Common use of Mandatory Conversion Clause in Contracts

Mandatory Conversion. (a) Upon the earlier of (A) the closing of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million of aggregate proceeds, net of the underwriting discount and commissions, to the Corporation (a “Qualified Public Offering”) or (B) a date specified by vote or written consent of the holders of at least 51% of the then outstanding shares of Series A Preferred Stock (the “Mandatory Conversion Date”), (i) all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective Series A Conversion Price and (ii) such shares may not be reissued by the Corporation as shares of such series. (b) All holders of record of shares of Series A Preferred Stock shall be given written notice of the Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 6. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of the General Corporation Law, to each record holder of Series A Preferred Stock. Upon receipt of such notice, each holder of shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 6. On the Mandatory Conversion Date, all outstanding shares o f Series A Preferred Stock shall be deemed to have been converted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series A Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon. 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 Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for Series A Preferred Stock, the Corporation shall cause to be issued and delivered to such holder, or on his, her or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 5(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Series A Preferred Stock may not he reissued as shares of such Series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.

Mandatory Conversion. (a) Upon the earlier of (A) the closing of the sale of shares of Common Stock Stock, at a price to the public of at least $8.25 per share (subject to appropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting such shares), in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million 30,000,000 of aggregate proceeds, net proceeds to the Corporation after deduction of the underwriting discount underwriters’ commissions and commissions, to expenses payable by the Corporation (a “Qualified Qualifying Public Offering”) or ), (B) the consummation of a date specified by vote Deemed Liquidation Event in which the Deemed Liquidation Event Consideration paid or written consent of distributed to the holders of capital stock of the Corporation is at least 51% $8.25 per share (subject to appropriate adjustment for stock splits, stock disbursements, combinations and other similar recapitalizations affecting such shares), or (C) a date agreed to in writing by the holders of (x) at least a majority of the then outstanding shares of Series A C Preferred Stock, voting as a single class (on an as-converted to Common Stock basis), as to the mandatory conversion of the Series C Preferred Stock (the any such date a “Mandatory Conversion Date”), (i) all outstanding shares of the Series A C Preferred Stock shall automatically be converted into shares of Common Stock, Stock at the then effective Series A Conversion Price conversion rate and (ii) such shares may not be reissued by the Corporation as shares Corporation. In the case of a conversion pursuant to clause (B) of the preceding sentence, such conversion shall be deemed to occur immediately prior to the consummation of such seriesDeemed Liquidation Event. For the avoidance of doubt, any such conversion shall be made without the issuance of additional shares or other consideration based on any accrued dividends which would otherwise be owed pursuant to Section 3.9.1. (b) All holders of record of shares of Series A C Preferred Stock shall be given written notice of the Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A C Preferred Stock pursuant to this Section 63.9.5. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of the General Business Corporation Law, to each record holder of Series A Preferred Stock. Upon receipt of such notice, each holder of shares of Series A C Preferred Stock shall surrender his, her his or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 63.9.5. On the Mandatory Conversion Date, all outstanding shares o f of Series A C Preferred Stock shall be deemed to have been converted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A C Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series A C Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon. Upon any such conversion, no payment of any accumulated (whether or not declared) but unpaid dividends (including without limitation any declared Series C Dividends) on the Series C Preferred Stock shall be made. 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 Corporation, duly executed by the registered holder or by his, her his or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for Series A C Preferred Stock, the Corporation shall cause to be issued and delivered to such holder, or on his, her his or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 5(b3.9.4(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Series A C Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the shares of Series A C Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Series A C Preferred Stock may not he reissued as shares of such Seriesbe reissued, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A C Preferred Stock accordingly.

Mandatory Conversion. (a1) Upon Notwithstanding anything to the earlier contrary contained herein and subject to any required regulatory approval and provided no Event of (A) Default has occurred and is continuing, if, at any time during the closing Conversion Period, the VWAP is greater than $7.50 per Common Share, as adjusted in accordance with Section 5.5, for any 15 consecutive trading days, the Corporation may force the conversion of all but not less than all of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million of aggregate proceeds, net of the underwriting discount and commissions, to the Corporation (a “Qualified Public Offering”) or (B) a date specified by vote or written consent of the holders of at least 51% principal amount of the then outstanding shares Debentures at the then applicable Conversion Price, upon giving the Debentureholders not less than 30 days’ advance written notice the “Mandatory Conversion Notice”), in accordance with Section 12.2. (2) In the event that the Corporation exercises its right to force conversion of Series A Preferred Stock all of the principal amount of the Debentures pursuant to this Section 5.7, the effective date for the mandatory conversion (the “Mandatory Conversion Date”)) shall be: (a) the date stipulated in the Mandatory Conversion Notice; or (b) if no date is so stipulated in the Mandatory Conversion Notice, the date that is 30 days following the date of such Mandatory Conversion Notice, and upon such Mandatory Conversion Date: (i) all of the principal amount of the then outstanding shares of Series A Preferred Stock Debentures shall automatically be deemed to be converted into shares of Common Stock, Shares at the then effective Series A applicable Conversion Price Price; and (ii) such shares may not the Debentureholders shall be reissued by entered in the books of the Corporation as shares of such series. (b) All holders of record of shares of Series A Preferred Stock shall be given written notice of at the Mandatory Conversion Date and as the place designated holders of the number of Common Shares, as applicable, into which the Debentures held by them are convertible. Upon the surrender of Debenture Certificates to the Trustee at its principal office in the City of Toronto, Ontario by the Debentureholders, the Corporation shall deliver to the Debentureholders certificates for mandatory conversion the Common Shares for the Common Shares into which the Debentures held by them have been converted, or at the direction of all the Corporation, Direct Registration System Advices for such shares Common Shares to be held in book entry form. (3) The holder of Series A Preferred Stock pursuant to a Debenture converted in accordance with this Section 6. Such notice need not 5.7 shall be given entitled to receive accrued and unpaid interest in advance of respect thereof (less any taxes required to be deducted), in cash, from and including the occurrence of last Interest Payment Date prior to the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of the General Corporation Law, Date up to each record holder of Series A Preferred Stock. Upon receipt of such notice, each holder of shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 6. On but excluding the Mandatory Conversion Date, all outstanding shares o f Series A Preferred Stock shall be deemed to have been converted into shares of and the Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate, except only the rights of the holders thereof, Shares issued upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series A Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon. If so required by the Corporation, certificates surrendered for conversion shall be endorsed rank only in respect of distributions or accompanied by written instrument or instruments dividends declared in favour of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable shareholders of record on and after the Mandatory Conversion Date or such later date as such holder shall become the holder of record of such Common Shares pursuant to Section 5.7(2), from which applicable date they will for all purposes be and the surrender of the certificate or certificates for Series A Preferred Stock, the Corporation shall cause be deemed to be issued and delivered to such holder, or on his, her or its written order, a certificate or certificates for the number of full shares of outstanding as fully paid and non-assessable Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 5(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversionShares. (c) All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Series A Preferred Stock may not he reissued as shares of such Series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.

Mandatory Conversion. (a) Upon the earlier of (A) the closing of the sale of shares of Common Stock Subject to the public in a firm-commitment underwritten public offering pursuant provisions of Section 8 below, the Company shall have the right to an effective registration statement under the Securities Act of 1933convert, as amendedat any time or from time to time, resulting in at least $20 million of aggregate proceeds, net of the underwriting discount and commissions, to the Corporation (a “Qualified Public Offering”) any or (B) a date specified by vote or written consent of the holders of at least 51% of the then outstanding all shares of Series A Preferred Stock (the “Mandatory Conversion Date”), (i) all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective Series A Conversion Price and (ii) such shares may not be reissued by the Corporation as shares of such series. (b) All holders of record of shares of Series A Preferred Stock shall be given written notice of the Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 6. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of the General Corporation Law, to each record holder of Series A Preferred Stock. Upon receipt of such notice, each holder of shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 6. On the Mandatory Conversion Date, all outstanding shares o f Series A Preferred Stock shall be deemed to have been converted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the that number of shares of Common Stock into which such share or shares of Series A Preferred Stock has been convertedare then convertible pursuant to Section 6 hereof. The Company may exercise its conversion rights under this Section 7 by giving the holder or holders of the shares of Series A Preferred Stock to be converted at least thirty (30) days prior written notice of the date on which such conversion shall become effective (a "Section 7 Conversion Date"), and whereupon the share or shares of Series A Preferred Stock shall, subject to the provisions of Section 8 below, be automatically converted (without any action on the part of the holder or holders thereof) into shares of Common Stock in accordance with the provisions of the first sentence of this Section 7(a). The holder or holders of any shares of Series A Preferred Stock converted into shares of Common Stock pursuant to this Section 7(a) shall be entitled to payment of any dividends declared but unpaid dividends thereon. If so required with respect to the respective number of such shares of Series A Preferred Stock owned by such holder or holders. (b) On each Section 7 Conversion Date, the holder or holders of the shares of Series A Preferred Stock to be converted into Common Stock on such Section 7 Conversion Date in accordance with the provisions of Section 7(a) hereof, shall deliver to the Company, at the office of the Company or any transfer agent of the Company for the Series A Preferred Stock as may be designated by the CorporationCompany, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for such shares of Series A Preferred Stock, duly endorsed or assigned in blank or to the Corporation Company (if required by it). Conversion shall cause be deemed to have been effected on the applicable Section 7 Conversion Date regardless of whether or not the holder or holders of the shares of Series A Preferred Stock to be issued converted on such Section 7 Conversion Date shall have complied with their respective obligations provided for in the foregoing sentence of this Section 7(b). As promptly as practicable after any Section 7 Conversion Date, the Company shall issue and delivered deliver to or upon the written order of the holder or holders of the shares of Series A Preferred Stock converted on such holderSection 7 Conversion Date, to the place designated by such holder or on his, her or its written orderholders, a certificate or certificates for the number of full shares of Common Stock issuable on to which such conversion in accordance with the provisions hereof holder or holders are entitled and a check or cash as provided in Subsection 5(b) in respect of any fraction of fractional interest in a share of Common Stock otherwise issuable upon such conversion. as provided in Section 7(c) hereof and a check or cash in payment of all dividends declared but unpaid, if any (c) All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance the extent permissible under law), with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed respect to have been retired and cancelled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Series A Preferred Stock may not he reissued as shares of such Series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.so

Mandatory Conversion. (a) Upon Subject to the earlier limitations set forth in Section 9(c) below, the Corporation shall have the right to cause the conversion of (A) the closing of the sale of Series B Preferred Stock into shares of Common Stock to at its then effective Conversion Price at any time, provided that the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million of aggregate proceeds, net Current Value of the underwriting discount and commissions, to Corporation's Common Stock on the Corporation (a “Qualified Public Offering”) or (B) a date specified by vote or written consent of the holders of at least 51notice described in Section 9(b) below and on the Conversion Date (as defined in Section 9(b) below) is equal to or greater than 150% of the then outstanding shares of Series A Preferred Stock (the “Mandatory Conversion Date”)Price. In such a mandatory conversion, (i) all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective Series A Conversion Price and (ii) such shares may not be reissued by the Corporation will pay accrued and unpaid dividends as shares of such seriesprovided in Section 8(e). (b) All holders of record of shares of Series A B Preferred Stock shall will be given at least 30 days' prior written notice (the "Conversion Notice") of the Mandatory date fixed (the "Conversion Date Date") and the place designated for mandatory conversion of all (or if limited pursuant to Section 9(c)(1), such portion) of such shares of Series A B Preferred Stock pursuant to this Section 69. Such notice need not be given in advance of the occurrence of the Mandatory The Conversion Date. Such notice shall Notice will be sent by mail, first class or registered mailclass, postage prepaid, or given by electronic communication in compliance with the provisions of the General Corporation Law, to each record holder of shares of Series A B Preferred StockStock at such holder's address appearing on the stock register. Upon receipt of such notice, On or before the date fixed for conversion each holder of shares of Series A B Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such noticethe Conversion Notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 69. On Subject to Section 9(c), on the Mandatory Conversion Datedate fixed for conversion, all outstanding shares o f Series A Preferred Stock shall be deemed to have been converted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A B Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), converted will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series A B Preferred Stock has been converted, converted and payment of any declared but accrued and unpaid dividends thereon. 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 Corporation, duly executed by the registered holder or by his, her or its attorney his attorneys duly authorized in writing. Subject to Section 9(c), all certificates evidencing shares of Series B Preferred Stock which are required to be surrendered for conversion in accordance with the provisions of Section 9(a) shall, from and after the date such certificates are so required to be surrendered, be deemed to have been retired and canceled and the shares of Series B Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. As soon as practicable after the Mandatory Conversion Date date of such mandatory conversion and the surrender of the certificate or certificates for Series A B Preferred StockStock as aforesaid, the Corporation shall cause to be issued and delivered to such holder, or on his, her or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 5(bSection 8(b) hereof in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares Notwithstanding anything in this Designation to the contrary, the Corporation may not require conversion of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the shares of Series A B Preferred Stock represented thereby converted into shares of Common Stock for all purposes, notwithstanding pursuant to this Designation and the failure holders of the holder Series B Preferred Stock shall continue to hold shares of Series B Preferred Stock after delivery of a Conversion Notice, unless, as of the date of the proposed conversion: (1) the accountants or legal counsel of the holders thereof of such Series B Preferred Stock to surrender be converted render a written opinion (the "Conversion Opinion") to such certificates holders prior to conversion that such conversion will not result in, cause or create a material risk of, the holders losing its or their status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended; provided, however, that the Corporation may convert a portion of the Series B Preferred Stock to Common Stock pursuant to Section 9(a) if the accountants or legal counsel of the holders of such Series B Preferred Stock to be converted render a Conversion Opinion with respect to such portion and if subparagraphs (2) thru (5) of this Section 9(c) are satisfied as of the date of the proposed conversion; (2) the Common Stock is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "34 Act") and the Corporation has timely filed all reports required to be filed by the Corporation under the 34 Act within the previous two years; (3) no Event of Default (as defined in Section 12 below) has occurred and is continuing; (4) the Common Stock is listed for trading on the Nasdaq National Market, the New York Stock Exchange or upon a comparable national stock exchange; And (5) the average weekly trading volume of the Common Stock over the prior four weeks was at least 500,000 shares traded (as adjusted for stock splits, stock dividends or similar transactions). All costs associated with the Conversion Opinion shall be paid by the Corporation. (d) If the Corporation may not convert all or any portion of the shares of Series B Preferred Stock (the "Unconverted Shares") to the Corporation's Common Stock pursuant to Section 9(a) solely because of the limitation set forth in Section 9(c)(1), then, provided that the Reimbursement Note has been paid in full, on the Conversion Date, the Corporation may redeem all of the Unconverted Shares at a per share price in cash equal to the greater of (1) the Current Value on the date of the Conversion Notice and (2) the closing price on the last Trading Day (as defined in Section 12) immediately prior to the Conversion Date, plus an amount equal to any dividends accrued but unpaid thereon (such amount is hereinafter referred to as the "Corporation's Redemption Price"). (e) On or prior to such date. Such converted the Conversion Date, each holder of Series A B Preferred Stock may not he reissued as to be redeemed shall surrender its certificate or certificates representing such shares of such Seriesto the Corporation, and thereupon the Corporation's Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. From and after the Conversion Date, unless there shall have been a default in payment of the Corporation's Redemption Price, all rights of the holders of the Series B Preferred Stock redeemed (except the right to receive the Redemption Price upon surrender of their certificate or certificates) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Corporation may thereafter take such appropriate action (without the need or be deemed to be outstanding for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordinglyany purpose whatsoever.

Mandatory Conversion. (a1) Upon At any time following the earlier of (A) date that is 4 months and one day following the closing Issue Date, the Corporation may force the conversion of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million of aggregate proceeds, net of the underwriting discount and commissions, to the Corporation (a “Qualified Public Offering”) or (B) a date specified by vote or written consent of the holders of at least 51% principal amount of the then outstanding shares Outstanding Debentures at the Conversion Price on not less than 30 days’ notice (the “Mandatory Conversion Notice”) to the Holders in accordance with Section 11.2 and the Trustee and concurrently issuing a press release should the daily VWAP of Series A Preferred Stock the Common Shares be greater than $9.00 for any 10 consecutive trading days. (2) The Mandatory Conversion Notice shall contain the date (the “Mandatory Conversion Date”), (i) all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock, at on which the then effective Series A Conversion Price and (ii) such shares may not be reissued by the Corporation as shares of such series. (b) All holders of record of shares of Series A Preferred Stock Outstanding Debentures shall be given written notice of deemed to be surrendered for conversion; provided that the Mandatory Conversion Date and shall be a date on which the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 6. Such notice need not be given in advance register of the occurrence of Trustee is open. (3) On the Mandatory Conversion Date, the Trustee shall cancel the Outstanding Debentures held by the Debentureholders. Such notice Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Trustee, his or her nominee(s) or assignee(s) shall be sent by first class or registered mailentitled to be entered in the books of the Corporation as at the Mandatory Conversion Date, postage prepaid, or given by electronic communication as the holder of the number of Common Shares into which such Debenture is convertible in compliance accordance with the provisions of this Article and, as soon as practicable thereafter, the General Corporation Law, shall electronically deposit the Common Shares in the name of the Debentureholder or deliver to each record holder of Series A Preferred Stock. Upon receipt of such notice, each holder of shares of Series A Preferred Stock shall surrender his, her or its Debentureholder a certificate or certificates for all such shares Common Shares pursuant to the Corporation at the place designated in such notice, terms of this Indenture and shall thereafter receive certificates for the number make or cause to be made any payment of shares of Common Stock interest to which such holder is entitled pursuant to this in accordance with Section 6. On the Mandatory Conversion Date, all outstanding shares o f Series A Preferred Stock 4.5(4)Section 4.4(5). (4) The holder of a Debenture converted in accordance with Section 4.5 shall be deemed to have been converted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A Preferred Stock so converted, including the rights, if any, entitled to receive notices accrued and vote (other than as a holder of Common Stock), will terminate, except only unpaid interest in respect thereof from the rights date of the holders thereof, upon surrender of their certificate or certificates therefor, last Interest Payment Date up to receive certificates for the number of shares of Common Stock into which such Series A Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon. 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 Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after excluding the Mandatory Conversion Date (less applicable withholding taxes, if any), and the surrender of the certificate or certificates for Series A Preferred Stock, the Corporation shall cause to be Common Shares issued and delivered to such holder, or on his, her or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on upon such conversion in accordance with the provisions hereof and cash as provided in Subsection 5(b) shall rank only in respect of any fraction distributions or dividends declared in favour of a share shareholders of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from record on and after the Mandatory Conversion Date, from which date they will for all purposes be and be deemed to have been retired be issued and cancelled outstanding as fully paid and the shares of Series A Preferred Stock represented thereby converted into non-assessable Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Series A Preferred Stock may not he reissued as shares of such Series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordinglyShares.

Mandatory Conversion. (a) Upon Each Preferred Unit shall automatically be converted into Common Units at the earlier then-applicable Conversion Price upon the occurrence of a Public Offering where the Company receives proceeds of greater than $40,000,000 (A) net of underwriters discounts and commissions), and the closing of the sale of shares of Common Stock price per Unit to the public is not less than $3.2358, subject to adjustment in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act event of 1933any Unit dividends, as amendedUnit splits, resulting in at least $20 million of aggregate proceedsUnit combinations, net of reclassifications or the underwriting discount and commissions, to the Corporation like (a “Qualified Public Offering”) or (B) a date specified by ). In addition, each Preferred Unit shall automatically be converted into Common Units at the then applicable Conversion Price upon the affirmative vote or written consent of (i) the holders of at least 51% sixty-six and two-thirds percent (66 2/3%) of the then then-outstanding shares of Series A Preferred Stock (the “Mandatory Conversion Date”)Units, (i) all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective Series A Conversion Price voting as a single Class and (ii) such shares may not be reissued by the Corporation as shares of such series. (b) Super Majority Class C Investors. All holders of record of shares of Series A Preferred Stock shall Units will be given at least ten (10) days prior written notice of the Mandatory Conversion Date and the place designated date fixed for mandatory conversion of all such shares of Series A the Preferred Stock pursuant to this Section 6. Such notice need not be given in advance Units and the event causing the mandatory conversion of the occurrence of the Mandatory Conversion DatePreferred Units into Common Units. Such notice shall be sent by first class or registered mail, postage prepaid, or given by electronic communication to each holder of record of Preferred Units at such holder’s address as shown in compliance with the provisions records of the General Corporation Law, to each record holder of Series A Preferred StockCompany. Upon receipt of such noticeOn or before the date so fixed for conversion, each holder of shares of Series A Preferred Stock Units shall surrender his, her or its the certificate or certificates for all such shares Preferred Units to the Corporation Company at the place designated in such notice, notice and shall thereafter receive certificates for the number of shares of Common Stock Units to which such holder is entitled entitled. The mechanics for conversion and other provisions relating to conversion of Preferred Units into Common Units set forth elsewhere in this Agreement shall apply to the mandatory conversion of the Preferred Units. Upon any conversion pursuant to this Section 64.14, any Unpaid Yield shall be paid in cash to Preferred Unitholders in full on the date of conversion; provided that, upon any conversion related to a Public Offering, any Unpaid Yield, at the election of (i) the holders of at least sixty-six and two-thirds percent (66 2/3%) of the then-outstanding Preferred Units, voting as a single Class and (ii) the Majority Class C Investors shall instead of being paid in cash shall be converted into Common Units in accordance with Section 4.11(b). On Any such election for the Mandatory Conversion DateUnpaid Yield to be converted into Common Units must be made prior to closing of the Public Offering. (b) If any Purchaser (as defined in the Purchase Agreement) fails to purchase from the Company such Purchaser’s applicable number of Second Tranche Units (as defined in the Purchase Agreement) that it is required to purchase at the Second Tranche Closing (as defined in the Purchase Agreement) (any such Purchaser, referred to herein as a “Breaching Purchaser”), then, pursuant to the terms of the Purchase Agreement, upon the consummation of the Second Tranche Closing at which such Purchaser became a Breaching Purchaser, all outstanding shares o f Series A Preferred Stock of such Breaching Purchaser’s Class C Units shall be deemed to have been converted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than automatically convert as a holder of Common Stock), will terminate, except only the rights of the holders thereof, upon surrender of their certificate Second Tranche Closing into Common Units without any further action by such Breaching Purchaser or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series A Preferred Stock has been converted, Company and payment of any declared but unpaid dividends thereon. If so required by the Corporation, certificates surrendered for conversion shall be endorsed whether or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of not the certificate or certificates for Series A Preferred Stock, representing such Units are surrendered to the Corporation shall cause to be issued and delivered to such holder, or on his, her or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 5(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered Company. The mechanics for conversion in accordance with the and other provisions hereof shall, from and after the Mandatory Conversion Date, be deemed relating to have been retired and cancelled and the shares conversion of Series A Preferred Stock represented thereby converted Units into Common Stock for all purposes, notwithstanding Units set forth elsewhere in this Agreement shall apply to the failure mandatory conversion of the holder or holders thereof Preferred Units under this Section 4.14(b). Upon any conversion pursuant to surrender such certificates this Section 4.14(b), any Unpaid Yield related to the Class C Units shall be forfeited in full and no payment shall be made on or prior to such date. Such converted Series A Preferred Stock may not he reissued as shares of such Series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordinglyaccount thereof.

Mandatory Conversion. (ai) Upon the earlier Each time that a share of (A) the closing of the sale of 7.50% Preferred is converted into one or more shares of Common Stock pursuant to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million of aggregate proceeds, net provisions of the underwriting discount and commissions, to Certificate of Designations of 7.50% Mandatory Convertible Preferred Shares of the Corporation (a “Qualified Public Offering”) or (B) a date specified by vote or written consent such Certificate of the holders of at least 51% of the then outstanding shares of Series A Preferred Stock (Designations, as may be amended from time to time, the “Mandatory Conversion Date7.5% Preferred Certificate of Designation”), 1.98507454 shares of Class B Common then outstanding will automatically convert, without any further action on the part of the Corporation or the Holder thereof (isubject to Section 5(i)) into a number of newly issued shares of Common Stock equal to the Class B Conversion Rate (as defined in Section 6 below). (ii) In the event that less than all outstanding shares of Series A 7.50% Preferred Stock shall automatically be is converted into shares of Common Stock, at the then effective Series A Conversion Price and (ii) such shares may not be reissued by the Corporation as shares shall, within five (5) business days of such series. conversion, provide ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ (b“▇▇▇▇▇▇▇”) All holders with written notification of record such conversion. Within ten (10) business days of shares of Series A Preferred Stock shall be given written notice of the Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 6. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of the General Corporation Law, to each record holder of Series A Preferred Stock. Upon receipt of such notice, each holder Cargill shall provide the Corporation with written instructions identifying of the shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares Class B Common to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 6. On the Mandatory Conversion Date, all outstanding shares o f Series A Preferred Stock shall be deemed to have been converted into shares of Common Stock, which Stock in accordance with the Section 5(i). (iii) The Corporation shall be deemed to be outstanding make such arrangements as it deems appropriate for the issuance of record, and all rights with respect to the Series A Preferred Stock so converted, including the rightscertificates, if any, to receive notices representing Common Stock, and vote (other than as a holder for the payment of cash in lieu of fractional shares of Common Stock), will terminateif any, except only the rights of the holders thereof, in exchange for and contingent upon surrender of their certificate or certificates therefor, to receive certificates for representing the number shares of Class B Common (if such shares are held in certificated form). The Corporation may defer the payment of dividends on the Common Stock issuable upon conversion of shares of Class B Common Stock into which such Series A Preferred Stock has been convertedand the voting thereof until, and make such payment of any declared but unpaid dividends thereon. If so required by the Corporationand voting contingent upon, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for Series A Preferred Stockrepresenting the shares of Class B Common, provided that the Corporation shall cause give the Holders of the shares of Class B Common such notice of any such actions as the Corporation deems appropriate and upon such surrender such Holders shall be entitled to receive such dividends declared and paid on such Common Stock subsequent to the date of conversion. Amounts payable in cash in respect of the shares of Class B Common or in respect of such Common Stock shall not bear interest. Transfer or similar taxes in connection with the issuance of Common Stock to any person other than the Holder will be issued paid by the Holder. (iv) Upon conversion of any share of Class B Common as described in this Section 5, such share of Class B Common shall no longer be outstanding and delivered shall automatically be cancelled and retired and shall cease to exist, and each certificate representing each share of Class B Common so converted shall, insofar as it relates to such holdershare, or on hiscease to have any rights with respect thereto, her or its written order, a certificate or certificates for except the number of full right to receive the shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 5(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Series A Preferred Stock may not he reissued as shares of such Series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordinglycertificate.

Mandatory Conversion. (a) Upon On the earlier of (A) the closing fifth business day after any delisting of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million of aggregate proceeds, net of the underwriting discount and commissions, to the Corporation (a “Qualified Public Offering”) or (B) a date specified by vote or written consent of the holders of at least 51% of the then outstanding shares of Series A Preferred Stock by Nasdaq has become effective (the “Mandatory Conversion Date”), (i) all each outstanding shares share of Series A Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective Series A Conversion Price and (ii) such shares may not be reissued by the Corporation as shares of such series. (b) All holders of record of shares of Series A Preferred Stock shall be given written notice automatically converted into 2.80 shares of Class A Common Stock per share of Preferred Stock (the “Mandatory Conversion”). The Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 6. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of the General Corporation Law, to each record holder of Series A Preferred Stock. Upon receipt of such notice, each holder of shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 6. On the Mandatory Conversion Date, all outstanding shares o f Series A Preferred Stock shall be deemed to have been converted into effected at 5:00 p.m., New York City time, on the Mandatory Conversion Date, the person or persons entitled to receive shares of Class A Common Stock, which Stock issuable upon the Mandatory Conversion shall be deemed to be outstanding treated for all purposes as the holder(s) of recordsuch shares of Class A Common Stock after that time on the Mandatory Conversion Date, and all the rights with respect to the Series A all shares of Preferred Stock so convertedStock, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock)notices, will terminateterminate at that time, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor, Preferred Stock to receive certificates for the number of shares of Class A Common Stock into which such Series Preferred Shares have been converted. Except as provided in Section 6.3(b), prior to 5:00 p.m., New York City time, on the Mandatory Conversion Date, the shares of Class A Common Stock issuable upon the Mandatory Conversion of the Preferred Stock has been convertedshall not be deemed to be outstanding for any purpose, and payment holders of the Preferred Stock shall have no rights with respect to such shares of Class A Common Stock, including voting rights, rights to respond to tender offers and rights to receive any declared but unpaid dividends thereonor other distributions on such shares of Class A Common Stock, by virtue of holding the Preferred Stock. (b) On or after the Mandatory Conversion Date, each holder of a certificated share of Preferred Stock shall upon the request of the Corporation surrender the certificate representing such share, duly endorsed or assigned to the Corporation or in blank, at the office of the transfer agent. If so required by the Corporationshares of Class A Common Stock deliverable upon conversion are to be issued in a different name from the name in which the shares of Preferred Stock to be converted are registered, certificates surrendered for the holder must also deliver to the transfer agent a written notice of the name and address of the person in which the shares of Class A Common Stock deliverable upon conversion shall are to be endorsed or accompanied by written registered and an instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney the holder’s duly authorized attorney, together with an amount sufficient to pay any transfer or similar tax in writing. connection with the issuance and delivery of such shares of Class A Common Stock in such name (or evidence reasonably satisfactory to the Corporation demonstrating that such taxes have been paid). (c) As soon promptly as practicable after compliance with the Mandatory Conversion Date and the surrender provisions of the certificate or certificates for Series A Preferred StockSection 10(b), the Corporation shall deliver or cause to be issued and delivered at the office of the transfer agent for delivery to such holder, or on his, her or its written order, the holder thereof a certificate or certificates representing the number of shares of Class A Common Stock into which such Preferred Stock has been converted in accordance with the provisions of this Section 10, registered in the same name or names as the shares of Preferred Stock converted or such other name or names as are duly specified in accordance with Section 10(b). (d) No fractional shares or scrip representing fractional shares of Class A Common Stock shall be issued upon the Mandatory Conversion of the Preferred Stock. If more than one share of Preferred Stock is surrendered for conversion by the same holder, the number of full shares of Class A Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Preferred Stock so surrendered. If the conversion of any share or shares of Preferred Stock results in a fraction, an amount equal to such fraction, multiplied by the last reported sale price of the Class A Common Stock on the Nasdaq Stock Market (or on such conversion other national securities exchange or authorized quotation system on which the Class A Common Stock is then listed for trading or authorized for quotation or, if the Class A Common Stock is not then so listed or authorized for quotation, an amount determined in accordance with good faith by the provisions hereof Board of Directors to be the fair market value of the Class A Common Stock) at the close of business on the trading day next preceding the Mandatory Conversion Date shall be paid to such holder in cash by the Corporation. (e) The issuance or delivery of certificates for Class A Common Stock upon the Mandatory Conversion of shares of Preferred Stock shall be made without charge to the holder of shares of Preferred Stock for such certificates or for any documentary stamp or similar issue or transfer tax in respect of the issuance or delivery of such certificates or the securities represented thereby, and cash such certificates shall be issued or delivered in the respective names of, or in such names as provided in Subsection 5(b) may be directed by, the holders of the shares of Preferred Stock converted, provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any fraction transfer involved in the issuance and delivery of any such certificate in a share name other than that of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares the holder of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Series A Preferred Stock may not he reissued as shares of such Seriesconverted, and the Corporation may thereafter take shall not be required to issue or deliver such appropriate action (without certificate unless or until the need for stockholder action) as may be necessary person or persons requesting the issuance or delivery thereof have paid to reduce the authorized number Corporation the amount of shares such tax or have established to the reasonable satisfaction of Series A Preferred Stock accordinglythe Corporation that such tax has been paid.

Mandatory Conversion. (a) Upon the earlier of (A) the closing of the sale of shares of Common Stock Stock, at a price of at least $3.85 per share (subject to the public appropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting such shares), in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million 7,500,000 of aggregate proceeds, net of the underwriting discount and commissions, gross proceeds to the Corporation (a “Qualified Public Offering”) or (B) a date specified by vote or written consent of the holders of at least 51% of the then outstanding shares of Series A Preferred Stock (the “"Mandatory Conversion Date”"), (i) all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective Series A Conversion Price conversion rate and (ii) such the number of authorized shares may not of Preferred Stock shall be reissued automatically reduced by the Corporation as number of shares of such seriesPreferred Stock that had been designated as Series A Preferred Stock, and all provisions included under the caption "Series A Convertible Preferred Stock", and all references to the Series A Preferred Stock, shall be deleted and shall be of no further force or effect. (b) All holders of record of shares of Series A Preferred Stock shall be given written notice of the Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 65. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of the General Corporation Law, to each record holder of Series A Preferred StockStock at such holder's address last shown on the records of the transfer agent for the Series A Preferred Stock (or the records of the Corporation, if it serves as its own transfer agent). Upon receipt of such notice, each holder of shares of Series A Preferred Stock shall surrender his, her his or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 65. On the Mandatory Conversion Date, all outstanding shares o f Series A Preferred Stock shall be deemed to have been converted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), ) will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series A Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon. 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 Corporation, duly executed by the registered holder or by his, her his or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for Series A Preferred Stock, the Corporation shall cause to be issued and delivered to such holder, or on his, her his or its written order, a certificate or CONTINUATION SHEET 12A certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 5(b4(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Series A Preferred Stock may not he reissued as shares of such Series, and the The Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.

Mandatory Conversion. (a) Upon the earlier of (A) the closing of the sale of shares of Common Stock Stock, at a price to the public of at least $2.00 per share (subject to appropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting such shares), in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million 25,000,000 of aggregate proceeds, net of the underwriting discount and commissions, proceeds to the Corporation and the post-money market value of the Corporation (on a fully-diluted basis) is at least $125,000,000 (a “Qualified Qualifying Public Offering”) or (B) a date specified agreed to in writing by vote or written consent of the holders of at least 51% sixty-seven percent (67%) of the then outstanding shares of Series A Senior Preferred Stock (calculated in accordance with Section 3(a) hereof as if such shares were being voted at a meeting of stockholders), voting together as a single class (the “Mandatory Conversion Date”), (i) all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective Series A Conversion Price conversion rate and (ii) such shares may not be reissued by the Corporation as shares of such seriesPreferred Stock. (b) All holders of record of shares of Series A Preferred Stock shall be given written notice of the Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 65. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of the General Corporation LawDGCL, to each record holder of Series A Preferred Stock. Upon receipt of such notice, each holder of shares of Series A Preferred Stock shall surrender his, her his or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 65. On the Mandatory Conversion Date, all outstanding shares o f Series A of Preferred Stock shall be deemed to have been converted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), ) will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series A Preferred Stock has been converted, and payment of any declared or accrued but unpaid dividends thereonthereon pursuant to Sections l(a) or l(b) above (but excluding any dividends referred to in Section l(c) through Section l(g) above, which shall be cancelled). 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 Corporation, duly executed by the registered holder or by his, her his or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for Series A Preferred Stock, the Corporation shall cause to be issued and delivered to such holder, or on his, her his or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 5(b4(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Series A Preferred Stock may not he reissued as shares of such Seriesbe reissued, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.

Mandatory Conversion. If at any time the Corporation shall effect ▇ ▇▇▇▇ ▇▇▇▇▇tment underwritten public offering of shares of Common Stock in which (ai) Upon the earlier price paid by the public for such shares shall be at least two times the Series A Conversion Price per share and (as adjusted from time to time) and (ii) the aggregate value of the shares of Common Stock issuable upon conversion of each share of Series A Convertible Preferred Stock (Autilizing the offering price in such underwriting) is at least $5,000,000 (appropriately adjusted to reflect the occurrence of any event described in subparagraph 6F), then effective upon the closing of the sale of such shares of Common Stock to by the public in a firm-commitment underwritten public offering Corporation pursuant to an effective registration statement under the Securities Act of 1933such public offering, as amended, resulting in at least $20 million of aggregate proceeds, net of the underwriting discount and commissions, to the Corporation (a “Qualified Public Offering”) or (B) a date specified by vote or written consent of the holders of at least 51% of the then outstanding shares of Series A Preferred Stock (the “Mandatory Conversion Date”), (i) all outstanding shares of Series A Convertible Preferred Stock shall automatically be converted into convert to shares of Common Stock, at Stock on the then effective Series A Conversion Price and (ii) such shares may not be reissued by the Corporation as shares of such series. (b) All holders of record basis set forth in this paragraph 6. Holders of shares of Series A Convertible Preferred Stock shall be given written notice so converted may deliver to the Corporation at its principal office (or such other office or agency of the Mandatory Conversion Date and Corporation as the place designated for mandatory conversion of all Corporation may designate by notice in writing to such shares of Series A Preferred Stock pursuant to this Section 6. Such notice need not be given in advance of holders) during its usual business hours, the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of the General Corporation Law, to each record holder of Series A Preferred Stock. Upon receipt of such notice, each holder of shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such the shares to so converted. As promptly as practicable thereafter, the Corporation at the place designated in shall issue and deliver to such notice, and shall thereafter receive holder a certificate or certificates for the number of whole shares of Common Stock to which such holder is entitled, together with any cash dividends and payment in lieu of fractional shares to which such holder may be entitled pursuant to this Section 6. On the Mandatory Conversion Date, all outstanding shares o f Series A Preferred Stock shall be deemed to have been converted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than subparagraph 6C. Until such time as a holder of Common Stock), will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series A Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon. 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 Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for Series A Preferred Stock, the Corporation shall cause to be issued and delivered to such holder, or on his, her or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 5(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Series A Preferred Stock may not he reissued as shares of such Series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Convertible Preferred Stock accordinglyshall surrender his or its certificates therefor as provided above, such certificates shall be deemed to represent the shares of Common Stock which such holder shall be entitled upon the surrender thereof.

Mandatory Conversion. (a) Upon If the earlier Corporation shall effect a firm commitment underwritten Public Offering of shares of its Common Stock in which (Aa) the aggregate price paid by the public for the shares will be at least $15 million and (b) the price per share paid by the public for such shares will be at least four times the Conversion Price then in effect ("Qualified Public Offering") then the Corporation shall require the conversion of, and the holders shall convert, all of the outstanding Series A Preferred Shares into shares of Common Stock and upon such conversion each holder of Series A Preferred Shares shall also receive from the Corporation in respect to each share of Series A Preferred so converted, at such holder's election, either (i) a cash amount equal to the Liquidation Value, or (ii) an additional number of shares of registered Common Stock equal to the number obtained by dividing the Liquidation Value by the price per share received by the Corporation in such Qualified Public Offering, all without any further action by the holders of such Series A Preferred Shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent. Any such mandatory conversion shall only be effected at the time of and subject to the closing of the sale of such shares pursuant to such Qualified Public Offering and upon written notice of such mandatory conversion delivered to all holders of Series A Preferred at least seven but not more than 20 days prior to such closing. (b) If (i) the Corporation shall effect a firm commitment underwritten Public Offering of shares of its Common Stock to the public in which is not a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million of aggregate proceeds, net of the underwriting discount and commissions, to the Corporation Qualified Public Offering (a “"Non-Qualified Public Offering”") or and (Bii) a date specified by vote or written consent of the holders of at least 5166 2/3% of the then outstanding shares of Series A Preferred Stock (Shares outstanding at such time shall approve such Non-Qualified Public Offering then the “Mandatory Conversion Date”)Corporation shall require the conversion of, (i) and the holders shall convert, all of the outstanding shares of Series A Preferred Stock shall automatically be converted Shares into shares of Common Stock, at the then effective Series A Conversion Price Stock and (ii) upon such shares may not be reissued by the Corporation as shares of such series. (b) All holders of record of shares of Series A Preferred Stock shall be given written notice of the Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 6. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of the General Corporation Law, to each record holder of Series A Preferred Stock. Upon receipt of such notice, Shares shall also receive from the Corporation in respect to each holder of shares share of Series A Preferred Stock shall surrender hisso converted, her or its certificate or certificates for all at such shares holder's election, either (i) a cash amount equal to the Corporation at the place designated in such noticeLiquidation Value, and shall thereafter receive certificates for the or (ii) an additional number of shares of registered Common Stock equal to which the number obtained by dividing the Liquidation Value by the price per share received by the Corporation in such holder is entitled pursuant to this Section 6. On the Mandatory Conversion DateNon-Qualified Public Offering, all outstanding shares o f Series A Preferred Stock shall be deemed to have been converted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate, except only the rights of without any further action by the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series A Preferred Stock has been converted, Shares and payment of any declared but unpaid dividends thereonwhether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent. If so required by the Corporation, certificates surrendered for Any such mandatory conversion shall only be endorsed or accompanied by written instrument or instruments effected at the time of transfer, in form satisfactory and subject to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender closing of the certificate or certificates for Series A Preferred Stock, the Corporation shall cause sale of such shares pursuant to be issued such Non-Qualified Public Offering and upon written notice of such mandatory conversion delivered to such holder, or on his, her or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 5(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares all holders of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or at least seven but not more than 20 days prior to such date. Such converted Series A Preferred Stock may not he reissued as shares of such Series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordinglyclosing.

Mandatory Conversion. (a) Upon the earlier of (A) the closing of the sale of shares of Common Stock Subject to the public adjustments set forth in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million of aggregate proceeds, net of the underwriting discount and commissions, to the Corporation (a “Qualified Public Offering”) or (B) a date specified by vote or written consent of the holders of at least 51% of the then outstanding shares of Series A Preferred Stock (the “Mandatory Conversion Date”Section 4.2(b)(iv)(C), (i) all outstanding shares each share of Series A Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective Series A Conversion Price and (ii) such shares may not be reissued by the Corporation as shares of such series. (b) All holders of record of shares of Series A Preferred Stock shall be given written notice converted automatically into shares of the Corporation's Common Stock at the Series A Conversion Rate, Series B Conversion Rate or Series C Conversion Rate, as applicable, on the date a Qualifying IPO is consummated (the "Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant Date"). At least 60 days prior to this Section 6. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice , the Corporation shall be sent by first class or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions (1) notify all holders of the General Preferred Stock of such event; (2) demand that all shares representing the Preferred Stock be returned to the Corporation's offices or to the designated transfer agent; and (3) pay any transfer or similar tax with respect to the conversion, if any. As soon as practical but in any event within 30 days after the Mandatory Conversion Date, the Corporation Law, shall deliver a certificate to each record and in the name of the holder of Series A Preferred Stock. Upon receipt of such notice, each holder of shares of Series A the Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this issuable upon the conversion and a check in an amount calculated in accordance with Section 6. On the Mandatory Conversion Date, all outstanding shares o f Series A Preferred Stock shall be deemed to have been converted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A Preferred Stock so converted, including the rights4.2(b)(iv)(A)(2) for any fractional shares, if any, to receive notices and vote (other than as a holder for the shares of Common Stock), will terminate, except only Preferred Stock represented by the rights certificate. The name of the holders thereof, upon surrender person in which the Preferred Stock was issued shall be treated as the stockholder of their certificate or certificates therefor, to receive certificates for record of the number of shares of Common Stock into in which such Series A the Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon. 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 Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for Series A Preferred Stock, the Corporation shall cause to be issued and delivered to such holder, or was converted on his, her or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 5(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date. Adjustment (or cash payment, if applicable) shall be deemed made for accrued and previously declared and unpaid dividends, as of the Mandatory Conversion Date, on shares of Preferred Stock converted pursuant to have been retired and cancelled and this Section 4.2(b)(iv)(B). Upon such conversion, the rights of the holders of Preferred Stock with respect to the shares of Series A Preferred Stock represented thereby so converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Series A Preferred Stock may not he reissued as shares of such Series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordinglyshall cease.

Mandatory Conversion. (a) Upon If the earlier Corporation shall effect a firm commitment underwritten Public Offering of shares of its Common Stock in which (Aa) the aggregate price paid by the public for the shares will be at least $15 million and (b) the price per share paid by the public for such shares will be at least four times the Conversion Price then in effect ("Qualified Public Offering") then the Corporation shall require the conversion of, and the holders shall convert, all of the outstanding Series A Preferred Shares into shares of Common Stock and upon such conversion each holder of Series A Preferred Shares shall also receive from the Corporation in respect to each share of Series A Preferred so converted, at such holder's election, either (i) a cash amount equal to the Liquidation Value, or (ii) an additional number of shares of registered Common Stock equal to the number obtained by dividing the Liquidation Value by the price per share received by the Corporation in such Qualified Public Offering, all without any further action by the holders of such Series A Preferred Shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent. Any such mandatory conversion shall only be effected at the time of and subject to the closing of the sale of such shares pursuant to such Qualified Public Offering and upon written notice of such mandatory conversion delivered to all holders of Series A Preferred at least seven but not more than 20 days prior to such closing. (b) If (i) the Corporation shall effect a firm commitment underwritten Public Offering of shares of its Common Stock to the public in which is not a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million of aggregate proceeds, net of the underwriting discount and commissions, to the Corporation Qualified Public Offering (a “"Non-Qualified Public Offering”") or and (Bii) a date specified by vote or written consent of the holders of at least 5166-2/3% of the then outstanding shares of Series A Preferred Stock (Shares outstanding at such time shall approve such Non-Qualified Public Offering then the “Mandatory Conversion Date”)Corporation shall require the conversion of, (i) and the holders shall convert, all of the outstanding shares of Series A Preferred Stock shall automatically be converted Shares into shares of Common Stock, at the then effective Series A Conversion Price Stock and (ii) upon such shares may not be reissued by the Corporation as shares of such series. (b) All holders of record of shares of Series A Preferred Stock shall be given written notice of the Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 6. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of the General Corporation Law, to each record holder of Series A Preferred Stock. Upon receipt of such notice, Shares shall also receive from the Corporation in respect to each holder of shares share of Series A Preferred Stock shall surrender hisso converted, her or its certificate or certificates for all at such shares holder's election, either (i) a cash amount equal to the Corporation at the place designated in such noticeLiquidation Value, and shall thereafter receive certificates for the or (ii) an additional number of shares of registered Common Stock equal to which the number obtained by dividing the Liquidation Value by the price per share received by the Corporation in such holder is entitled pursuant to this Section 6. On the Mandatory Conversion DateNon-Qualified Public Offering, all outstanding shares o f Series A Preferred Stock shall be deemed to have been converted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate, except only the rights of without any further action by the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series A Preferred Stock has been converted, Shares and payment of any declared but unpaid dividends thereonwhether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent. If so required by the Corporation, certificates surrendered for Any such mandatory conversion shall only be endorsed or accompanied by written instrument or instruments effected at the time of transfer, in form satisfactory and subject to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender closing of the certificate or certificates for Series A Preferred Stock, the Corporation shall cause sale of such shares pursuant to be issued such Non- Qualified Public Offering and upon written notice of such mandatory conversion delivered to such holder, or on his, her or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 5(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares all holders of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or at least 7 but not more than 20 days prior to such date. Such converted Series A Preferred Stock may not he reissued as shares of such Series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordinglyclosing.

Mandatory Conversion. Each share of 7.50% Preferred will automatically convert (a) Upon unless previously converted at the earlier of (A) the closing option of the sale of shares of Common Stock to Corporation in accordance with Section 7, at the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million of aggregate proceeds, net option of the underwriting discount and commissionsHolder in accordance with Section 8, to the Corporation (or a “Qualified Public Offering”Merger Early Settlement has occurred in accordance with Section 9) or (B) a date specified by vote or written consent of the holders of at least 51% of the then outstanding shares of Series A Preferred Stock on July 1, 2006 (the “Mandatory Conversion Date”), (i) all outstanding into a number of newly issued shares of Series A Common Stock equal to the Conversion Rate (as defined in Section 10 below). Dividends on the shares of 7.50% Preferred Stock shall automatically cease to accrue and such shares of 7.50% Preferred shall cease to be converted into outstanding on the Mandatory Conversion Date. The Holders on the Mandatory Conversion Date shall have the right to receive a dividend payment of cash, shares of Common Stock, at or any combination thereof (in each case, in accordance with the then effective Series A Conversion Price and (iiprovisions of Section 3(i) such shares may not be reissued by hereof), as the Corporation determines in its sole discretion, in an amount equal to any accrued and unpaid dividends on 7.50% Preferred as shares of such series. (b) All holders of record of shares of Series A Preferred Stock shall be given written notice of the Mandatory Conversion Date and (other than previously declared dividends on 7.50% Preferred payable to a Holder of record as of a prior date), whether or not declared, out of legally available assets of the place designated for mandatory conversion Corporation. To the extent the Corporation pays some or all of all such dividend in shares of Series A Preferred Stock pursuant to this Section 6. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mailCommon Stock, postage prepaid, or given by electronic communication in compliance with the provisions of the General Corporation Law, to each record holder of Series A Preferred Stock. Upon receipt of such notice, each holder of shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock issuable to which a Holder in respect of such holder is entitled pursuant to this Section 6. On accrued and unpaid dividends shall equal the amount of accrued and unpaid dividends on 7.50% Preferred on the Mandatory Conversion DateDate that the Corporation determines to pay in shares of Common Stock divided by the Current Market Price (as defined below). The Corporation shall make such arrangements as it deems appropriate for the issuance of certificates, all outstanding shares o f Series A Preferred Stock shall be deemed to have been converted into if any, representing Common Stock, and for the payment of cash, if any, in respect of accrued and unpaid dividends (whether or not earned or declared) on 7.50% Preferred, if any, or cash in lieu of fractional shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A Preferred Stock so converted, including the rights, if any, to receive notices in exchange for and vote (other than as a holder of Common Stock), will terminate, except only the rights of the holders thereof, contingent upon surrender of their certificate or certificates therefor, to receive certificates for representing the number shares of 7.50% Preferred (if such shares are held in certificated form). The Corporation may defer the payment of dividends on Common Stock issuable upon conversion of shares of Common Stock into which such Series A 7.50% Preferred Stock has been convertedand the voting thereof until, and make such payment of any declared but unpaid dividends thereon. If so required by the Corporationand voting contingent upon, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for Series A Preferred Stockrepresenting the shares of 7.50% Preferred, provided that the Corporation shall cause to be issued and delivered to such holder, or on his, her or its written order, a certificate or certificates for give the number Holders of full the shares of 7.50% Preferred such notice of any such actions as the Corporation deems appropriate and upon such surrender such Holders shall be entitled to receive such dividends declared and paid on such Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 5(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Series A Preferred Stock which are required subsequent to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and . Amounts payable in cash in respect of the shares of Series A 7.50% Preferred Stock represented thereby converted into or in respect of such Common Stock for all purposes, notwithstanding shall not bear interest. Transfer or similar taxes in connection with the failure issuance of Common Stock to any person other than the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Series A Preferred Stock may not he reissued as shares of such Series, and Holder will be paid by the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordinglyHolder.