Common use of Automatic Conversion Clause in Contracts

Automatic Conversion. (i) Each share of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (i) in the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Upon the occurrence of either of the events specified in Section 4(l)(i) above, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d).

Automatic Conversion. (ia) Each share Subject to and upon the terms and conditions of this Section 4.11, all outstanding Series A Preferred, Preferred Units and Series B Preferred and Series C Preferred Units shall automatically be converted into shares of convert to Common Stock, based on Units at the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, (A) at any time upon the affirmative election of the holders of at least a majority of Majority Preferred Members, which election shall be made by the outstanding shares of Majority Preferred Members acting, consenting or voting separately from all other Members in the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) manner contemplated under Section 5.5 hereof. Such automatic conversion shall become effective immediately upon the closing making of such election by the Majority Preferred Members unless such election shall specify a firmly underwritten public offering pursuant to an different effective registration statement under the Securities Act of 1933, as amended, covering the offer date and sale of Common Stock time for the account of the Company in which (i) in the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, in which case such automatic conversion shall become effective on the effective date and time specified in such election by the Majority Preferred Members. At any declared and unpaid dividends shall be paid time prior to the effectiveness of any such automatic conversion, the Majority Preferred Members acting, consenting or voting separately from all other Members in accordance with the provisions of Section 4(d5.5 hereof, may determine to abandon such automatic conversion, in which case such automatic conversion shall immediately be abandoned and not become effective (subject to the right of the Majority Preferred Members to make a future election under this Section 4.11(a) to automatically convert the outstanding Series A Preferred Units and the Series B Preferred Units into Common Units). (iib) Each Member hereby acknowledges and agrees that if such Member is deemed a Defaulting Purchaser (as defined in the Series B Purchase Agreement) and fails to purchase any Units that such Defaulting Purchaser is required to purchase under the Series B Purchase Agreement at the Closing (as defined in the Series B Purchase Agreement) (including, without limitation, any Units that Pfizer is required to purchase at the Closing in the event that the Company exercises its right thereunder), then upon consummation of the Closing, each Preferred Unit held by such Defaulting Purchaser shall, with no further action, approval or consent by the Company or such Defaulting Purchaser, automatically convert into one (1) Common Unit and such Defaulting Purchaser shall automatically and without further action by such Defaulting Purchaser or any other Member or the Company, cease to be a Series A Member or Series B Member, as the case may be, and shall become and thereafter be treated as a Common Member for all purposes of this Agreement. For clarity, if the Company does not exercise its right to require Pfizer to purchase Units in the Closing, then the Units held by Pfizer shall not be subject to conversion under this Section 4.11(b). (c) Upon the occurrence effectiveness of either of the events specified in an automatic conversion pursuant to this Section 4(l)(i4.11, (i) above, the outstanding shares of each Series A Preferred, Preferred Unit and the Series B Preferred and/or Unit, shall automatically convert into one (1) Common Unit and (ii) each Series C PreferredA Member or Series B Member, as applicablethe case may be, shall be converted shall, automatically and without any further action by such Series A Member or Series B Member, as the holders case may be, or any other Member or the Company, cease to be a Series A Member or Series B Member, as the case may be, and shall become and thereafter be treated as a Common Member for all purposes of this Agreement. Following such shares an automatic conversion pursuant to Section 4.11(a) hereof, there shall be no outstanding Series A Preferred Units and whether or not Series B Preferred Units. (d) As soon as possible after the certificates representing such shares are surrendered effectiveness of an automatic conversion pursuant to this Section 4.11, Exhibit A, Exhibit B, Exhibit C and the Company or its transfer agent; provided, however, that Member Schedule and the books and records of the Company shall not be obligated properly amended or updated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of reflect such automatic conversion of the applicable outstanding Series A Preferred, Preferred Units and/or Series B Preferred and/or Series C PreferredUnits, into Common Units and that the holders of applicable Series A Preferred, Members or the Series B Preferred and/or Members are no longer Series C PreferredA Members or Series B Members, as applicablethe case may be, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of but have become Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d).Members

Automatic Conversion. (i) Each share of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into shares of Common Stock, based on the applicable then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectivelyPrice, (A) at any time upon the affirmative election of the holders of at least a majority 66 2/3% of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (iI) in the case valuation of the Series A Preferred, the per share price Company immediately prior to such firmly underwritten public offering is at least $2.00 200,000,000, (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (iiH) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,00030,000,000 and (III) the Company’s shares have been listed for trading on the New York Stock Exchange, NASDAQ Global Select Market or NASDAQ Global Market. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Upon the occurrence of either of the events specified in Section 4(l)(i4(k)(i) above, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the such shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d).

Automatic Conversion. (i) Each share of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, (A) at any time Immediately upon the affirmative election effectiveness of the holders of at least Company’s initial registration statement on Form S-I (the “IPO Effective Date”) pursuant to which Common Stock is sold to the public by the Company (or selling stockholders, if any) in a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement registered under the Securities Act of 1933, as amendedamended (an “IPO”), covering each share of Series A Preferred Stock then outstanding (other than Series A Preferred Stock which are being redeemed pursuant to Section 6 below) shall, at the offer and sale option of the Holder, be converted into shares of Common Stock at the Conversion Ratio for such Series A Preferred Stock then in effect. On and after said conversion date, notwithstanding that any certificates for the account of the Company in which (i) in the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Upon the occurrence of either of the events specified in Section 4(l)(i) above, the outstanding shares of Series A PreferredPreferred Stock shall not have been surrendered for conversion, the shares of Series B A Preferred and/or Series C Preferred, as applicable, Stock evidenced thereby shall be converted automatically without any further action by deemed to be no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate, except only the holders rights of such shares and whether or not the certificates representing such shares are surrendered Holder (i) to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing receive the shares of Common Stock issuable to which such Holder shall be entitled upon conversion thereof and (ii) to receive the amount of cash payable in respect of any fractional share of Common Stock to which such conversion unless Holder shall be entitled. In the certificates evidencing such shares event that any Holder of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered Stock presents such Holder’s certificate therefor for surrender to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that upon such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificatesconversion, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, Stock surrendered were convertible on the such conversion date on which promptly will be issued and delivered to such automatic conversion occurred, and any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d)Holder.

Automatic Conversion. (i) Each share of Series A Preferred, Series B Preferred and Series C Preferred Stock -------------------- shall automatically be converted into shares of Common Stock at the applicable Series B conversion Price then in effect upon: (i) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, an amended, covering the offer and sale of Common Stock for the account of the Corporation to the public at an offering price per share (prior to underwriter commissions and discounts) of not less than $4.50 (an adjusted pursuant to Subsection 2 (e) (vi) hereof to reflect any stock dividends, distributions, combinations, reclassifications or other like transactions effected by the Corporation in respect of its Common Stock) and with gross proceeds to the Corporation of not less than $10,000,000 (in the event of which offering, based on the then-effective Series A Preferred Conversion Rate, person(s) entitled to receive the Common Stock issuable upon such conversion of the Series B Preferred Conversion Rate and Stock shall not be deemed to have converted that Series C B Preferred Conversion Rate, respectively, Stock until the closing of such offering); or (Aii) at any time upon the affirmative written election of the holders of at least a majority not less than eighty-five percent (85%) of the then outstanding shares of the Series A Preferred, the Series B Preferred and Stock to require such mandatory conversion. Each share of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the applicable Series C Preferred, voting together as a single class, or A Conversion Price then in effect upon: (Bi) immediately upon the closing of a firmly firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (i) in Corporation to the case of the Series A Preferred, the public at an offering price per share price is at least (prior to underwriter commissions and discounts) of not less than $2.00 2.50 (as adjusted for pursuant to Subsection 2 (e) (vi) , hereof to reflect any stock splits, dividends, recapitalizations and distributions, combinations, reclassifications or other like transactions effected by the like), Corporation in the case respect of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the likeits Common Stock) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the with gross cash proceeds to the Company Corporation of not lose than $10,000,000 (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions event of Section 4(d). (ii) Upon the occurrence of either of the events specified in Section 4(l)(i) abovewhich offering, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall be converted automatically without any further action by person(s) entitled to receive the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Preferred Stock shall not be deemed to have converted that Series B A Preferred and/or Series C Preferred, Stock until the closing of such offering); or (ii) the written election of the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office not less than eighty percent (80%) of the Company or any transfer agent for then outstanding shares of the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered Stock to require such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d)mandatory conversion.

Automatic Conversion. (i) Each share of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, (A) at any time Immediately upon the affirmative election effectiveness of the holders of at least Company's initial registration statement on Form S-1 (the “IPO Effective Date”) pursuant to which Common Stock is sold to the public by the Company (or selling stockholders, if any) in a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement registered under the Securities Act of 1933, as amendedamended (an “IPO”), covering each share of Series A Preferred Stock then outstanding (other than Series A Preferred Stock which are being redeemed pursuant to Section 6 below) shall, at the offer and sale option of the Holder, be converted into shares of Common Stock at the Conversion Ratio for such Series A Preferred Stock then in effect. On and after said conversion date, notwithstanding that any certificates for the account of the Company in which (i) in the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Upon the occurrence of either of the events specified in Section 4(l)(i) above, the outstanding shares of Series A PreferredPreferred Stock shall not have been surrendered for conversion, the shares of Series B A Preferred and/or Series C Preferred, as applicable, Stock evidenced thereby shall be converted automatically without any further action by deemed to be no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate, except only the holders rights of such shares and whether or not the certificates representing such shares are surrendered Holder (i) to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing receive the shares of Common Stock issuable to which such Holder shall be entitled upon conversion thereof and (ii) to receive the amount of cash payable in respect of any fractional share of Common Stock to which such conversion unless Holder shall be entitled. In the certificates evidencing such shares event that any Holder of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered Stock presents such Holder's certificate therefor for surrender to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that upon such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificatesconversion, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, Stock surrendered were convertible on the such conversion date on which promptly will be issued and delivered to such automatic conversion occurred, and any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d)Holder.

Automatic Conversion. (i) Each share Upon the closing of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into the sale of shares of the Common Stock, based on Stock to the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, (A) public at any time upon the affirmative election of the holders a price of at least $5.6842 per share (as adjusted for any Recapitalization Event with respect to the Common Stock), in a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act Act, resulting in at least Fifty Million Dollars ($50,000,000) of 1933gross proceeds, before deduction of underwriting discounts and commissions, to the Corporation, and the shares issued for such offering are listed or eligible for trading on a national securities exchange (clauses (A) and (B) each a “Qualified Initial Public Offering”), or (C) with respect to the Preferred Stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the then outstanding shares of the Preferred Stock voting together as amended, covering the offer and sale of a single class on an as converted to Common Stock for basis (the account time of such closing or the date and time specified or the time of the Company event specified in which such vote or written consent is referred to herein as the “Automatic Conversion Time”), then (i1) in with respect to the case foregoing clause (A) all outstanding shares of the Series A PreferredPreferred shall automatically be converted into Common Stock, at the per share price is at least $2.00 then effective Series A Preferred Conversion Rate, (as adjusted for stock splits, dividends, recapitalizations and 2) with respect to the like), in the case foregoing clause (B) all outstanding shares of the Series B PreferredPreferred shall automatically be converted into Common Stock at the then effective Series B Preferred Conversion Rate, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and 3) with respect to the likeforegoing clause (C) and in the case all outstanding shares of the Series C Preferred, is Preferred Stock shall automatically be converted into Common Stock at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), then effective Conversion Rate and (ii4) such shares may not be reissued by the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000Corporation. Upon such automatic conversion, any declared and but unpaid dividends on the Preferred Stock shall be paid in accordance with the provisions of Section 4(d). (ii) Upon The Corporation shall send to all holders of record of shares of the Preferred Stock written notice of the Automatic Conversion Time and the place designated for mandatory conversion of all such shares of the Series A Preferred and/or Series B Preferred pursuant to this Section 4(m). The Corporation need not send such notice in advance of the occurrence of either the Automatic Conversion Time. Upon receipt of such notice, each holder of shares of the events specified in Preferred Stock converted pursuant to Section 4(l)(i4(m)(i) aboveshall surrender his, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall be converted automatically without any further action by the holders of her or its certificate or certificates for all such shares and whether or not the certificates representing (or, if such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company 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 reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of the Common Stock to which such holder is entitled pursuant to this Section 4(m). At the Automatic Conversion Time, all outstanding shares of the Preferred Stock converted pursuant to Section 4(m)(i) shall be deemed to have been converted into Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of the Common Stock), will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the last sentence of this clause (ii). If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Company Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Automatic Conversion Time and the surrender of the certificate or certificates (or lost certificate affidavit and agreement) for the Preferred Stock converted pursuant to indemnify Section 4(m)(i), the Company Corporation shall issue and deliver to such holder, or to his, her or its nominees, a certificate or certificates for the number of Common Stock issuable on such conversion in accordance with the provisions hereof, together with cash in lieu of any fraction of a Common Stock otherwise issuable upon such conversion and the payment of any dividends declared and unpaid on the shares of the Preferred Stock converted. (iii) All shares of the Preferred Stock converted pursuant to Section 4(m)(i) shall, from and after the Automatic Conversion Time, no longer be deemed to be outstanding and, notwithstanding the failure of the holder or holders thereof to surrender the certificates for such shares on or prior to such time, all rights with respect to such shares shall immediately cease and terminate at the Automatic Conversion Time, except only the right of the holders thereof to receive Common Stock in exchange therefor and to receive payment on account of any loss incurred by it in connection with such certificatesfractional Common Stock and of any dividends declared but unpaid thereon. Upon Such converted shares of the occurrence Preferred Stock shall be retired and cancelled and may not be reissued as shares of such automatic conversion series, and the Corporation may thereafter take such appropriate action (without the need for shareholder action) as may be necessary to reduce the authorized number of shares of the Series A Preferred, Series B Preferred and/or Series C Preferred, and the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender Stock in the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d)aggregate accordingly.

Automatic Conversion. (i) Each share of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into shares of Common Stock, based on at the then-then effective Series A Preferred B Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, Price (Aafter making any adjustment required by Section 5(d)) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amendedamended (the "Securities Act"), covering the offer and sale of Common Stock for the account of the Company in which Corporation to the public at a price per share (iprior to underwriter discounts and commissions and other offering expenses) of not less than $5.00 (subject to adjustment in the case event of any recapitalization, stock split, stock dividend or other similar event) and an aggregate offering price to the public of not less than $20,000,000. In the event of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case automatic conversion of the Series B PreferredPreferred upon a public offering as aforesaid, is at least $8.54 (as adjusted for stock splitsthe person(s) entitled to receive the Common issuable upon such automatic conversion of Series B Preferred shall not be deemed to have converted such Series B Preferred until immediately prior to the closing of such sale of securities, dividends, recapitalizations and the like) and in the case after giving effect to any adjustment of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of B Conversion Price required by Section 4(d5(d). (ii) Upon Each share of Series B Preferred shall automatically be converted into shares of Common at the occurrence then effective Series B Conversion Price upon the written consent of either holders of not less than 66.67% of the events specified in Section 4(l)(i) above, the then outstanding shares of Series A Preferred, B Preferred voting together as a single class. (iii) Each share of Series B Preferred and/or Series C Preferred, as applicable, shall automatically 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 Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the into shares of Common Stock issuable upon such conversion unless at the certificates evidencing such shares of Series A Preferred, then effective Series B Preferred and/or Series C Preferred are either delivered Conversion Price immediately prior to the Company closing of any merger or its transfer agent consolidation of the Corporation that is not treated as provided belowa liquidation, dissolution or winding up under Section 4(c) if the shareholders of the Corporation receive distributions of equity securities of another corporation as a result of such consolidation or merger and (i) such class of equity securities has been continuously registered under Section 12 of the Securities Exchange Act of 1934, as amended, over the six month period ending with the closing of such merger or consolidation, (ii) such equity securities are listed on the New York Stock Exchange or any other national securities exchange, or are quoted on the holder notifies Nasdaq National Market, (iii) the Company or its transfer agent that average Closing Price per share of such certificates have been lost, stolen or destroyed and executes an agreement satisfactory class of equity securities as calculated for the last 30 trading days (the "Trading Period") ending on the fifth trading day prior to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence closing of such automatic conversion merger or consolidation equals or exceeds $5.00, (iv) such class of equity securities has an aggregate market float of not less than $20,000,000, and (v) such equity securities are issued in a transaction of the Series A Preferred, Series B Preferred and/or Series C Preferredtype specified in paragraph (a) of Rule 145 under the Securities Act and are registered on Form S-4 or an equivalent form promulgated under the Securities Act. As used herein, the holders of Series A Preferredterm "Closing Price" for any day in question shall be the last reported sales price regular way or, Series B Preferred and/or Series C Preferredin case no such reported sales take place on such day, as applicable, shall surrender the certificates representing such shares at the office average of the Company or any transfer agent closing bid and asked prices regular way for the Series A Preferredsuch day, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, surrendered were convertible each case on the date New York Stock Exchange Composite Tape or, if not listed on the New York Stock Exchange, on the principal national securities exchange on which such automatic conversion occurredequity securities are listed or admitted to trading or, if not listed or admitted to trading on a national securities exchange, the last sale price regular way for such equity securities as published by the Nasdaq National Market ("Nasdaq"), or if no such sale takes place on such day, the average between the closing bid and any declared asked prices for such class of equity securities as published by Nasdaq. The term "trading day" shall mean a day on which the market used for calculating the Closing Price is open for the transaction of business and unpaid dividends shall be paid in accordance with the provisions on which there has been at least one share of Section 4(d)Common traded.

Automatic Conversion. (i) Each share of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into shares of Common StockStock at the Conversion Price at the time in effect for such Preferred immediately upon the earlier of (i) except as provided below in the last sentence of subsection 3(c), based the Corporation’s sale of its Common Stock in an underwritten public offering pursuant to a Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), conducted by a nationally recognized reputable underwriter in which (x) the per share public offering price as shown on the then-effective cover page of the final prospectus relating to such offering (prior to underwriter discounts, commissions, concessions and expenses) (the “Prospectus Price”) is equal to or exceeds 3 times the Original Series A Preferred Conversion RateD Issue Price (as adjusted for any stock dividend, Series B Preferred Conversion Rate stock distributions, combinations, consolidations or splits with respect to such shares) and Series C Preferred Conversion Rate(y) the gross proceeds to the Corporation are in excess of $25,000,000 (a “Qualified IPO”), respectively, or (Aii) at any time upon the affirmative election date specified by written consent or agreement of the holders of at least a majority of the outstanding shares voting power of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (i) in the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Upon the occurrence of either of the events specified in Section 4(l)(i) above, the then outstanding shares of Series A Preferred, Series B Preferred and/or Preferred, Series C Preferred, Series C-1 Preferred and Series D Preferred, each voting separately as applicable, a class (except for the Series C Preferred and the Series C-1 Preferred which 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 Company or its transfer agentvote together as a class); provided, howeverthat, that a supermajority two-thirds (2/3) vote of the Company Series D Preferred shall not be obligated required to issue certificates evidencing convert the shares Series D Preferred under Section 3(b)(ii) unless, as a result of such conversion, only in connection with a public offering, one share of Series D Preferred converts directly or indirectly into a share of Common Stock issuable upon with a Prospectus Price that exceeds the Minimum Amount. For purposes hereof, the “Minimum Amount” means the lesser of (A) 2.0 times the Original Series D Issue Price (as adjusted for any stock dividend, stock distributions, combinations, consolidations or splits with respect to such conversion unless shares) and (B) the certificates evidencing Original Series D Issue Price (as adjusted for any stock dividend, stock distributions, combinations, consolidations or splits with respect to such shares shares) plus the Liquidation Increment as of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence date of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d)conversion.

Automatic Conversion. (i) Each share of Series A PreferredPreferred Stock, Series B Preferred and Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock shall automatically be converted into shares of Common Stock, based on Stock at the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, (A) Price at any the time upon the affirmative election of the holders of at least a majority of the outstanding in effect for such shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing earlier of (i) except as provided below in subsection 4(c), the corporation's sale of its Common Stock in a firmly firm commitment underwritten public offering pursuant to an effective a registration statement on Form S-1 under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which amended (i) in the case of the Series A Preferreda "Firm Public Offering"), the public offering price of which is not less than $10.00 per share price is at least $2.00 (as adjusted for to reflect subsequent combinations, stock splits, stock dividends, recapitalizations or other recapitalizations) and the like), $15,000,000 in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and aggregate or (ii) the gross cash proceeds receipt (either in connection with the corporation's sale of its Common Stock in a Firm Public Offering, the public offering price of which is not less than $7.20 per share (adjusted to reflect subsequent combinations, stock splits, stock dividends, or other recapitalizations), or else not in connection with any public offering) of the Company (before underwriting discounts, commissions and fees) are approval or consent to such conversion by at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). sixty-seven percent (ii67%) Upon the occurrence of either of the events specified in Section 4(l)(i) above, the then-outstanding shares of Series A PreferredPreferred Stock, Series B Preferred and/or Stock, Series C PreferredPreferred Stock, Series D Preferred Stock and Series E Preferred Stock voting together as applicablea class. In the case of approvals or consents to conversion in connection with the corporation's sale of its Common Stock in a Firm Public Offering, the public offering price of which is less than $7.20 per share (adjusted to reflect subsequent combinations, stock splits, stock dividends, or other recapitalizations), (iii) each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series E Preferred Stock shall automatically be converted automatically without any further action by into shares of Common Stock at the holders of Conversion Price at the time in effect for such shares immediately upon the receipt of the approval or consent to such conversion by at least sixty-seven percent (67%) of the then-outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and whether or not Series E Preferred Stock voting together as a class, and (iv) each share of Series D Preferred Stock shall automatically be converted into shares of Common Stock at the certificates representing Conversion Price at the time in effect for such shares are surrendered immediately upon the receipt of the approval or consent to such conversion by at least eighty percent (80%) of the Company or its transfer agent; providedthen-outstanding shares of Series D Preferred Stock voting together as a separate series. (Provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it all conversions in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there a Firm Public Offering shall be issued and delivered subject to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number last sentence of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(dsubsection 4(c).

Automatic Conversion. (i1) Each share of Series A Preferred, Series B each series of Preferred and Series C Preferred Stock shall automatically be converted into fully paid and nonassessable shares of Common Stock, based on the then-Stock at its then effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon prior to the closing of a firmly firm commitment underwritten public offering pursuant to an effective registration statement on Form S-l under the Securities Act of 1933, as amendedamended (the “Securities Act”), covering the offer and sale of Common Stock to the public for the account of the Company Corporation in which (i) in the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the aggregate gross cash proceeds to the Company Corporation equal or exceed $50,000,000 (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(da “Qualified IPO”). (ii2) Upon Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock shall automatically be converted into fully paid and nonassessable shares of Common Stock at its then effective Conversion Rate on the occurrence of either date specified by written consent or agreement of the events specified in Section 4(l)(i) above, holders of a majority of the then outstanding shares of Series A PreferredPreferred Stock, Series B Preferred and/or Stock, Series C PreferredPreferred Stock and Series D Preferred Stock, voting together as applicablea single class on an as-converted basis, delivering written notice of such election to the Company. No series of Preferred Stock listed under this subsection (2) shall be automatically converted pursuant to this Section 4.3(B), unless all series of Preferred Stock listed under subsection (2) then outstanding shall be automatically without any further action by converted into Common Stock, at the holders applicable Conversion Rate. (3) Each share of such shares Series E Preferred Stock shall automatically be converted into fully paid and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the nonassessable shares of Common Stock issuable upon at its then effective Conversion Rate on the date specified by written consent or agreement of the holders of a majority of the then outstanding Series E Preferred Stock, voting as a separate series, by delivering written notice of such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered election to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion (each of the Series A Preferredevents causing conversion referred to in (1), Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, (2) and (3) are referred to herein as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(dan “Automatic Conversion Event”).

Automatic Conversion. The Series C Preferred Units shall be automatically converted into Common Units, as follows: (ia) Each Series C Preferred Unit shall be convertible into a number of Common Units at any time that the Series C Preferred Stock is convertible into Common Shares and in the same proportion as a share of Series A PreferredC Preferred Stock is then convertible into Common Shares. When, Series B Preferred as and if any share of the Series C Preferred Stock is converted into a Common Share (such time being the “Conversion Date”), then (and solely in such event) an equivalent number of Series C Preferred Units shall automatically be converted into shares of Common Stock, based on Units in the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding same proportion as shares of the Series A PreferredC Preferred Stock are converted into Common Shares so that the number of shares of Series C Preferred Stock remaining unconverted (if any) shall be the same as, and at all times equal to, the Series B Preferred and the number of Series C PreferredPreferred Units remaining unconverted (if any). (b) Upon any conversion of Series C Preferred Units, voting together as a single class, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company shall pay in which (i) in cash to the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case holders of the Series C PreferredPreferred Units being so converted (the “Converting Holders”) all accumulated, accrued and unpaid Series C Preferred Unit Distributions, whether or not earned or declared, if any, prior to the Conversion Date. In addition, on the date that a dividend is at least $10.76 payable pursuant to the third paragraph of Section 7(b) of the Series C Articles Supplementary, the Company shall pay in cash to such Converting Holders a distribution, whether or not earned or declared, on each Series C Preferred Unit so converted a distribution in an aggregate amount equal to the product of (as adjusted for stock splits, dividends, recapitalizations and i) any dividend payable on a share of Series C Preferred Stock pursuant to the like), third paragraph of Section 7(b) of the Series C Articles Supplementary and (ii) the gross cash proceeds number of Common Units into which a Series C Preferred Unit is convertible immediately prior to such conversion. Notwithstanding the Company (before underwriting discountsforegoing, commissions and fees) are at least $15,000,000. Upon if any Series C Preferred Unit Special Distribution is payable on a payment date on or after the applicable conversion date, but as to which the applicable record date preceded the conversion date, then the holders upon conversion shall remain entitled to receive such automatic Series C Preferred Unit Special Distribution on the applicable payment date, notwithstanding the prior conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (iic) Upon As promptly as practicable after the occurrence surrender of either of the events specified in Section 4(l)(i) above, the outstanding shares of Series A Preferred, Series B Preferred and/or certificates for Series C Preferred, as applicable, 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 Preferred Units to the Company or its transfer agent; providedManaging Member as aforesaid, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly deliver at such office and in its name as shown to such holder, or on such surrendered certificate his or certificatesher written order, a certificate or certificates for the number of shares full interests of Common Stock into which Units issuable upon the conversion of such shares in accordance with this Section 18.8, and any fractional interest in respect of Series A Preferred, Series B Preferred and/or Series C Preferred, a share of Common Unit arising upon such conversion shall be settled as applicable, surrendered were convertible provided in paragraph (e) of this Section 18.8. (d) Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the certificates representing Series C Preferred Unit shall have been surrendered and such automatic conversion occurrednotice shall have been received by the Company as aforesaid, and the holder or holders in whose name or names any declared and unpaid dividends certificate or certificates representing Common Unit shall be paid issuable upon such conversion shall be deemed to have become the holder or holders of record of the interests represented thereby at such time on such date and such conversion shall be at the Conversion Price in accordance with effect at such time on such date. (e) No fractional units or scrip representing fractions of Common Units shall be issued upon conversion of the provisions Series C Preferred Units. Instead of Section 4(d)any fractional interest in a Common Unit that would otherwise be deliverable upon the conversion of a Series C Preferred Unit, the Company shall pay to the holder of such unit an amount in cash based upon the Current Market Price of the Common Units on the Trading Day immediately preceding the date of conversion. If more than one unit shall be surrendered for conversion at one time by the same holder, the number of full Common Units issuable upon conversion thereof shall be computed on the basis of the aggregate number of Series C Preferred Units so surrendered.

Automatic Conversion. (i) Each share of Series A Preferred, Series B Preferred and Series C Preferred Stock shall automatically be converted into shares of Common Stock, based on Stock at the then-effective Series A applicable Preferred Conversion RatePrice then in effect, as the case may be, and any declared but unpaid dividends or in the case of Series B Preferred Conversion Rate and Series C Preferred Conversion RateStock, respectivelyaccrued but unpaid dividends elected to be paid in cash in accordance with Section 2(a) of this Article FOURTH, (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferredshall be paid in cash, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, underwritten by a nationally recognized underwriter that is satisfactory to the holders of at least sixty-six percent (66%) of the then outstanding shares of Series B Preferred Stock and Series C Preferred Stock, covering the offer and sale of Common Stock for the account of the Company in which Corporation to the public at an offering price per share (iafter all underwriters’ discounts and commissions, if any) of at least three (3) times the Series C Original Issue Price with net proceeds to the Corporation of not less than $40,000,000 (in the case event of which offering, the person(s) entitled to receive the Common Stock issuable upon such conversion of the Series A PreferredPreferred Stock shall not be deemed to have converted the Preferred Stock until the closing of such offering) (such public offering, a “Qualified IPO”). (ii) Each share of Preferred Stock shall automatically be converted into shares of Common Stock at the per share price is at least $2.00 (applicable Preferred Conversion Price then in effect, as adjusted for stock splitsthe case may be, dividendsand any dividends declared but unpaid thereon, recapitalizations and the like)and, in the case of the Series B PreferredPreferred Stock, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds accrued dividends to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall extent an election has been made to be paid such dividends in cash in accordance with Section 2(a) of this Article FOURTH, shall be paid, upon the provisions of Section 4(d). (ii) Upon the occurrence of either written election of the events specified in Section 4(l)(iholders of at least sixty-six percent (66%) above, of the then outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall be converted automatically without any further action by the holders of Stock to require such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such mandatory conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, surrendered were convertible on the date on which or event specified by such automatic conversion occurred, and any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d)stockholders.

Automatic Conversion. (i1) Each share of Series A Preferred, Series B Preferred and Series C Preferred Stock shall automatically be converted into shares of Common Stock, based on the then-then effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, (Ai) at any time upon the affirmative election of the holders of at least a majority sixty percent (60%) of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single classStock, or (Bii) immediately upon the closing of a firmly firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (iA) in the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 10.50 (as adjusted for stock splits, dividends, recapitalizations and the like), and (iiB) the gross cash proceeds to the Company corporation (before underwriting discounts, commissions and fees) are at least $15,000,00020,000,000 (for purposes hereof, a “Qualified IPO”). Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d)B1 of this Article IV. (2) Each share of Series B Preferred Stock shall automatically be converted into shares of Common Stock, based on the then effective Series B Conversion Rate (i) at any time upon the affirmative election of the holders of more than fifty percent (50%) of the outstanding shares of the Series B Preferred Stock, or (ii) immediately upon the closing of a Qualified IPO. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section B1 of this Article IV. (3) Each share of Series C Preferred Stock shall automatically be converted into shares of Common Stock, based on the then effective Series C Conversion Rate (i) at any time upon the affirmative election of the holders of more than fifty percent (50%) of the outstanding shares of the Series C Preferred Stock, or (ii) immediately upon the closing of a Qualified IPO. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section B1 of this Article IV. (4) Each share of Series D Preferred Stock shall automatically be converted into shares of Common Stock, based on the then effective Series D Conversion Rate (i) at any time upon the affirmative election of the holders of more than fifty-five percent (55%) of the outstanding shares of the Series D Preferred Stock, or (ii) immediately upon the closing of a Qualified IPO. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section B1 of this Article IV. (5) Upon the occurrence of either of the events specified in Section 4(l)(i) B4(m)(1), above, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 Company corporation or its transfer agent, upon the occurrence of either of the events specified in Section B4(m)(2), above, the outstanding shares of Series B Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the corporation or its transfer agent, upon the occurrence of either of the events specified in Section B4(m)(3), above, the outstanding shares of Series C Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the corporation or its transfer agent, and upon the occurrence of either events specified in Section B4(m)(4), above, the outstanding shares of Series D 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 by the corporation or its transfer agent; provided, however, in each case, that the Company corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred Stock are either delivered to the Company corporation or its transfer agent as provided below, or the holder notifies the Company corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company corporation to indemnify the Company corporation from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C PreferredStock, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, thereof shall surrender the certificates representing such shares at the office of the Company corporation or any transfer agent for the Series A Preferred, Series B Preferred and Series C PreferredStock. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d)B(1) of this Article IV.

Automatic Conversion. (i) Each share of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion RatePrice, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (i) in the case aggregate valuation of the Series A Preferred, Company at the time of the offering (based on the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and to the like), public in the case of registration statement multiplied by the Series B Preferred, outstanding shares on a fully-diluted basis) is at least equal to or greater than two hundred million dollars ($8.54 (as adjusted for stock splits, dividends, recapitalizations and the like200,000,000) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least forty million dollars ($15,000,00040,000,000), and (iii) the Common Stock is to be listed for trading on either the New York Stock Exchange or the Nasdaq National Market. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Upon the occurrence of either of the events event specified in Section 4(l)(iparagraph (i) above, the applicable outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with the replacement of such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, all holders of the Series B Preferred and/or shall be given notice of the automatic conversion pursuant to this Section 4(l), including the effective date on which such action took place and the then effective Series C PreferredPreferred Conversion Price. Upon receipt of such notice, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates (or lost certificate agreement) representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d). If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933 or the closing of any other specified transaction, the conversion may, at the option of any holder tendering Series Preferred for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering or the closing of such transactions, in which event the persons entitled to receive the Common Stock upon conversion of the Series Preferred shall not be deemed to have converted such Series Preferred until immediately prior to the closing of such sale of securities or such other event.

Automatic Conversion. (iA) Each respective share of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Rate, Price or Series B Preferred Conversion Rate and Series C Preferred Conversion RatePrice, respectivelyas the case may be, (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company Corporation in which (i) in the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 5.00 per share (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company Corporation (before underwriting discounts, commissions and fees) are at least $15,000,00020,000,000. (B) Each share of Series A Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Price upon the affirmative election of the holders of at least a majority of the outstanding shares of Series A Preferred. Each share of Series B Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series B Preferred Conversion Price upon the affirmative election of the holders of at least a majority of the outstanding shares of Series B Preferred. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Upon the occurrence of either of the events specified in Section 4(l)(i) (A) above, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 Company Corporation or its transfer agent; provided, however, that the Company Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company Corporation or its transfer agent as provided below, or the holder notifies the Company Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company Corporation or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there the Corporation shall be issued issue and delivered deliver to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d).

Automatic Conversion. (iA) Each respective share of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A PreferredPrice, the Series B Preferred and Conversion Price, the Series B-1 Preferred Conversion Price or the Series C PreferredPreferred Conversion Price, voting together as a single classthe case may be, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company Corporation in which (i) in the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 5.00 per share (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company Corporation (before underwriting discounts, commissions and fees) are at least $15,000,00020,000,000. (B) Each share of Series A Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Price upon the affirmative election of the holders of at least a majority of the outstanding shares of Series A Preferred. Each share of Series B Preferred and Series B-1 Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series B Preferred Conversion Price and Series B-1 Preferred Conversion Price, respectively, upon the affirmative election of the holders of at least a majority of the outstanding shares of Series B Preferred and Series B-1 Preferred, voting together as a single class. Each share of Series C Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series C Preferred Conversion Price upon the affirmative election of the holders of at least a majority of the outstanding shares of Series C Preferred. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Upon the occurrence of either any of the events specified in Section 4(l)(i4(l)(i)(A) above, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 Company Corporation or its transfer agent; provided, however, that the Company Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company Corporation or its transfer agent as provided below, or the holder notifies the Company Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company Corporation or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there the Corporation shall be issued issue and delivered deliver to such holder promptly at such office and in its name as shown on such surrendered surrendered 13. certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d).

Automatic Conversion. (i1) Each share of Series A Preferred, Series B Preferred and Series C Preferred Stock shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred then Applicable Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectivelyPrice, (A) at any time upon the affirmative election of the holders of at least a majority sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single classStock, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (i) in the case aggregate pre-money valuation of the Series A Preferred, the per share price Company is at least five hundred million dollars ($2.00 (as adjusted for stock splits, dividends, recapitalizations and the like500,000,000), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), ; and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least fifty million dollars ($15,000,00050,000,000). Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d)Article 4.B.4. (ii2) Upon the occurrence of either of the events an event specified in Section 4(l)(iparagraph (1) above, the outstanding shares of Series A Preferred, Preferred Stock and/or Series B Preferred Stock and/or Series C PreferredPreferred Stock, as applicablethe case may be, 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 Company Corporation or its transfer agent; provided, however, that the Company Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Preferred Stock and/or Series B Preferred Stock and/or Series C Preferred Stock, as the case may be, are either delivered to the Company Corporation or its transfer agent as provided below, or the holder notifies the Company Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Preferred Stock and/or the Series B Preferred Stock and/or Series C PreferredPreferred Stock, as the case may be, the holders of Series A Preferred, Preferred Stock and/or the Series B Preferred Stock and/or Series C PreferredPreferred Stock, as applicablethe case may be, shall surrender the certificates representing such shares at the office of the Company Corporation or any transfer agent for the Series A Preferred, Preferred Stock and/or the Series B Preferred and Stock and/or Series C PreferredPreferred Stock, as the case may be. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the such shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, Stock surrendered were convertible on the date on which such automatic conversion occurred, and any the Corporation shall promptly pay in cash or, at the option of the Corporation, Common Stock (at the Common Stock's fair market value determined by the Board as of the date of such conversion), or, at the option of the Corporation, both, all declared and unpaid dividends shall be paid in accordance with on such shares of Preferred Stock being converted, to and including the provisions date of Section 4(d)such conversion.

Automatic Conversion. (i) Each share of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectivelyPrice, (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company Corporation in which (i) in the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 3.00 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company Corporation (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d)4.d. (ii) Upon the occurrence of either of the events event specified in Section 4(l)(iparagraph (i) above, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 Company Corporation or its transfer agent; provided, however, that the Company Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company Corporation or its transfer agent as provided below, or the holder notifies the Company Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company Corporation or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d)4.▇.

Automatic Conversion. (ia) Each share of Series A Preferred, Series B Preferred and Series C Preferred Unit shall automatically be converted into shares of Common StockUnits, based on the then-effective Series A applicable Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectivelyPrice, (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A PreferredRequisite Holders, the Series B Preferred and the Series C Preferred, consenting or voting together as a single classclass on an as-converted to Common Units basis, (B) the completion of a merger, consolidation, business combination or equity exchange transaction with a special purpose acquisition company approved by the Board (including the Requisite Investor Managers) in which the common stock (or similar securities) of the surviving or parent entity are listed on the New York Stock Exchange or the Nasdaq Stock Market, or another exchange or marketplace approved the Board (Bincluding the Requisite Investor Managers) or (C) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock Units (or other common securities) for the account of the Company in which (i) in the case of the Series A Preferred, the per share unit price is at least (x) for a public offering occurring on or before September 18, 2021, $2.00 3.2414 (as adjusted for stock any unit dividends, combinations, splits, dividends, recapitalizations and the likelike with respect to such units after the date hereof), in the case of the Series B Preferredor (y) for a public offering occurring after September 18, is at least 2021, $8.54 3.8897 (as adjusted for stock any unit dividends, combinations, splits, dividends, recapitalizations and the likelike with respect to such units after the date hereof) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,00075,000,000 (a “Qualified IPO”). Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d)B4. (iib) Upon the occurrence of either any of the events specified in Section 4(l)(iB11(a) above, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, Units shall be converted automatically without any further action by the holders of such shares units and whether or not the certificates (if any) representing such shares units are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock Units issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred Units (if any) are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C PreferredUnits, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, Units shall surrender the certificates (if any) representing such shares units at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C PreferredUnits. Thereupon, to the extent applicable, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock Units into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, Units 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 of Section 4(d)B4.

Automatic Conversion. (iA) Each respective share of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A PreferredPrice, the Series B Preferred and Conversion Price or the Series C PreferredB-1 Preferred Conversion Price, voting together as a single classthe case may be, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company Corporation in which (i) in the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 5.00 per share (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company Corporation (before underwriting discounts, commissions and fees) are at least $15,000,00020,000,000. (B) Each share of Series A Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Price upon the affirmative election of the holders of at least a majority of the outstanding shares of Series A Preferred. Each share of Series B Preferred and Series B-1 Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series B Preferred Conversion Price and Series B-1 Preferred Conversion Price, respectively, upon the affirmative election of the holders of at least a majority of the outstanding shares of Series B Preferred and Series B-1 Preferred, voting together as a single class. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Upon the occurrence of either any of the events specified in Section 4(l)(i4(n)(i)(A) above, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 Company Corporation or its transfer agent; provided, however, that the Company Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company Corporation or its transfer agent as provided below, or the holder notifies the Company Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company Corporation or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there the Corporation shall be issued issue and delivered deliver to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d).

Automatic Conversion. (i) Each share of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into shares of Common Stock, based on Stock at the then-effective Series A Conversion Price at the time in effect for such Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing earlier of a firmly (i) except as provided below in the last sentence of subsection 3(c), the Corporation’s sale of its Common Stock in an underwritten public offering pursuant to an effective registration statement a Registration Statement under the Securities Act of 1933, as amendedamended (the “Securities Act”), covering the offer and sale of Common Stock for the account of the Company conducted by a nationally-recognized, reputable underwriter in which (ix) in the case of the Series A Preferred, the per share public offering price as shown on the cover page of the final prospectus relating to such offering (prior to underwriter discounts, commissions, concessions and expenses) (the “Prospectus Price”) is at least equal to or exceeds $2.00 2.50 (as adjusted for any stock splitsdividend, dividendsstock distributions, recapitalizations and the like)combinations, in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the likeconsolidations or splits with respect to such shares) and (y) the gross proceeds to the Corporation are in the case excess of the Series C Preferred, is at least $10.76 25,000,000 (as adjusted for stock splits, dividends, recapitalizations and the like), and a “Qualified IPO”) or (ii) the gross cash proceeds to date specified by written consent or agreement of the Company (before underwriting discounts, commissions and fees) are holders of at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (iiA) Upon the occurrence of either a majority of the events specified in Section 4(l)(i) above, voting power of the then outstanding shares of Series A Preferred, Series B Preferred and/or Preferred, Series C Preferred, as applicable, 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 Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B C-1 Preferred and Series C D Preferred, voting together as a single class and (B) a majority of the voting power of the then outstanding Series E Preferred, voting separately as a class. ThereuponIf a Financing Event (as defined in Section 8) occurs, there the outstanding shares of Preferred and Common Stock shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate converted, exchanged or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, surrendered were convertible on the date on which such automatic conversion occurred, and any declared and unpaid dividends shall be paid redeemed in accordance with the provisions terms of Section 4(d8 and Section 3(c). Each of the events referred to in Sections 2(b)(i) and 2(b)(ii) and a Financing Event are referred to herein as an “Automatic Conversion Event.”

Automatic Conversion. (ia) Each share of Series A Preferred, Series B Preferred and Series C Preferred Stock shall automatically be converted into fully paid and nonassessable shares of Common Stock, based on the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, as provided herein: (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (Bi) immediately upon prior to the closing of a firmly firm commitment underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which the aggregate public offering price (ibefore deduction of underwriters' discounts and commissions) in equals or exceeds $20,000,000 and the case of the Series A Preferred, the public offering price per share of which equals or exceeds $6.69 per share before deduction of underwriters' discounts and commissions (such price is at least $2.00 per share of Common Stock to be appropriately adjusted to reflect Common Stock Events (as adjusted for stock splits, dividends, recapitalizations and the likedefined in Section 5.4), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and ; or (ii) upon the gross cash proceeds Company's receipt of the written consent of the holders of not less than a majority of the then outstanding shares of Series A Preferred Stock to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions conversion of all then outstanding Series A Preferred Stock under this Section 4(d)5. (iib) Upon the occurrence of either of the events any event specified in Section 4(l)(isubparagraph 5.2(a) (i) or (ii) above, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred Stock are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d).its

Automatic Conversion. (i) Each share of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into shares of Common Stock, based on the then-effective effective, applicable Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectivelyPrice, (A) at any time upon the affirmative election of the holders of at least a majority sixty-six and two thirds percent (662/3%) of the then outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (i) in the case of the Series A Preferred, the per share price is at least no less than $2.00 5.00 per share (as adjusted for any stock splits, dividends, recapitalizations and the like), in like occurring after the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the likeFiling Date), and (ii) the gross aggregate cash proceeds to the Company (before after underwriting discounts, commissions and fees) are at least $15,000,00020,000,000 (the "Qualified Initial Public Offering"). Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Upon the occurrence of either of the events specified in Section 4(l)(iparagraph (i) above, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d).

Automatic Conversion. (ia) Each share of Series A Preferred, Series B Preferred and Series C Preferred Unit shall automatically be converted into shares of Common StockUnits, based on the then-effective Series A applicable Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectivelyPrice, (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A PreferredRequisite Holders, the Series B Preferred and the Series C Preferred, consenting or voting together as a single classclass on an as-converted to Common Units basis, (B) the completion of a merger, consolidation, business combination or equity exchange transaction with a special purpose acquisition company approved by the Board (including the Requisite Investor Managers) in which the common stock (or similar securities) of the surviving or parent entity are listed on the New York Stock Exchange or the Nasdaq Stock Market, or another exchange or marketplace approved the Board (Bincluding the Requisite Investor Managers) or (C) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock Units (or other common securities) for the account of the Company in which (i) in the case of the Series A Preferred, the per share unit price is at least (x) for a public offering occurring on or before the nine (9) month anniversary of the Effective Date, $2.00 3.2414 (as adjusted for stock any unit dividends, combinations, splits, dividends, recapitalizations and the likelike with respect to such units after the date hereof), in or (y) for a public offering occurring after the case nine (9) month anniversary of the Series B PreferredEffective Date, is at least $8.54 3.8897 (as adjusted for stock any unit dividends, combinations, splits, dividends, recapitalizations and the likelike with respect to such units after the date hereof) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,00075,000,000 (a “Qualified IPO”). Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d)B4. (iib) Upon the occurrence of either any of the events specified in Section 4(l)(iB11(a) above, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, Units shall be converted automatically without any further action by the holders of such shares units and whether or not the certificates (if any) representing such shares units are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock Units issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred Units (if any) are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C PreferredUnits, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, Units shall surrender the certificates (if any) representing such shares units at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C PreferredUnits. Thereupon, to the extent applicable, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock Units into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, Units 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 of Section 4(d)B4.

Automatic Conversion. (ia) Each share of Series A Preferred, Series B Preferred and Series C Preferred Stock shall automatically be converted into fully paid and nonassessable shares of Common Stock, based on the then-effective Series A Preferred Conversion Rateas provided herein, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, upon (Ai) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly firm commitment underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company Corporation in which (iA) the aggregate gross proceeds equal or exceed twenty-five million dollars ($25,000,000) and (B) the offering price to the public per share of Common Stock (the “IPO Price Per Share”) is at least two hundred percent (200%) of the Original Series G Issue Price (as adjusted for any stock dividends, combinations, splits, recapitalizations and similar corporate changes with respect to such shares), (ii) in the case of shares of Preferred Stock, other than Series G Preferred Stock, holders of sixty-six and two-thirds percent (66 2/3%) or more of such outstanding shares consent in writing to the Series A Preferred, the per share price is at least $2.00 conversion of such Preferred Stock; or (as adjusted for stock splits, dividends, recapitalizations and the like), iii) in the case of the Series B PreferredG Preferred Stock, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions consent of Section 4(d)a majority of Series G Preferred Stock. (iib) Upon the occurrence of either of the events any event specified in Section 4(l)(i5.2(a) above, the applicable outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 Company Corporation or its transfer agent; provided, however, that the Company Corporation shall not be obligated to issue certificates any certificate evidencing the shares of Common Stock issuable upon such conversion unless the certificates certificate evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either Stock is delivered to the Company Corporation or its transfer agent as provided below, below or the holder notifies the Company Corporation or its transfer agent that such certificates have certificate has been lost, stolen or destroyed and executes an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such lost, stolen or destroyed certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C PreferredStock, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, Stock shall surrender the certificates representing such shares at the office of the Company Corporation or any transfer agent for the Series A Preferred, Series B Preferred and Series C PreferredStock or Common Stock. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, Stock surrendered were convertible on the date on which such automatic conversion occurred. (c) Notwithstanding any other provisions of this Section 5, and any declared and unpaid dividends in the event of the conversion of the Series G Preferred Stock pursuant to Section 5.2(a)(iii) above if the Company subsequently completes a firm commitment underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, in which the IPO Price Per Share is less than 200% of the Original Series G Issue Price, the Company shall be paid issue to each holder of shares of Common Stock issued upon conversion of the Series G Stock, such number of additional shares of Common Stock such that the total number of shares of Common Stock received by such holder in accordance connection with the provisions conversion of Section 4(deach share of Series G Stock held by such holder equals two (2) times the Original Series G Issue Price (as adjusted for any stock dividends, combinations, splits, recapitalizations or similar corporation changes) divided by the IPO Price Per Share (such quotient, the “Deemed Series G IPO Conversion Rate”).

Automatic Conversion. (iA) Each share of Series A Preferred, Series B Preferred and Series C Preferred Stock shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectivelyPrice, (Ai) at any time upon the affirmative election of the with respect to holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred Stock other than the Investors (as defined below), if at any time after six months from the Series B Original Issue Date the Common Stock has a Closing Price (as defined below) of at least five times the Series B Original Issue Price (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for thirty consecutive trading days, and (ii) with respect to the Investors, if at any time after six months from the Series C PreferredB Original Issue Date (y) the Common Stock has a Closing Price (as defined below) of at least five times the Series B Original Issue Price (as adjusted for any stock dividends, voting together combinations, splits, recapitalizations and the like with respect to such shares) for thirty consecutive trading days, and (z) the Shelf Registration as a single classdefined in and provided for in the Amended and Restated Investor Rights Agreement, or dated as of December 19, 2001 (Bas the same may be amended from time to time, the "Investor Agreement"), between the Corporation and the investors named on Exhibit A thereto (collectively with the Holders, as such term is defined in the Investor Agreement, the "Investors") immediately upon the closing of a firmly underwritten public offering pursuant to an has become effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale is available for sales of Common Stock for by the account Investors thereunder (to the extent the requirement to maintain such Shelf Registration effective has not at such time lapsed pursuant to Section 5 of such Investor Agreement). For purposes of this Section (d)(x), the term "Closing Price" shall mean (1) if the Common Stock is traded on a securities exchange or through the Nasdaq National Market (or a similar national quotation system), the closing price of the Company in which Common Stock on such exchange or the last sale price of the Common Stock on such quotation system, and (i2) if clause (1) is inapplicable, the closing bid or sale price (whichever is applicable) in the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d)over-the-counter market. (ii) Upon the occurrence of either of the events specified in Section 4(l)(i) above, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d).

Automatic Conversion. Notwithstanding any other provisions of -------------------- this Section 4: (i) Each share If the Corporation shall effect a public offering of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into shares of Class A Common Stock, based on the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement Stock registered under the Securities Act of 1933, as amended, covering the offer and sale 1933 at a price per share of Class A Common Stock for the account of the Company in which (iA) in yields proceeds to the case Corporation of the Series A Preferred, the per share price is at least $2.00 10,000,000 (as adjusted net of underwriting discounts and commissions) and (B) would establish an aggregate value for stock splits, dividends, recapitalizations the Corporation's Class A Common Stock (assuming the conversion of all Convertible Preferred Stock and Class B Common Stock) outstanding immediately prior to the like), in the case consummation of the Series B Preferred, is such offering of at least $8.54 (as adjusted for stock splits40,000,000, dividendsthe Corporation, recapitalizations by action of its Board of Directors, shall have the right to require that each share of Convertible Preferred Stock be converted into Class A Common Stock. Following any such action by the Board of Directors, all outstanding shares of Convertible Preferred Stock shall, by virtue of, and simultaneously with, the like) consummation of such transaction and in without any action on the case part of the Series C Preferredholder thereof, is be deemed automatically converted into the number of fully paid and nonassessable shares of Class A Common Stock into which such shares of Convertible Preferred Stock are convertible at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (iisuch time pursuant to Section 4(a) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d)hereof. (ii) Upon the occurrence of either approval, set forth in a written notice to the Corporation, of the events specified in Section 4(l)(i) above, holders of at least 75% of the outstanding shares of Series Convertible Preferred Stock, of an election to convert the Convertible Preferred Stock into Class A PreferredCommon Stock, Series B all outstanding shares of Convertible Preferred and/or Series C Preferred, as applicable, Stock shall be automatically converted automatically into the number of fully paid and nonassessable shares of Class A Common Stock which such shares of Convertible Preferred Stock are convertible on the date of such approval without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d)shares.

Automatic Conversion. Notwithstanding anything to the contrary contained herein, express or implied, but subject at all times to the adjustment provisions of Section 6.4 below, immediately following the occurrence of (i) Each share of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (i) in the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), Liquidity Event and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Upon the occurrence of either exercise of the events specified Option (as defined in Section 4(l)(i) abovethe Purchase Agreement), all, and not less than all, of the then issued and outstanding shares of Series A PreferredC Preferred Stock shall automatically, Series B Preferred and/or Series C Preferred, as applicable, shall be converted automatically and without any further action by on the holders part of such shares the Corporation or the Holder, be converted (an “Automatic Conversion”) into that number of Automatic Conversion Shares that shall (a) have an aggregate Market Value of up to $16,456,000 and whether or not less than $8,228,000, and (b) represent not less than 22.221% of the certificates representing such shares are surrendered to Fully-Diluted Common Stock of the Company or its transfer agent; providedCorporation, however, that less the Company shall not be obligated to issue certificates evidencing the aggregate number of shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares previously issued in connection with any one or more Optional Conversions contemplated by Section 6.2 above. Each Holder of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered Stock shall be entitled to the Company receive his, her or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion pro-rata portion of the Series A Preferred, Series B Preferred and/or Series C Preferred, Automatic Conversion Shares determined by the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for amount by which the number of shares of Common Stock into which all of such Holder’s shares of Series C Preferred Stock may be converted pursuant to the Conversion Ratio, bears to the total number of Automatic Conversion Shares. For the avoidance of doubt, in connection with the contemplated IPO, and after giving effect to a series of reverse stock splits and forward stock splits of the outstanding Common Stock of the Corporation, if the Fully-Diluted Common Stock of the Corporation shall be 9,699,909 shares of Common Stock, the Automatic Conversion Shares shall be up to an aggregate of 2,155,411 shares of Class A Common Stock (inclusive of the Bonus Shares referred to in the Purchase Agreement), or approximately 22.22% of the Fully-Diluted Common Stock of the Corporation. In the event that the Fully-Diluted Common Stock of the Corporation shall be other than 9,699,909 shares of Common Stock, then the number of shares of Series A PreferredCommon Stock issuable as Automatic Conversion Shares shall change, Series B Preferred and/or Series C Preferred, as applicable, surrendered were convertible on but the date on which aggregate number of shares of such automatic conversion occurred, and any declared and unpaid dividends Class A Common Stock upon the occurrence of a Liquidity Event (including the Bonus Shares) shall be paid in accordance with continue to represent not less than 22.221% of the provisions Fully-Diluted Common Stock of Section 4(d)the Corporation.

Automatic Conversion. (i) Each share of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into shares of Common Stock, based on the then-effective applicable Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectivelyPrice, (A) at any time upon the affirmative election of the holders of at least a majority two-thirds of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single classon an as-if-converted to Common Stock basis, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (i) in the case of the Series A Preferred, the per share price is at least $2.00 16.80 (as adjusted for any stock splits, dividends, recapitalizations and the like)combinations, in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,00020,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Upon the occurrence of either of the events event specified in Section 4(l)(iparagraph (i) above, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d).

Automatic Conversion. (i) Each share of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, (A) at any time upon the affirmative election of the The holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and Stock shall have the Series C Preferred, voting together as a single class, or following conversion rights (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (i) in the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case "Conversion Rights"): 5.1 Automatic Conversion of the Series B PreferredPreferred Stock. If, is at least from the issuance date to the third year anniversary of the issuance date (the "Conversion Period"), (a) the Corporation shall complete a Qualified Public Offering, (b) during any period of thirty (30) consecutive trading days, the average closing price per share of the Common Stock, as reported on a national securities exchange, the NASDAQ NMS or Small Cap Market, or the OTC Bulletin Board, equals or exceeds $8.54 4.00 (as adjusted for subject to appropriate adjustment to reflect stock splits, stock dividends, recapitalizations reorganizations and other capitalization changes, and all other events contemplated in Sections 5.6), (c) the likeCorporation shall Launch (as defined herein) its Product and Services (as defined herein) (collectively subsections (a), (b) and in (c) are referred to herein as a "Triggering Event"), or (d) the Corporation shall agree to sell (the "Sale") the Corporation or its assets, or parts thereof, for more than $75 million, then effective upon and subject to (x) the closing of the sale of such shares by the Corporation pursuant to such Qualified Public Offering, (y) the expiration of such thirty (30) consecutive trading days, (z) the Launch, or (zz) the Sale, as the case may be, each outstanding share of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Upon the occurrence of either of the events specified in Section 4(l)(i) above, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, Stock shall be converted automatically without any further action by the holders of such shares convert into 200 fully paid and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the nonassessable shares of Common Stock issuable upon such conversion unless (the certificates evidencing such shares of Series A Preferred, "Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesConversion Rate"). Upon the occurrence of such automatic conversion of the Series A Preferred, Such initial Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there Conversion Rate shall be issued and delivered subject to such holder promptly at such office and adjustment, in its name as shown on such surrendered certificate or certificates, a certificate or certificates for order to adjust the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C PreferredStock is convertible, as applicablehereinafter provided. Notwithstanding the foregoing, surrendered were convertible on if upon the date on which such automatic conversion expiration of the Conversion Period, the Triggering Event has not occurred, and any declared and unpaid dividends then the Series B Preferred Stock shall be paid in accordance with the provisions of Section 4(d)canceled and returned to treasury.

Automatic Conversion. (i) Each share of Series A Preferred, Preferred and each share of Series B Preferred and Series C Preferred shall automatically be converted into shares of Common Stock, based on Stock at the then-then effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, Price: (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon Upon the closing of a firmly firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which Corporation to the public at an initial public offering price per share of not less than three times (i3x) in the case then current Series A Conversion Price with net proceeds to the Corporation and any selling stockholders of not less than $20,000,000; (B) Immediately prior, but subject, to consummation of a merger or consolidation of the Corporation with or into another entity or the sale of all or substantially all of the assets of the Corporation in a transaction with net proceeds to the Corporation (or its stockholders) of not less than $20,000,000 and valuing the Common Stock at not less than three times (3x) the then current Series A Preferred, Conversion Price (a “Series A and B Qualified Sale”); (C) At such time as less than an aggregate of 328,245 shares of (I) Series A Preferred plus (II) Series B Preferred remain outstanding; or (D) Upon the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case written election of holders of a majority of the then outstanding shares of Series A Preferred and Series B Preferred, is at least $8.54 (voting together as adjusted for stock splitsa single class on an as converted basis, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon require such automatic mandatory conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Each share of Series C Preferred shall automatically be converted into shares of Common Stock at the then effective Conversion Price: (A) Upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Corporation to the public at an initial public offering price per share of not less than three times (3x) the then current Series C Conversion Price with net proceeds to the Corporation and any selling stockholders of not less than $20,000,000; (B) Immediately prior, but subject, to consummation of a merger or consolidation of the Corporation with or into another entity or the sale of all or substantially all of the assets of the Corporation in a transaction with net proceeds to the Corporation (or its stockholders) of not less than $20,000,000 and valuing the Common Stock at not less than three times (3x) the then current Series C Conversion Price (a “Series C Qualified Sale”); (C) At such time as less 246,250 shares of Series C Preferred remain outstanding; or (D) Upon the written election of (I) holders of a majority of all then outstanding shares of Series C Preferred, voting together as a single class, and (II) without limiting the provisions of immediately preceding clause (I), each holder that, together with its affiliates, owns more than thirty-three percent (33%) of all outstanding shares of Series C Preferred Stock, to require such mandatory conversion. (iii) Each share of Series C-1 Preferred shall automatically be converted into shares of Common Stock at the then effective Conversion Price. (A) Upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Corporation to the public at an initial public offering price per share of not less than $3.00 (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, distribution, combination of shares, reclassification or other similar event) with net proceeds to the Corporation and any selling stockholders of not less than $20,000,000; (B) Immediately prior, but subject, to consummation of a merger or consolidation of the Corporation with or into another entity or the sale of all or substantially all of the assets of the Corporation in a transaction with net proceeds to the Corporation (or its stockholders) of not less than $20,000,000 and valuing the Common Stock at not less than three times (3x) the then current Series C-1 Conversion Price (a “Series C-1 Qualified Sale”); (C) At such time as less than 812,449 shares of Series C-1 Preferred remain outstanding; or (D) Upon the written election of holders of a majority of all then outstanding shares of Series C-1 Preferred, voting together as a single class, to require such mandatory conversion. (iv) Each share of Series D Preferred shall automatically be converted into shares of Common Stock at the then effective Conversion Price: (A) Upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Corporation to the public with net proceeds to the Corporation and any selling stockholders of not less than $20,000,000 at an initial public offering price per share of not less than $5.25 (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, distribution, combination of shares, reclassification or other similar event); (B) Immediately prior, but subject, to consummation of a merger or consolidation of the Corporation with or into another entity or the sale of all or substantially all of the assets of the Corporation in a transaction with net proceeds to the Corporation (or its stockholders) of not less than $20,000,000 in cash or marketable securities and valuing the Common Stock at not less than three times (3x) the then current Series D Conversion Price (a “Series D Qualified Sale”); (C) At such time as less than 861,222 shares of Series D Preferred remain outstanding; or (D) Upon the written election of holders of a majority of all then outstanding shares of Series D Preferred, voting together as a single class, to require such mandatory conversion. (v) Each share of Series E Preferred shall automatically be converted into shares of Common Stock at the then effective Conversion Price: (A) Upon the closing of a firm commitment underwritten public offering, resulting in the listing of the Common Stock on a national securities exchange or quotation service system, pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Corporation to the public with net proceeds to the Corporation and any selling stockholders of not less than $50,000,000 at an initial public offering price per share of not less than the Series E Liquidation Value that would then be in effect regardless of any actual reduction or elimination pursuant to Section B(1)(a)(i) of this Article IV above (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, distribution, combination of shares, reclassification or other similar event); (B) Immediately prior, but subject, to consummation of a merger or consolidation of the Corporation with or into another entity or the sale of all or substantially all of the assets of the Corporation in a transaction valuing each share of Common Stock at not less than the Series E Liquidation Value that would then be in effect regardless of any actual reduction or elimination pursuant to Section B(1)(a)(i) of this Article IV above (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, distribution, combination of shares, reclassification or other similar event) or with net proceeds to the Corporation (or its stockholders) of not less than the product of (i) the Corporation’s fully-diluted outstanding Common Stock multiplied by (ii) the Series E Liquidation Value that would then be in effect regardless of any actual reduction or elimination pursuant to Section B(1)(a)(i) of this Article IV above (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, distribution, combination of shares, reclassification or other similar event), respectively (a “Series E Qualified Sale,” and collectively with a Series A and B Qualified Sale, a Series C Qualified Sale, a Series C-1 Qualified Sale and a Series D Qualified Sale, a “Qualified Sale”); (C) At such time as less than twenty-five percent (25%) of the number of shares of Series E Preferred issued on the Series E Original Issue Date remain outstanding; or (D) Upon the written election of holders of a majority of all then outstanding shares of Series E Preferred, voting together as a single class, to require such mandatory conversion. (vi) Upon the occurrence of either of the events an event specified in Section 4(l)(ione or more of Sections 2(c)(i) through (v) above, the outstanding all shares of Series A Preferred, Series B the applicable series of Convertible Preferred and/or Series C Preferred, as applicable, shall be converted automatically without any further action by the holders any holder of such shares and whether or not the certificate or certificates representing such shares are surrendered to the Company Corporation or its the transfer agentagent for such Convertible Preferred and the Corporation shall provide prompt notice of such conversion; provided, however, that the Company Corporation shall not be obligated to issue a certificate or certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing into which such shares of Series A Preferred, Series B Convertible Preferred and/or Series C were converted unless the certificate or certificates representing such shares of Convertible Preferred that were converted are either delivered to the Company Corporation or its the transfer agent of the Convertible Preferred, as provided belowthe case may be, or the holder notifies the Company Corporation or its such transfer agent that such certificate or certificates have been lost, stolen stolen, or destroyed and executes and delivers an agreement satisfactory to the Company Corporation to indemnify the Company Corporation from any loss incurred by it in connection with such certificates. therewith and, if the Corporation so elects, provides an appropriate indemnity. (vii) Upon the occurrence of such automatic conversion of any of the Series A PreferredConvertible Preferred pursuant to this Section 2(c), Series B each holder of the applicable series of Convertible Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificate or certificates representing such holder’s shares of such Convertible Preferred at the office of the Company Corporation or any of the transfer agent for the Series A Convertible Preferred, Series B Preferred and Series C Preferredas the case may be. Thereupon, there shall be issued and delivered to such holder holder, promptly at such office and in its such holder’s name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B such Convertible Preferred and/or Series C Preferred, as applicable, surrendered were convertible converted on the date on which such automatic conversion occurred, and any declared and unpaid dividends . No fractional shares of Common Stock shall be paid issued upon the automatic conversion of shares of Convertible Preferred. In lieu of any fractional shares of Common Stock to which the holder would otherwise be entitled, the corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined in accordance with good faith by the provisions Board of Section 4(d)Directors.

Automatic Conversion. (i) Each share of Series A Preferred, Series B Preferred and Series C Preferred Stock shall automatically be converted into shares of Common StockStock (an "Automatic Conversion"), based on the then-effective Series A Preferred applicable Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, Price (A) at any time upon five (5) Trading Days following the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single classRequired Holders, or (B) immediately upon provided that there is no Equity Conditions Failure, five (5) Trading Days following (I) the closing of a firmly an underwritten public offering on a firm commitment basis with a nationally recognized underwriter of Common Stock of the Corporation pursuant to an effective registration statement under the Securities Act Act, with an anticipated aggregate offering price to the public of 1933not less than $20,000,000 (before deduction of underwriters commissions, as amended, covering the offer fees and sale of Common Stock for the account of the Company in which (iexpenses) in the case of the Series A Preferred, the at a price per share price is at least that equals or exceeds $2.00 1.61 (as adjusted for any stock splitsdividend, dividendsstock split, recapitalizations and reverse stock split, stock combination, reclassification or similar transaction after the likeSubscription Date), as determined on the applicable date of determination, that results in the case listing of Common Stock of the Series B Preferred, is at least $8.54 Corporation on a national securities exchange and (as adjusted for stock splits, dividends, recapitalizations and II) the like) and redemption in the case full of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000Notes. Upon such automatic conversionAutomatic Conversion, any declared declared, accrued and unpaid dividends shall be paid in accordance with the provisions of Section 4(d7(b)(ii). (ii) . Upon the occurrence of either of the events specified in this Section 4(l)(i) above7(c), all of the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 Company Corporation or its transfer agentthe Transfer Agent; provided, however, that to the Company extent that an Automatic Conversion would result in a Holder and its other Attribution Parties exceeding the Maximum Percentage, if applicable, then such Holder's Series A Preferred Stock shall not be automatically converted into Common Stock (and such Holder's shares of Series A Preferred Stock shall remain outstanding and benefit from all preferences and rights set forth in this Certificate of Designations (except that the provisions set forth in Sections 5(b), 6(b) and 6(c) shall immediately terminate and be of no further force and effect) to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Automatic Conversion (and beneficial ownership) to such extent) and the shares of Common Stock issuable upon the automatic conversion of Series A Preferred Stock to such extent shall be held in abeyance for such Holder until such time or times as conversion of such Series A Preferred Stock would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times such Holder shall be issued such shares of Common Stock (and any shares of Common Stock granted or issued with respect to the shares of Common Stock issuable upon conversion of Series A Preferred Stock to be held similarly in abeyance) to the same extent as if there had been no such limitation; provided, further, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred Stock are either delivered to the Company Corporation or its transfer agent the Transfer Agent as provided below, or the holder notifies the Company or its transfer agent Holder provides evidence that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection accordance with such certificatesSection 10. Upon the occurrence of such automatic conversion Automatic Conversion of the Series A Preferred, Series B Preferred and/or Series C PreferredStock, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, Stock shall surrender the certificates representing such shares at the office of the Company Corporation or any transfer agent Transfer Agent for the Series A Preferred, Series B Preferred and Series C PreferredStock. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, Stock surrendered were convertible on the date on which such automatic conversion Automatic Conversion occurred, and any declared declared, accrued and unpaid dividends shall be paid in accordance with the provisions of Section 4(d3(b)(ii).

Automatic Conversion. (i) Each share of Series A Preferred, Series B Preferred and Series C Preferred all accrued and unpaid dividends thereon shall automatically be converted into shares of Common Stock, based on Stock at the then-effective Conversion Price at the time in effect for such Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, (Ai) at any time upon the affirmative election consummation of an underwritten public offering of the holders Common Stock yielding at least $30 million in net proceeds to the Corporation at a price per share (as adjusted) of at least a majority $0.1414467, (ii) if (a) the closing price of the outstanding Common Stock equals or exceeds $0.2828934 (as adjusted) for the twenty (20) consecutive-trading-day period ending within two (2) days of the date on which the Corporation provides notice of such conversion as hereinafter provided (such date being referred to herein as the "Notice Date") and (b) either a registration statement registering for resale the shares of Common Stock issuable upon conversion of the Series A Preferred, Preferred has been declared effective and remains effective and available for resales for the Series B Preferred and twenty (20)-day period immediately following the Series C Preferred, voting together as a single classNotice Date, or (BRule 144(k) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement promulgated under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock is available for the account resale of such shares, or (iii) on a date specified by vote or written consent of the Company in which (i) in the case holders of at least 67% of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Upon the occurrence of either of the events specified in Section 4(l)(i) above, the then-outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall be converted automatically without any further action by the . All holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares record of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered will be given at least ten (10) days' prior written notice of the date fixed for automatic conversion thereof pursuant to clause (ii) or (iii) above and the Company or its transfer agent as provided below, or event causing the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A PreferredPreferred into Common Stock. Notice of automatic conversion of the Series A Preferred pursuant to clause (i) above shall be given promptly following such conversion. Such notice shall be sent by first class mail, Series B Preferred and/or Series C Preferredpostage prepaid, the holders to each holder of record of Series A Preferred, Preferred at such holder's address as shown in the records of the Corporation. Each holder of shares of the Series B A Preferred and/or Series C Preferred, as applicable, shall surrender the certificate or certificates representing for all such shares to the Corporation at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred place designated in such notice and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or thereafter receive certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, surrendered were convertible on the date on to which such automatic conversion occurred, and any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d)holder is entitled.

Automatic Conversion. (i) Each share of Series A Preferred, Series B K Preferred and Series C Preferred shall Stock will automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, Stock (A) at any time upon either of (1) the affirmative election of the holders of at least a majority of the then-outstanding shares of the Series A Preferred, the Series B K Preferred Stock and the then-outstanding shares of Series C PreferredJ Preferred Stock, voting together as a single classclass on an as-if converted to Common Stock basis; provided, however, that the effectiveness of such election shall be subject to the prior or concurrent conversion of (or irrevocable election to convert) the Series J Preferred Stock pursuant to Section 4.3(f)(3)(A) of the Certificate of Incorporation or (2) the affirmative election of the holders of a majority of the then-outstanding shares of the Series K Preferred Stock, voting together as a single class on an as-if converted Common Stock basis, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (i1) in the case of the Series A Preferred, the per share price to the public is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), 3.00 and (ii2) the gross aggregate cash proceeds to the Company (before underwriting discounts, after deduction of underwriters' commissions and feesexpenses) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d15,000,000 (a "Qualified IPO"). (ii) Upon the first occurrence of either of the events an event specified in Section 4(l)(i) above5(c)(i), the outstanding shares of Series A Preferred, Series B K Preferred and/or Series C Preferred, as applicable, shall Stock will 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 Company or its transfer agent; provided, however, that the Company shall will not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B K Preferred and/or Series C Preferred Stock are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificatescertificates (and, if reasonably requested by the Company, obtains a bond therefor). Upon the occurrence of such automatic conversion of the Series A Preferred, Series B K Preferred and/or Series C PreferredStock, the holders of Series A Preferred, Series B K Preferred and/or Series C Preferred, as applicable, shall Stock will surrender the certificates representing such shares at the office of the Company company or any transfer agent for the Series A Preferred, Series B K Preferred and Series C PreferredStock. Thereupon, there shall will be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B K Preferred and/or Series C Preferred, as applicable, Stock surrendered were convertible on the date on which such automatic conversion occurred, and any declared and unpaid dividends shall will be paid in accordance with the provisions of Section 4(d5(b)(ii).

Automatic Conversion. (ia) Each share Unless otherwise determined by Borrower’s Board of Series A PreferredDirectors (including the affirmative vote of any director designated by Lender), Series B Preferred all outstanding principal amounts of Advances and Series C Preferred shall any accrued but unpaid interest amounts thereon will automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, (A) at any time Borrower’s capital stock upon the affirmative election earlier of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (Bi) immediately upon before the closing of the Second Merger (as defined below) prior to October 31, 2006 in accordance with Section 2.6(b)(i) below or (ii) the first closing of a firmly underwritten public offering pursuant Qualified Financing in accordance with Section 2.6(b)(ii) below, and in each such case Lender’s obligation to an effective registration statement make Advances hereunder shall be terminated. (b) The number of shares of Borrower’s capital stock into which such principal and interest shall be converted shall be determined as follows: (i) If, on or before October 31, 2006, Borrower is acquired, directly or indirectly, by a publicly traded “shell” company (or any wholly owned subsidiary of such company) whose securities are registered under the Securities Act of 1933, as amendedamended “Pubco”), covering the offer and whether through a reorganization, transfer of assets, consolidation, merger, issue or sale of Common Stock for securities or any other voluntary action (the account “Second Merger”), then, immediately before the closing of the Company in which (i) in the case of the Series A PreferredSecond Merger, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like)aggregate outstanding principal of, and (ii) the gross cash proceeds to the Company (before underwriting discountsall accrued but unpaid interest on, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends all Advances shall be paid in accordance with the provisions converted into one hundred thousand (100,000) shares of Section 4(d)Borrower’s Series A-l Preferred Stock. (ii) Upon the occurrence first closing of either of the events specified in Section 4(l)(i) abovea Qualified Financing, the aggregate outstanding shares of Series A Preferredprincipal of, Series B Preferred and/or Series C Preferredand all accrued but unpaid interest on, as applicable, all Advances shall be converted automatically without any further action by into that number of shares of New Securities issued in the holders Qualified Financing that on an as-converted to Common Stock basis (i.e., as if the New Securities were converted to Common Stock based on the conversion rate of the New Securities) when added to the aggregate Fully-Diluted Common Stock immediately before the first closing of such Qualified Financing (such sum, the “Pre-Money Fully-Diluted Common Stock”) would be equal to twenty-five percent (25%) of the Pre-Money Fully-Diluted Common Stock (excluding, if applicable, any shares issued or issuable to B▇▇▇▇ ▇▇▇▇▇▇ or R▇▇▇▇ ▇▇▇▇▇ in exchange for their respective membership interests in Rx Development Resources. LLC). (c) Borrower will not, by amendment of its Articles of Incorporation or Bylaws, or through any reorganization, recapitalization, reclassification, merger, consolidation, transfer of assets, dissolution, issue or sale of securities, or any other action, avoid or seek to avoid the observance or performance of any of the terms of this Section 2.6, but will at all times in good faith assist in carrying out all the provisions of this Section 2.6 and whether in taking all such action as be necessary or not appropriate in order to protect the certificates representing such shares are surrendered rights of Lender against impairment. (d) In the event of any conversion of the Advances pursuant to the Company this Section 2.6: (i) Lender shall surrender all promissory notes or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates other instruments evidencing the Advances for conversion and cancellation at the offices of Borrower and shall execute all reasonably necessary documents in connection with the conversion such Advances; (ii) Borrower shall promptly issue to Lender a certificate representing the appropriate number of shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered Borrower capital stock to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory be issued to the Company to indemnify the Company from any loss incurred by it Lender in connection with such certificates. Upon the occurrence of such automatic conversion conversion; and (iii) if applicable, Borrower shall pay to Lender cash in an amount equal to any portion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders Advances that would otherwise convert into fractional shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office Borrower’s capital stock.” c. Section 3.2(a) of the Company or Loan Agreement is deleted in its entirety and replaced with the following new Section 3.2(a): (a) except as set forth in any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and schedule of exceptions delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, surrendered were convertible Lender on the date on of any such Advance (which such automatic conversion occurred, and any declared and unpaid dividends schedule of exceptions shall be paid acceptable to Lender in accordance its sole discretion), the representations and warranties contained in ARTICLE IV shall be true and correct in all material respects on and as of the date of such Advance (except that those representations and warranties which are qualified as to material, materiality, Material Adverse Effect or similar expressions, or are subject to the same or similar type exceptions, shall be true and correct in all respects), before and after giving effect to such Advance, as though made on and as of such date;” d. The introductory language to Article V of the Loan Agreement is deleted in its entirety and replaced with the provisions following new introductory language: “Except as otherwise expressly required by the terms of Section 4(d).any binding agreements relating to, or entered into by Borrower in connection with, the transactions contemplated by the First Merger or the Second Merger, so long as any of the Advances or other obligations of Borrower shall remain unpaid or outstanding or Lender shall have any Commitment hereunder, Borrower shall comply with the following covenants:” e. Exhibit A to the Loan Agreement is hereby amended to add the following new definition:

Automatic Conversion. (i) i. Each share of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, upon either (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly an underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (i) in the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the with gross cash proceeds to the Company (before underwriting discounts, commissions commission and fees) are of not less than Twenty-Five Million Dollars ($25,000,000), or (B) the date on which the Common Stock closing bid price has been at least $15,000,000. Upon such automatic conversionseventy-five percent (75%) greater than the Conversion Price for at least twenty (20) consecutive trading days; provided, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Upon the occurrence of however, that if either of the events specified described in clause (A) or (B) of this Section 4(l)(i4(k)(i) occurs at a time when insufficient authorized Common Stock is available for issuance of all shares of Common Stock issuable upon such conversion or prior to the effective date of the registration statement to be filed with the Securities and Exchange Commission registering for resale the shares of Common Stock issuable upon such conversion, then automatic conversion of the Series Preferred shares shall not immediately occur but instead shall occur at such time as sufficient authorized Common Stock is available and such registration has been declared effective. ii. Upon a conversion in accordance with Section 4(k)(i) above, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d).

Automatic Conversion. (i) Each share of Series A Preferred, Series B Preferred and Series C Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectivelyPrice, (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, provided, however, so long as Medicis Pharmaceutical Corporation, a Delaware corporation, together with any of its subsidiaries (“Medicis”) holds at least 1,086,957 shares of Series C-3 Preferred Stock (as adjusted for stock splits, dividends, recapitalizations and the like after the filing date hereof), Medicis’ affirmative election shall be required to effect any automatic conversion of the Series B C-3 Preferred and the Series C PreferredStock pursuant to this subsection 5(m)(i)(A), voting together as a single class, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (i) in a “Public Offering”), upon the case affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, or (C) immediately upon the closing of a Public Offering in which the per share price is at least $2.00 13.35 (as adjusted for stock splits, dividends, recapitalizations and the like), in like after the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the likefiling date hereof), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion50,000,000 (in each case, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(da “Qualified Public Offering”). (ii) In addition, (A) each outstanding share of Series A Preferred Stock shall automatically be converted into shares of Common Stock, based on the then-effective Series Preferred Conversion Price of the Series A Preferred Stock, at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred Stock, (B) each outstanding share of Series B Preferred Stock shall automatically be converted into shares of Common Stock, based on the then-effective Series Preferred Conversion Price of the Series B Preferred Stock, at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series B Preferred Stock, (C) each outstanding share of Series C-1 Preferred Stock and Series C-2 Preferred Stock shall automatically be converted into shares of Common Stock, based on the then-effective applicable Series Preferred Conversion Price of the Series C-1 Preferred Stock and the Series C-2 Preferred Stock, respectively, at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series C-1 Preferred Stock and Series C-2 Preferred Stock voting together as a single class, (D) each outstanding share of Series C-3 Preferred Stock shall automatically be converted into shares of Common Stock, based on the then-effective Series Preferred Conversion Price of the Series C-3 Preferred Stock, at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series C-3 Preferred Stock, provided, however, so long as Medicis, together with any of its subsidiaries, holds at least 1,086,957 shares of Series C-3 Preferred Stock (as adjusted for stock splits, dividends, recapitalizations and the like after the filing date hereof), Medicis’ affirmative election shall be required to effect any automatic conversion of the Series C-3 Preferred Stock pursuant to this subsection 5(m)(ii)(D) that occurs during the thirty (30) day period following the Company’s completion of Phase 2 meeting with the United States Food and Drug Administration, (E) with respect to the Series C Preferred Stock, each outstanding share of the Series C Preferred Stock shall automatically be converted into shares of Common Stock, based on the then-effective applicable Series Preferred Conversion Prices of the Series C-1 Preferred Stock, the Series C-2 Preferred Stock and the Series C-3 Preferred Stock, respectively, at any time upon the affirmative election of Medicis and the holders of at least 67% of the outstanding shares of the Series C Preferred Stock voting together as a single class, and (F) each outstanding share of Series D Preferred Stock shall automatically be converted into shares of Common Stock, based on the then-effective Series Preferred Conversion Price of the Series D Preferred Stock, at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series D Preferred Stock. (iii) Upon the occurrence of either any conversion of the events any class or series of Series Preferred specified in Section 4(l)(i5(m)(i) or 5(m)(ii) above, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d5(d).

Automatic Conversion. (i) Each share Without any action being required by the holder of Series A Preferred, such Series B Preferred and Series C Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (i) in the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Upon the occurrence of either of the events specified in Section 4(l)(i) above, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall be converted automatically without any further action by the holders of such shares Share and whether or not the certificates certificate(s) representing such shares Series B Preferred Share are surrendered to the Company or its share registrar and transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, agent or Registered Office: (i) (A) each Series B Preferred and/or Series C Preferred are either delivered Share shall automatically convert into such number of fully paid and nonassessable Ordinary Shares as is equal to the Company Series B Preferred Share Issue Price divided by the then-applicable Series B Conversion Price immediately upon the completion of a QIPO. (B) Following (i) the completion of a Public Listing that is not an IPO or its transfer agent (ii) the expiration of any IPO Lock-Up (as provided belowdefined in the Shareholders Deed), all of the Series B Preferred Shares shall automatically convert into such number of fully paid and nonassessable Ordinary Shares as is equal to the Series B Preferred Share Issue Price divided by the then-applicable Series B Conversion Price if (1) the 30-Day VWAP of the Ordinary Shares represents a premium to the Series B Conversion Price of no less than the Minimum Premium, and (2) the 30-Day ADTV of the Ordinary Shares is at least US$20 million, in each case of (1) and (2) above, for the relevant period ending not earlier than (x) thirty (30) consecutive trading days following a Public Listing that is not an IPO, or (y) the holder notifies expiration date of the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to IPO Lock-Up (as defined in the Company to indemnify the Company from any loss incurred by it Shareholders Deed) in connection with any IPO, as applicable (for the avoidance of doubt, both conditions (1) and (2) shall be satisfied). (ii) following the completion of an IPO, each Series B Preferred Share shall automatically convert into such certificates. Upon number of fully paid and nonassessable Ordinary Shares as is equal to the occurrence Series B Preferred Share Issue Price divided by the then-applicable Series B Conversion Price upon any Transfer of such Series B Preferred Share by any Investor to any Third Party (which, for the avoidance of doubt, shall be without prejudice to any transfer restrictions set forth in Articles III and IV of the Shareholders Deed). In the event of the automatic conversion of the Series A PreferredB Preferred Shares pursuant to Article 13.2(b)(i)(A), the Person(s) entitled to receive the Ordinary Shares issuable upon such conversion of Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Shares shall not be deemed to have converted such Series B Preferred and/or Series C Preferred, as applicable, shall surrender Shares until immediately prior to the certificates representing completion of such shares at QIPO. In the office event of the Company or any transfer agent for automatic conversion of the Series A Preferred, Series B Preferred and Series C Preferred. ThereuponShares pursuant to Article 13.2(b)(i)(B), there shall be issued and delivered the Person(s) entitled to receive the Ordinary Shares issuable upon such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number conversion of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Shares shall not be deemed to have converted such Series C Preferred, as applicable, surrendered were convertible on B Preferred Shares until the date on which fixed for such conversion pursuant to Article 13.2(c)(iii). In the event of the automatic conversion occurredof the Series B Preferred Shares pursuant to Article 13.2(b)(ii), the transferor(s) shall not be deemed to have converted such Series B Preferred Shares until immediately prior to the completion of such transfer and any declared and unpaid dividends the transferee(s) shall be paid in accordance with deemed as Person(s) entitled to receive the provisions Ordinary Shares issuable upon such conversion for the purposes of Section 4(d)this Article 13.

Automatic Conversion. Subject to the provisions of this Section 8, in connection with, and on the closing of, the Initial Public Offering by the Corporation, all of the outstanding Shares (including any fraction of a Share) held by stockholders shall automatically convert into (A) an aggregate number of shares of Common Stock (rounded down to the nearest whole share) as is determined by (i) Each share multiplying the number of Shares of Series A Preferred, Series B Preferred and Series C Preferred shall automatically Shares (including any fraction of a Share) to be converted into by the Liquidation Value thereof, and then (ii) dividing the result by the Conversion Price in effect immediately prior to such conversion and (B) an aggregate number of Warrants (rounded down to the nearest whole Warrant) equal to the number of shares of Common Stock, based on Stock issued as a result of the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, conversion (as determined in accordance with clause (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (i) in the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the likethis Section 8.1), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Upon the occurrence of either of the events specified in Section 4(l)(i) above, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number aggregate amount of shares of Common Stock into which issued upon conversion hereunder shall not exceed 9.99% of the outstanding shares of Common Stock of the Corporation immediately prior to such Conversion, and any Shares not converted because of this provision, may, at the option of the stockholder, be (x) converted after the required regulatory approval or (y) redeemed at a price per Share equal to the Series A Redemption Price; and provided, further, that if regulatory approval is not obtained within six (6) months of the date of the closing of the Initial Public Offering, then all remaining Shares shall be redeemed in accordance with clause (y) above. The initial conversion price per Series A Preferred Share (the “Conversion Price”) shall be determined by multiplying 0.8 by the price per share of Common Stock offered to the public in the Initial Public Offering, subject to adjustment as applicable in accordance with Section 8.5 below. If the closing of the Initial Public Offering occurs, such automatic conversion of all of the outstanding Shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, surrendered were convertible on the date on which such automatic conversion occurred, and any declared and unpaid dividends Shares shall be paid in accordance with the provisions of Section 4(d)deemed to have occurred immediately prior to such closing.

Automatic Conversion. Notwithstanding the foregoing, if the Company consummates an equity financing (iin one or a series of closings) Each after the date of this Note but on or prior to June 30, 1999 resulting in gross aggregate proceeds to the Company of at least Two Million Dollars ($2,000,000) (an "Equity Financing"), then the unpaid principal amount of the Note and any accrued but unpaid interest shall be automatically converted into fully paid and nonassessable shares of the Company's capital stock (the "New Stock") sold in such financing. The number of shares of New Stock to be issued upon such automatic conversion shall be equal to the quotient obtained by dividing (x) the unpaid principal amount of this Note plus any accrued but unpaid interest by (y) the price per share of the shares of New Stock. Any New Stock to be issued to the Holder shall have the same rights preferences and privileges as those applicable to shares issued in the Equity Financing. If an Equity Financing is not consummated on or prior to June 30, 1999, then the unpaid principal amount of the Note and any accrued but unpaid interest shall be automatically converted into fully paid and nonassessable shares of the Company's Series B Preferred Stock ("SERIES B PREFERRED STOCK"), which shall have rights, preferences and privileges identical to those of the Company's Series A Preferred, which shall be as set forth in the Company's Certificate of Incorporation. The number of shares of Series B Preferred and Series C Preferred Stock to be issued upon such automatic conversion shall automatically be converted into shares equal to the quotient obtained by dividing (a) the unpaid principal amount of Common Stock, based on the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, this Note plus any accrued but unpaid interest by (Ab) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (i) in the case of the Series A Preferred, the per share price is at least $2.00 0.2222 (as appropriately adjusted for stock splits, stock dividends, recapitalizations combinations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d). (ii) Upon the occurrence of either of the events specified in Section 4(l)(i) above, the outstanding shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, 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 of Section 4(d).

Automatic Conversion. (i) 9.1.9.1 Each share of Series A PreferredA, Series B Preferred B, Series C and Series C F Preferred Share shall automatically be converted into shares of Series 1 Common StockShares, based on the then-effective Series A Preferred Conversion RateA, Series B Preferred Conversion Rate and B, Series C Preferred or Series F Conversion RatePrice (as applicable), respectively, (A) at any time upon (A) the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Required Series C Preferred, voting together as a single class, Holders or (B) immediately upon the closing effective date of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amendedAct, covering the offer and sale of Common Stock Shares for the account of the Company in which (i) in the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d)2,000,000. (ii) 9.1.9.2 Upon the occurrence of either of the events event specified in Section 4(l)(i) 9.1.9.1 above, the outstanding shares of Series A PreferredA, Series B Preferred and/or B, Series C Preferred, as applicable, or Series F Preferred Shares shall be converted automatically without any further action by the holders of such shares units and whether or not the certificates representing such shares are surrendered to the Company or its transfer agentunits, if any; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Series 1 Common Stock Shares issuable upon such conversion unless the certificates evidencing such shares of Series A PreferredA, Series B Preferred and/or B, Series C or Series F Preferred Shares, if any, are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A PreferredA, Series B Preferred and/or B, Series C Preferredand Series F Preferred Shares, the holders of Series A PreferredA, Series B Preferred and/or B, Series C Preferred, as applicable, and Series F Preferred Shares shall surrender the certificates representing such shares units, if any, at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C PreferredCompany. Thereupon, (i) there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Series 1 Common Stock Shares into which the shares of Series A PreferredA, Series B Preferred and/or B, Series C Preferred, as applicable, surrendered and Series F Preferred Shares were convertible on the date on which such automatic conversion occurred, and any (ii) the Company shall promptly either, in the discretion of the Board, (y) pay in cash (to the extent sufficient funds are then legally available therefor), or (z) pay in Series 1 Common Shares (at the fair market value of one Series 1 Common Share as determined in good faith by the Board as of the date of such conversion), all accrued but unpaid dividends, whether or not declared, and all declared and but unpaid dividends shall be paid in accordance with on the provisions of Section 4(d)Series A, Series B, Series C and Series F Preferred Shares converted.

Automatic Conversion. (i) Each share of Series A PreferredPreferred Stock, Series B Preferred and Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock shall automatically be converted into shares of Common Stock, based on Stock at the then-effective Series A Preferred Conversion Rate, Series B Preferred Conversion Rate and Series C Preferred Conversion Rate, respectively, conversion price per share applicable to such shares in effect upon (Ai) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred, the Series B Preferred and the Series C Preferred, voting together as a single class, or (B) immediately upon the closing of a firmly firm commitment underwritten initial public offering by the Corporation of shares of its Common Stock pursuant to an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (i) in the case of the Series A Preferred, the per share price is at least $2.00 (as adjusted for stock splits, dividends, recapitalizations and the like), in the case of the Series B Preferred, is at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) and in the case of the Series C Preferred, is at least $10.76 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the an offering with aggregate gross cash proceeds to the Company Corporation of not less than $15,000,000 (before underwriting discounts, deduction of underwriters’ commissions and feesexpenses) are at least $15,000,000. Upon such automatic conversiona public offering price per share of not less than five (5) times the Original Series D Issue Price, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(das adjusted from time to time (a “Qualified Public Offering”). , or (ii) Upon upon the occurrence vote or written consent of either holders of at least a majority of the events specified in Section 4(l)(ithen-outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock, voting together as a single class on an as-converted Common Stock basis; provided however that the approval of sixty percent (60%) above, of the outstanding shares of Series A Preferred, Series B D Preferred and/or Series C Preferred, as applicable, Stock shall also be required under this clause (ii) unless the conversion shall be converted automatically without any further action subject to the closing of a firm commitment underwritten initial public offering by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred, Series B Preferred and/or Series C Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, Series B Preferred and/or Series C Preferred, the holders of Series A Preferred, Series B Preferred and/or Series C Preferred, as applicable, shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred, Series B Preferred and Series C Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number Corporation of shares of its Common Stock into which pursuant to an effective registration statement filed with the shares Securities and Exchange Commission under the Securities Act of Series A Preferred, Series B Preferred and/or Series C Preferred1933, as applicableamended, surrendered were convertible on in an offering with aggregate gross cash proceeds to the date on which such automatic conversion occurredCorporation of not less than $15,000,000 (before deduction of underwriters’ commissions and expenses) at a public offering price per share of not less than one (1) times the Original Series D Issue Price, and any declared and unpaid dividends shall be paid in accordance with the provisions of Section 4(d)as adjusted from time to time.