shall surrender the certificate or and to receive certificates therefor, such Holder shall notify the Company in writing or by Facsimile or electronic communication (the “Conversion Notice”) that the Holder elects to convert one or more Debentures and (i) agree to surrender Debentures, duly endorsed, at the office of the Corporation Company or of any transfer agent for the Series B Preferred, and shall give written notice to Common Stock when fully paid or converted (ii) notify the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation Company or its transfer agent that such certificates Debentures have been lost, stolen or destroyed and executes an agreement satisfactory agrees to execute and deliver to the Corporation Company or its transfer agent and agreesatisfactory to the Company to indemnify the Corporation Company from any loss incurred by it in connection with such certificatesDebentures, and agree to surrender Debentures, duly endorsed, at the office of the Company or of any transfer agent for the Common Stock when fully paid or converted. The Corporation Company shall, as soon as practicable within three (3) business days after such delivery, or after such agreement and indemnificationreceipt of the Conversion Notice, issue and deliver at such office to such holder of Series B PreferredHolder, a certificate or certificates for the number of shares of Common Stock to which he such Holder shall be entitled as aforesaid and a check payable to the holder Holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Common. Such Common Stock; provided, however, that if the conversion shall be deemed to have been made immediately prior is in connection with an underwritten offer of securities registered pursuant to the close of business on the date of such surrender Securities Act or a merger, sale or liquidation of the shares Company, the conversion may, at the option of Series B Preferred to any Holder tendering Debentures for conversion, be converted, or in the case of automatic conversion on the date of conditioned upon the closing of such transaction, in which event the offering or the effective date of such written consent (as the case may be), and the person or persons person(s) entitled to receive the shares of Common Stock issuable upon such conversion shall not be treated for all purposes as deemed to have converted such Debentures until immediately prior to the record holder or holders closing of such transaction. In the event that the certificate or certificates for the number of shares of Common on Stock to which such date. Upon Holder shall be entitled upon conversion shall not be timely delivered as required in this paragraph, or within one day thereafter, the conversion Company shall pay to each Holder whose certificates were not timely delivered, upon written demand therefore, an amount equal to $100.00 for each $10,000 of any outstanding shares principal amount of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume Debentures for each delay per day beyond the status of authorized but unissued shares of Series B Preferreddelivery date specified above (as liquidated damages and not as a penalty).

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B A ----------------------- Preferred Stock shall be entitled to voluntarily convert the same into full shares of CommonCommon Stock, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the Series B PreferredA Preferred Stock, and shall give written notice to this corporation at its principal corporate office, of the Corporation at such office that he elects election to convert the same; provided, however, that same and shall state therein the name or names in which the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether certificate or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the for shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesbe issued. The Corporation This corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series B PreferredA 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 he such holder shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Commonaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B A Preferred Stock to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), 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 on Stock as of such date. Upon In the event of an automatic conversion of any pursuant to Sections 3(b), the outstanding shares of Series B A Preferred into Stock shall be converted automatically without any further action by the holder of such shares and whether or not the certificates representing such shares are surrendered to the corporation or its transfer agent, and provided further, that the corporation shall not be obligated to issue certificates evidencing the shares of Common pursuant to this Section 5Stock issuable upon such automatic conversion, all unless the certificates evidencing such shares of Series B A Preferred Stock are delivered to the corporation or its transfer agent as provided herein. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Act, as aforesaid, the conversion may, at the option of any holder tendering Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the Series A Preferred Stock shall resume not be deemed to have converted such Series A Preferred Stock until immediately prior to the status closing of authorized but unissued shares such sale of Series B Preferredsecurities.

Mechanics of Conversion. No fractional shares of Common ----------------------- Stock shall be issued upon conversion of Series B PreferredA Convertible Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by a fair and reasonable conversion price to be determined by the then effective Series B Conversion Price Board of Directors solely for such series calculating payments due for fractional shares. No shares of Series B Preferred. Any Common Stock will be issued in respect of accrued or declared but and unpaid dividends on any share the Series A Convertible Preferred Stock; however, except in the case of Series B Preferred that is converted into Common pursuant to this Section 5 shallan Automatic Conversion on Public Offering as set forth in subparagraph 6.2 above, simultaneously upon the Corporation shall remain liable after conversion of such share of any Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but A Convertible Preferred Stock for cumulative unpaid dividends accrued on such converted share of Series B A Convertible Preferred by the Series B Conversion Price in effect at Stock prior to the time of conversion. Before any holder of Series B A Convertible Preferred Stock shall be entitled to convert the same into full shares of CommonCommon Stock, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent and, except for the Series B Preferredautomatic conversion pursuant to subparagraph 6.2 above, and shall give written notice (the "Conversion Notice") to the Corporation Corporation, at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, thereafter issue and deliver at such office or cause to be issued and delivered to such holder of Series B PreferredA Convertible Preferred Stock, at such office or at such other place as the holder shall specify in the Conversion Notice, a certificate or certificates for the number of shares of Common Stock, to which he shall be entitled as aforesaid and a check payable to aforesaid, registered in the name of such holder or in such other name as the holder shall specify in the aggregate amount of any cash amounts payable aforementioned written notice. Except as the result of a conversion into fractional shares of Common. Such set forth in subparagraph 6.2 above, such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B A Convertible Preferred Stock to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B Preferred.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B D Preferred Stock shall be entitled to voluntarily convert the same into full shares of CommonCommon Stock, he or she shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation this corporation or of any transfer agent for the Series B PreferredD Preferred Stock, and shall give written notice to this corporation at its principal corporate office, of the Corporation at such office that he elects election to convert the same; provided, however, that same and shall state therein the name or names in which the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether certificate or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the for shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesbe issued. The Corporation This corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series B PreferredD 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 he such holder shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Commonaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B D Preferred Stock to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), 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 on Stock as of such datedate (the “Conversion Time”). Upon a Mandatory Conversion, each holder of record of Series D Preferred Stock converted pursuant to subsection (b) of this Section 3B shall be sent written notice of such Mandatory Conversion (which, for the conversion avoidance of doubt, need not be sent in advance of the Mandatory Conversion Time) at each such holder’s respective address as it appears on the transfer books of this corporation; provided, however, that neither the failure to provide such notice nor any outstanding defect therein shall affect the validity of the Mandatory Conversion. The shares of Series B D Preferred into Common Stock converted pursuant to subsection (b) of this Section 5, all 3B shall be converted into shares of Common Stock automatically at the Mandatory Conversion Time without regard to whether certificates representing such shares of Series B D Preferred shall resume Stock have been surrendered. Upon receipt of written notice of the status Mandatory Conversion, each holder of authorized but unissued record of shares of Series B PreferredD Preferred Stock so converted shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to this corporation to indemnify this corporation against any claim that may be made against this corporation on account of the alleged loss, theft or destruction of such certificate) to this corporation at the place designated in such notice. If so required by this corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to this corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion and the surrender of the certificate or certificates (or lost certificate affidavit and agreement) for Series D Preferred Stock so converted, this corporation shall issue and deliver to such holder, or to his, her or its nominees, a certificate or certificates for the number of shares of Common Stock issuable on such conversion in accordance with the provisions hereof.

Mechanics of Conversion. Before any holder of Series A Preferred Stock shall be entitled to convert the same into full shares of Class A Common Stock, the holder shall surrender the certificate or certificates therefor, duly endorsed for transfer, at the office of the Corporation or any transfer agent of the Corporation and shall give written notice to the Corporation at such office that such holder elects to convert the same, such notice to state the name or names and addresses to which certificates for Class A Common Stock will be issued. No fractional shares of Class A Common ----------------------- Stock shall be issued upon conversion of Series B PreferredA Preferred Stock. In lieu of any fractional shares to which the holder bolder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series fair market value of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Class A Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the amount Board of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price Directors in effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesgood faith. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series B PreferredA Preferred Stock, or to a third party such holder may designate in writing, a certificate or certificates for the number of shares of Class A Common Stock to which he such holder shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of CommonClass A Common Stock, plus unpaid dividends, if any, and if less than all the shares of the Series A Preferred Stock represented by such certificates are converted, a certificate representing the shares of Series A Preferred Stock not so converted. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B A Preferred Stock to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or 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 on such date. Upon If the conversion is in connection with an IPO, the conversion may, at the option of any outstanding shares holder surrendering Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock or other property issuable upon such conversion of the Series A Preferred Stock shall not be deemed to have converted such Series A Preferred until immediately prior to the closing of such sale of securities. Notice of such conversion in connection with an IPO shall be given by the Corporation by mail, postage pre-paid, to the holders of the Series A Preferred Stock, at their addresses shown in the Corporation’s records, at least ten (10) days prior to the closing date of the sale of such securities. On or after the closing date as specified in such notice, each holder of Series B A Preferred into Common pursuant to this Section 5, all Stock shall surrender such holder’s certificate or certificates representing such shares of Series B A Preferred Stock for the number of shares of Class A Common Stock to which such holder is entitled at the office of the Corporation or any transfer agent for the Class A Common Stock. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Preferred Stock a certificate or certificates for the number of shares of Class A Common Stock to which such holder shall resume be entitled as aforesaid, and a check payable to the status holder in the amount of authorized any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock and any declared but unissued unpaid dividends. The conversion shall be deemed to have occurred as of the close of business on the actual closing date with respect to the sale of such securities, and, notwithstanding that any certificate representing the Series A Preferred Stock to be converted shall not have been surrendered, each holder of such shares of Series B PreferredA Preferred Stock shall thereafter be treated for all purposes as the record holder of the number of shares of Class A Common Stock issuable to such holder upon such conversion.

Mechanics of Conversion. No fractional Within 60 days following receipt of a Demand Notice, Borrower may at its option elect to automatically convert the outstanding Principal Amount and unpaid accrued interest thereon as of such date into shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Borrower's Series B Preferred that is converted into Common pursuant to this Section 5 shallStock, simultaneously upon conversion of such $.10 par value per share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing (the amount of declared but unpaid dividends on such converted share of "Series B Preferred by the Series B Conversion Price Stock"), in effect accordance with this Section 7. The Borrower shall give at the time of conversion. Before any holder of Series B Preferred shall be entitled least 15 days prior notice to convert the same into full shares of Common, he shall surrender the certificate or certificates therefor, duly endorsed, at the office Lender of the Corporation or of any transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon date on which such automatic conversion unless either is to be effectuated (such date, the certificates evidencing such "Conversion Date"). The number of shares of Series B Preferred are delivered Stock (calculated to the Corporation nearest 1/100,000th of a share) to which Lender shall be entitled upon such automatic conversion shall be determined by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as of the Conversion Date by (y) the average Closing Price (as defined below) for the twenty trading days immediately prior to the Conversion Date. "Closing Price" means, the price with respect to the shares of the Borrower's Common Stock on any day, (i) the last reported sales price, or in the case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on any national securities exchange on which the shares of Common Stock are listed or admitted to trading, or (ii) if the shares of Common Stock are not listed on any national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any NYSE member firm selected from time to time by Borrower for that purpose, or (iii) if such prices in the over-the-counter market are not available, the fair market value of such shares. On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest thereon shall be converted automatically into the Series B Preferred Stock without further action by the Lender and whether or not this Note has been surrendered to Borrower or its transfer agent agent, and Lender shall be deemed to be the shareholder of record as provided aboveof the Conversion Date with respect to the Series B Preferred Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Series B Preferred Stock in the name or names in which Lender wishes such certificate or certificates for the holder notifies Series B Preferred Stock to be issued. If within fourteen (14) days of the Corporation Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such certificates have Note has been lost, stolen or destroyed and executes shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to the Corporation Borrower to indemnify the Corporation Borrower from any loss incurred by it in connection with inability of Lender to deliver such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Series B Preferred, a certificate or certificates for the number of shares of Common to which he shall be entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Common. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred to be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common on such date. Upon the conversion of any outstanding shares of Series B Preferred into Common pursuant to this Section 5, all such shares of Series B Preferred shall resume the status of authorized but unissued shares of Series B PreferredNote.

Mechanics of Conversion. No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in effect at the time of conversion. Before any holder of Series B Preferred Class A Common Stock shall be entitled to convert the same such Class A Common Stock into full shares of CommonCommon Stock, he the holder shall surrender the certificate or certificates therefor, duly endorsedendorsed (or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed certificate), at the office of the Corporation or of any transfer agent for the Series B PreferredClass A Common Stock, and shall give written notice to the Corporation at such office that he elects its principal corporate office, of the election to convert the same; provided, however, that same and shall state therein the name or names in which the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether certificate or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the for shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificatesbe issued. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnificationthereafter, issue and deliver at such office to such holder of Series B PreferredClass A Common Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which he such holder shall be entitled as aforesaid aforesaid, and a check payable to certificate for the holder in the aggregate amount remaining number of any cash amounts payable as the result of a conversion into fractional shares of CommonClass A Common Stock if less than all of the Class A Common Stock evidenced by the certificate were surrendered. Such conversion shall be deemed to have been made immediately prior to the close of business on (i) the date of such surrender of the shares of Series B Preferred Class A Common Stock to be convertedconverted or (ii) if applicable, or in the case date of automatic conversion on the date specified in Section 4(b) of the closing of the offering or the effective date of such written consent (as the case may be)this Article III(C) above, 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 on Stock as of such date. Upon If the conversion is in connection with an underwritten public offering of securities registered pursuant to the Securities Act the conversion may, at the option of any outstanding shares holder tendering such Class A Common Stock for conversion, be conditioned upon the closing with the underwriters of Series B Preferred into Common the sale of securities pursuant to this Section 5such offering, all in which event any persons entitled to receive Common Stock upon conversion of such shares Class A Common Stock shall not be deemed to have converted such Class A Common Stock until immediately prior to the closing of Series B Preferred shall resume the status such sale of authorized but unissued shares of Series B Preferredsecurities.