Common use of Mandatory Conversion Clause in Contracts

Mandatory Conversion. a) On the Mandatory Conversion Date, each share of Series A Preferred Stock that is outstanding as of such date, shall automatically convert into fully paid and non-assessable shares of Series B Preferred Stock with a liquidation preference equal to the $1,000 per share of Series B Preferred Stock, subject to adjustment as described in Section 7(c) hereof . All shares of Series A Preferred Stock being converted at one time by a holder shall be aggregated (even if they are represented by more than one certificate) in determining whether a holder would receive a fractional share of Series B Preferred Stock. b) On the Mandatory Conversion Date, any party entitled to receive shares of Series B Preferred Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Series B Preferred Stock on such date, whether or not such holder has surrendered the certificate or certificates for such holder’s shares of Series A Preferred Stock. A holder surrendering his or her certificate or certificates shall notify the Company of the name or names of such holder’s nominees in which such holder wishes the book entry evidence of ownership for shares of Series B Preferred Stock to be issued. The Company shall, as soon as practicable thereafter (and, in any event, within twenty (20) days of such surrender), cause to be issued book entry evidence of ownership of the number of shares of Series B Preferred Stock to which such holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share as provided herein. c) The Company shall file a Certificate of Designations, Preferences and Rights of the 8% Series B Senior Preferred Stock of L-1 Solutions, Inc., and shall reserve a sufficient number of shares of Series B Preferred Stock for issuance prior to the Mandatory Conversion Date.

Mandatory Conversion. a) On If, on or after the Mandatory Conversion Date, each share later of the Closing Date or the date the shares of Common issuable upon conversion of the Series A Preferred Stock that is outstanding become registered under the Securities Act of 1933, as of such dateamended, shall automatically convert into fully paid and non-assessable shares of Series B Preferred Stock with a liquidation preference equal become eligible for trading to the public, the Market Price of the Common exceeds $1,000 27.80 per share of Series B Preferred Stock(as adjusted for any stock split, subject to adjustment as described in Section 7(cstock dividend, recapitalization or otherwise on the Common) hereof . All for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock being converted at one time by remain outstanding, to require the holders of all (but not less than all) outstanding shares of Series A Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 (a “Mandatory Conversion”). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be aggregated (even if they are represented deemed to have been effected, without further action by more than one certificate) in determining whether any party, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice of its election of a holder would receive a fractional share Mandatory Conversion to the holders of Series B A Preferred Stock Shares. At the time any such conversion has been effected, the rights of the holders of shares of Series A Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock. b) On the Mandatory Conversion Date, any party and such holders entitled to receive shares Common upon conversion of such Series B A Preferred Stock issuable upon such conversion shall be treated for all purposes as the record holder holders of such shares of Series B Preferred Stock Common on such date, whether or not such holder has surrendered the certificate or certificates for such holder’s shares of Series A Preferred Stock. A holder surrendering his or her certificate or certificates shall notify the Company of the name or names of such holder’s nominees in which such holder wishes the book entry evidence of ownership for shares of Series B Preferred Stock date conversion is deemed to be issuedhave been effected. The Company shall, as soon as practicable thereafter (and, in any event, within twenty (20provisions of Section 5(a) days of such surrender), cause shall apply to be issued book entry evidence of ownership of the number of shares of Series B Preferred Stock to which such holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share as provided herein. c) The Company shall file a Certificate of Designations, Preferences and Rights of the 8% Series B Senior Preferred Stock of L-1 Solutions, Inc., and shall reserve a sufficient number of shares of Series B Preferred Stock for issuance prior to the Mandatory Conversion Dateunder this Section 5(c).

Mandatory Conversion. a) On If, on or after the Mandatory Conversion Date, each share later of the Closing Date or the date the shares of Common issuable upon conversion of the Series A Preferred Stock that is outstanding become registered under the Securities Act of 1933, as of such dateamended, shall automatically convert into fully paid and non-assessable shares of Series B Preferred Stock with a liquidation preference equal become eligible for trading to the public, the Market Price of the Common exceeds $1,000 {Note: this amount shall equal the Original Issue Price per share of Series B Preferred Stockplus $5.00} per share (as adjusted for any stock split, subject to adjustment as described in Section 7(cstock dividend, recapitalization or otherwise on the Common) hereof . All for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock being converted at one time by remain outstanding, to require the holders of all (but not less than all) outstanding shares of Series A Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 (a “Mandatory Conversion”). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be aggregated (even if they are represented deemed to have been effected, without further action by more than one certificate) in determining whether any party, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice of its election of a holder would receive a fractional share Mandatory Conversion to the holders of Series B A Preferred Stock Shares. At the time any such conversion has been effected, the rights of the holders of shares of Series A Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock. b) On the Mandatory Conversion Date, any party and such holders entitled to receive shares Common upon conversion of such Series B A Preferred Stock issuable upon such conversion shall be treated for all purposes as the record holder holders of such shares of Series B Preferred Stock Common on such date, whether or not such holder has surrendered the certificate or certificates for such holder’s shares of Series A Preferred Stock. A holder surrendering his or her certificate or certificates shall notify the Company of the name or names of such holder’s nominees in which such holder wishes the book entry evidence of ownership for shares of Series B Preferred Stock date conversion is deemed to be issuedhave been effected. The Company shall, as soon as practicable thereafter (and, in any event, within twenty (20provisions of Section 5(a) days of such surrender), cause shall apply to be issued book entry evidence of ownership of the number of shares of Series B Preferred Stock to which such holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share as provided herein. c) The Company shall file a Certificate of Designations, Preferences and Rights of the 8% Series B Senior Preferred Stock of L-1 Solutions, Inc., and shall reserve a sufficient number of shares of Series B Preferred Stock for issuance prior to the Mandatory Conversion Dateunder this Section 5(c).

Mandatory Conversion. a) On the Mandatory Conversion Date, each Each share of Series A Preferred Stock that is outstanding as shall be automatically converted, immediately at the Close of such dateBusiness on the Mandatory Conversion Date, shall automatically convert with no further action required to be taken by the Company or the holder thereof, into fully paid and non-assessable the number of shares of Series B Preferred Common Stock with a liquidation preference equal to the $1,000 number obtained by dividing (x) the sum of (A) the Liquidation Preference plus (B) except to the extent paid in cash as contemplated by Section 6(c) at the time of the conversion, an amount per share of Series B A Preferred Stock, subject Stock equal to adjustment as described in Section 7(c) hereof . All the accrued but unpaid dividends to which such holder of shares of Series A Preferred Stock being converted at one time by a holder shall be aggregated (even if they are represented by more than one certificate) in determining whether a holder would receive a fractional share of Series B Preferred Stock. b) On the Mandatory Conversion Date, any party is entitled to receive shares pursuant to Section 4(b) through, but excluding, the conversion date, if any, by (y) the Conversion Rate in effect at such time. Immediately upon conversion as provided herein (i) each holder of Series B A Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Series B Preferred Stock on such date, whether or not such holder has surrendered the certificate or certificates for such holder’s shares of Series A Preferred Stock. A holder surrendering his or her certificate or certificates shall notify , notwithstanding that the share register of the Company of the name shall then be closed or names of such holder’s nominees in which such holder wishes the book that book-entry evidence of ownership for shall not then actually be delivered to such Person and (ii) each converted shares of Series B A Preferred Stock as provided herein shall be retired and cancelled automatically with no further action required to be issuedtaken by the Company or the holder thereof. The Company shall, as soon As promptly as practicable thereafter on or after the Mandatory Conversion Date (and, and in any event, within twenty (20) days of such surrenderevent no later than five Trading Days thereafter), cause the Company shall provide notice to be issued book entry evidence of ownership the holders of the number of shares of Series B Preferred Stock to which such holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share as provided herein. c) The Company shall file a Certificate of Designations, Preferences and Rights of the 8% Series B Senior A Preferred Stock of L-1 Solutions, Inc., and shall reserve a sufficient number the occurrence of shares of Series B Preferred Stock for issuance prior to the Mandatory Conversion Date., which notice shall set forth procedures for the surrender of the shares of Series A Preferred Stock which have been converted to the

Mandatory Conversion. a) On the Mandatory Conversion Date, The Corporation shall give written notice to each holder of a share of Series A C Preferred Stock that is outstanding as within ten (10) days after the effectiveness of an Increase in Authorized Common Stock. Following the conversion of such dateshares, each holder of shares so converted may surrender the certificate therefor at the office of the Corporation or any transfer agent for the Series C Preferred Stock. Upon such surrender, the Corporation shall automatically convert into fully paid issue and non-assessable deliver to each holder a certificate or certificates for the number of whole shares of Common Stock to which such holder is entitled. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value (as determined in good faith by the Board of Directors of the Corporation) of the Common Stock. The conversion of shares of Series B C Preferred Stock shall be effective simultaneously with a liquidation preference equal to the $1,000 per share effectiveness of Series B Preferred an Increase in Authorized Common Stock, subject to adjustment as described in Section 7(c) hereof . All whether or not the certificates representing such shares of Series A C Preferred Stock being shall have been surrendered or new certificates representing the shares of Common Stock into which such shares have been converted at one time by a holder shall be aggregated (even if they are represented by more than one certificate) in determining whether a holder would receive a fractional share of Series B Preferred Stock. b) On have been issued and the Mandatory Conversion Date, any party person or persons entitled to receive the shares of Series B Preferred Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Series B Preferred Common Stock on such date, whether . Any dividends or not such holder has surrendered distributions declared but unpaid at the certificate or certificates for such holder’s shares time of a mandatory conversion with respect to the Series A Preferred Stock. A holder surrendering his or her certificate or certificates shall notify the Company of the name or names of such holder’s nominees in which such holder wishes the book entry evidence of ownership for shares of Series B C Preferred Stock to be issued. The Company shallso converted, as soon as practicable thereafter (and, in including any event, within twenty (20) days of such surrender), cause to be issued book entry evidence of ownership of dividends declared on the number of shares of Series B Preferred Common Stock to which such holder the Series C Preferred Stock is entitled pursuant to Section 6 above, shall be entitled as aforesaid, together with cash in lieu of any fraction of a share as provided hereinpaid on the payment date therefore. c) The Company shall file a Certificate of Designations, Preferences and Rights of the 8% Series B Senior Preferred Stock of L-1 Solutions, Inc., and shall reserve a sufficient number of shares of Series B Preferred Stock for issuance prior to the Mandatory Conversion Date.

Mandatory Conversion. (a) On the fifth business day after any delisting of the Preferred Stock by Nasdaq has become effective (the “Mandatory Conversion Date”), each outstanding share of the Preferred Stock shall be automatically converted into 2.80 shares of Class A Common Stock per share of Preferred Stock (the “Mandatory Conversion”). The Mandatory Conversion shall be deemed to have been effected at 5:00 p.m., New York City time, on the Mandatory Conversion Date, each share of Series A Preferred Stock that is outstanding as of such date, shall automatically convert into fully paid and non-assessable shares of Series B Preferred Stock with a liquidation preference equal to the $1,000 per share of Series B Preferred Stock, subject to adjustment as described in Section 7(c) hereof . All shares of Series A Preferred Stock being converted at one time by a holder shall be aggregated (even if they are represented by more than one certificate) in determining whether a holder would receive a fractional share of Series B Preferred Stock. b) On the Mandatory Conversion Date, any party person or persons entitled to receive shares of Series B Preferred Class A Common Stock issuable upon such conversion the Mandatory Conversion shall be treated for all purposes as the record holder holder(s) of such shares of Series B Preferred Class A Common Stock after that time on such datethe Mandatory Conversion Date, whether or not such holder has surrendered and the certificate or certificates for such holder’s rights with respect to all shares of Series A Preferred Stock. A holder surrendering his or her certificate or certificates shall notify , including the Company rights, if any, to receive notices, will terminate at that time, except only the rights of the name or names holders of such holder’s nominees in which such holder wishes the book entry evidence of ownership for shares of Series B Preferred Stock to be issued. The Company shall, as soon as practicable thereafter (and, in any event, within twenty (20) days of such surrender), cause to be issued book entry evidence of ownership of receive certificates for the number of shares of Series B Class A Common Stock into which such 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 shall not be deemed to be outstanding for any purpose, and 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 dividends or 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 the shares 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, the holder must also deliver to the transfer agent a written notice of the name and address of the person in which such the shares of Class A Common Stock deliverable upon conversion are to be registered and an instrument of transfer, in form satisfactory to the Corporation, duly executed by the holder shall be entitled as aforesaidor the holder’s duly authorized attorney, together with cash an amount sufficient to pay any transfer or similar tax in lieu connection with the issuance and delivery of any fraction such shares of a share as provided hereinClass A Common Stock in such name (or evidence reasonably satisfactory to the Corporation demonstrating that such taxes have been paid). (c) The Company As promptly as practicable after compliance with the provisions of Section 10(b), the Corporation shall file a Certificate of Designations, Preferences and Rights deliver or cause to be delivered at the office of the 8% Series B Senior Preferred Stock of L-1 Solutions, Inc., and shall reserve transfer agent for delivery to the holder thereof a sufficient certificate or certificates representing the number of shares of Series B 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 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 good faith by the 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 prior or delivery of such certificates or the securities represented thereby, and such certificates shall be issued or delivered in the respective names of, or in such names as 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 transfer involved in the issuance and delivery of any such certificate in a name other than that of the holder of the shares of Preferred Stock converted, and the Corporation shall not be required to issue or deliver such certificate unless or until the person or persons requesting the issuance or delivery thereof have paid to the Mandatory Conversion DateCorporation the amount of such tax or have established to the reasonable satisfaction of the Corporation that such tax has been paid.

Mandatory Conversion. (a) Upon the closing of the sale of shares of Common Stock, at a price of at least $3.85 per share (subject to appropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting such shares), in a public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $7,500,000 of gross proceeds to the Corporation (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 conversion rate and (ii) the number of authorized shares of Preferred Stock shall be automatically reduced by the number of shares of Preferred 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 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, to each record holder of Series A Preferred Stock 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 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 5. On the Mandatory Conversion Date, each share of all rights with respect to the Series A Preferred Stock that is outstanding so converted, including the rights, if any, to receive notices and vote (other than as a holder of such dateCommon Stock) will terminate, shall automatically convert into fully paid and non-assessable 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 B A Preferred Stock with a liquidation preference equal 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 $1,000 per share Corporation, duly executed by the registered holder or by 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 B A Preferred Stock, subject the Corporation shall cause to adjustment be issued and delivered to such holder, or on 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 described provided in Section 7(cSubsection 4(b) hereof . 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 being converted at one time by a holder shall which are required to be aggregated (even if they are represented by more than one certificate) surrendered for conversion in determining whether a holder would receive a fractional share of Series B Preferred Stock. b) On accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, any party entitled be deemed to receive shares of Series B Preferred Stock issuable upon such conversion shall be treated for all purposes as have been retired and cancelled and the record holder of such shares of Series B Preferred Stock on such date, whether or not such holder has surrendered the certificate or certificates for such holder’s shares of Series A Preferred Stock. A holder surrendering his or her certificate or certificates shall notify Stock represented thereby converted into Common Stock for all purposes, notwithstanding the Company failure of the name holder or names of holders thereof to surrender such holder’s nominees in which certificates on or prior to such holder wishes date. The Corporation may thereafter take such appropriate action (without the book entry evidence of ownership need for shares of stockholder action) as may be necessary to reduce the authorized Series B A Preferred Stock to be issued. The Company shall, as soon as practicable thereafter (and, in any event, within twenty (20) days of such surrender), cause to be issued book entry evidence of ownership of the number of shares of Series B Preferred Stock to which such holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share as provided hereinaccordingly. c) The Company shall file a Certificate of Designations, Preferences and Rights of the 8% Series B Senior Preferred Stock of L-1 Solutions, Inc., and shall reserve a sufficient number of shares of Series B Preferred Stock for issuance prior to the Mandatory Conversion Date.

Mandatory Conversion. a) On If, on or after the Mandatory Conversion Date, each share later of the Closing Date or the date the shares of Common issuable upon conversion of the Series A Preferred Stock that is outstanding become registered under the Securities Act of 1933, as of such dateamended, shall automatically convert into fully paid and non-assessable shares of Series B Preferred Stock with a liquidation preference equal become eligible for trading to the public, the Market Price of the Common exceeds $1,000 {NOTE: THIS AMOUNT SHALL EQUAL THE ORIGINAL ISSUE PRICE PER SHARE PLUS $5.00} per share of Series B Preferred Stock(as adjusted for any stock split, subject to adjustment as described in Section 7(cstock dividend, recapitalization or otherwise on the Common) hereof . All for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock being converted at one time by remain outstanding, to require the holders of all (but not less than all) outstanding shares of Series A Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 (a "MANDATORY CONVERSION"). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be aggregated (even if they are represented deemed to have been effected, without further action by more than one certificate) in determining whether any party, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice of its election of a holder would receive a fractional share Mandatory Conversion to the holders of Series B A Preferred Stock Shares. At the time any such conversion has been effected, the rights of the holders of shares of Series A Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock. b) On the Mandatory Conversion Date, any party and such holders entitled to receive shares Common upon conversion of such Series B A Preferred Stock issuable upon such conversion shall be treated for all purposes as the record holder holders of such shares of Series B Preferred Stock Common on such date, whether or not such holder has surrendered the certificate or certificates for such holder’s shares of Series A Preferred Stock. A holder surrendering his or her certificate or certificates shall notify the Company of the name or names of such holder’s nominees in which such holder wishes the book entry evidence of ownership for shares of Series B Preferred Stock date conversion is deemed to be issuedhave been effected. The Company shall, as soon as practicable thereafter (and, in any event, within twenty (20provisions of Section 5(a) days of such surrender), cause shall apply to be issued book entry evidence of ownership of the number of shares of Series B Preferred Stock to which such holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share as provided herein. c) The Company shall file a Certificate of Designations, Preferences and Rights of the 8% Series B Senior Preferred Stock of L-1 Solutions, Inc., and shall reserve a sufficient number of shares of Series B Preferred Stock for issuance prior to the Mandatory Conversion Dateunder this Section 5(c).

Mandatory Conversion. a) On the Mandatory Conversion Date, all shares of Series A Preferred Stock then issued and outstanding shall, automatically and without further action on the part of the Corporation, any holder thereof or the Conversion Agent, be converted into shares of Common Stock on the terms described below. The Corporation shall, promptly after the occurrence thereof, publicly announce, or otherwise provide notice to holders of Series A Preferred Stock of, the occurrence of the Mandatory Conversion Date and, in connection with such announcement or notice, in addition to any information required by applicable law or regulation, shall provide information regarding (i) the Mandatory Conversion Date; (ii) the number of shares of Common Stock to be issued upon conversion of each share of Series A Preferred Stock that is outstanding as Stock; and (iii) the total number of such date, shall automatically convert into fully paid and non-assessable shares of Series B Preferred A Common Stock with issued as a liquidation preference equal to result of the $1,000 per share occurrence of Series B Preferred Stockthe Mandatory Conversion Date. On the Mandatory Conversion Date, subject to adjustment as described in Section 7(c) hereof . All the shares of Series A Preferred Stock being so converted at one time by will be cancelled and will cease to be issued and outstanding (and all rights of a holder of such Series A Preferred Stock (in its capacity as such) shall be aggregated (even if they are represented by more than one certificate) in determining whether a holder would receive a fractional share terminate without further liability to the Corporation effective as of Series B Preferred Stock. b) On the Mandatory Conversion Date, any party entitled to receive shares of Series B Preferred ) and the Common Stock issuable issued upon such conversion in respect thereof shall be treated for all purposes as the record issued and outstanding (and no holder of such shares of Series B Preferred Stock on such date, whether or not such holder has surrendered the certificate or certificates for such holder’s shares of Series A Preferred Stock. A holder surrendering his or her certificate or certificates Stock shall notify the Company of the name or names have any rights in respect of such holder’s nominees in which such holder wishes the book entry evidence of ownership for shares of Series B Preferred Common Stock to be issued. The Company shall, as soon as practicable thereafter (and, in any event, within twenty (20) days of such surrender), cause to be issued book entry evidence of ownership of the number of shares of Series B Preferred Stock to which such holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share as provided herein. c) The Company shall file a Certificate of Designations, Preferences and Rights of the 8% Series B Senior Preferred Stock of L-1 Solutions, Inc., and shall reserve a sufficient number of shares of Series B Preferred Stock for issuance upon conversion prior to the Mandatory Conversion Date).

Mandatory Conversion. a) On the Mandatory Conversion Date, The Corporation shall give written notice to each holder of a share of Series A Preferred Stock that is outstanding as within ten (10) days after the effectiveness of an Increase in Authorized Common Stock. Following the conversion of such dateshares, each holder of shares so converted may surrender the certificate therefor at the office of the Corporation or any transfer agent for the Series A Preferred Stock. Upon such surrender, the Corporation shall automatically convert into fully paid issue and non-assessable deliver to each holder a certificate or certificates for the number of whole shares of Series B Preferred Common Stock with a liquidation preference to which such holder is entitled. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the $1,000 per share then fair market value (as determined in good faith by the Board of Series B Preferred Directors of the Corporation) of the Common Stock, subject to adjustment as described in Section 7(c) hereof . All The conversion of shares of Series A Preferred Stock being converted at one time by a holder shall be aggregated (even if they are represented by more than one certificate) effective simultaneously with the effectiveness of an Increase in determining Authorized Common Stock, whether a holder would receive a fractional share or not the certificates representing such shares of Series B A Preferred Stock. b) On Stock shall have been surrendered or new certificates representing the Mandatory Conversion Date, any party shares of Common Stock into which such shares have been converted shall have been issued and the person or persons entitled to receive the shares of Series B Preferred Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Series B Preferred Common Stock on such date, whether . Any dividends or not such holder has surrendered distributions declared but unpaid at the certificate or certificates for such holder’s shares time of a mandatory conversion with respect to the Series A Preferred Stock. A holder surrendering his or her certificate or certificates shall notify Stock so converted, including any dividends declared on the Company of the name or names of such holder’s nominees in which such holder wishes the book entry evidence of ownership for shares of Series B Preferred Stock to be issued. The Company shall, as soon as practicable thereafter (and, in any event, within twenty (20) days of such surrender), cause to be issued book entry evidence of ownership of the number of shares of Series B Preferred Common Stock to which such holder the Series A Preferred Stock is entitled pursuant to Section 6 above, shall be entitled as aforesaid, together with cash in lieu of any fraction of a share as provided hereinpaid on the payment date therefore. c) The Company shall file a Certificate of Designations, Preferences and Rights of the 8% Series B Senior Preferred Stock of L-1 Solutions, Inc., and shall reserve a sufficient number of shares of Series B Preferred Stock for issuance prior to the Mandatory Conversion Date.

Mandatory Conversion. a) On If, on or after the Mandatory Conversion Date, each share later of the Closing Date or the date the shares of Common issuable upon conversion of the Series A Preferred Stock that is outstanding become registered under the Securities Act of 1933, as of such dateamended, shall automatically convert into fully paid and non-assessable shares of Series B Preferred Stock with a liquidation preference equal become eligible for trading to the public, the Market Price of the Common exceeds $1,000 27.80 per share of Series B Preferred Stock(as adjusted for any stock split, subject to adjustment as described in Section 7(cstock dividend, recapitalization or otherwise on the Common) hereof . All for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock being converted at one time by remain outstanding, to require the holders of all (but not less than all) outstanding shares of Series A Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 (a "MANDATORY CONVERSION"). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be aggregated (even if they are represented deemed to have been effected, without further action by more than one certificate) in determining whether any party, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice of its election of a holder would receive a fractional share Mandatory Conversion to the holders of Series B A Preferred Stock Shares. At the time any such conversion has been effected, the rights of the holders of shares of Series A Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock. b) On the Mandatory Conversion Date, any party and such holders entitled to receive shares Common upon conversion of such Series B A Preferred Stock issuable upon such conversion shall be treated for all purposes as the record holder holders of such shares of Series B Preferred Stock Common on such date, whether or not such holder has surrendered the certificate or certificates for such holder’s shares of Series A Preferred Stock. A holder surrendering his or her certificate or certificates shall notify the Company of the name or names of such holder’s nominees in which such holder wishes the book entry evidence of ownership for shares of Series B Preferred Stock date conversion is deemed to be issuedhave been effected. The Company shall, as soon as practicable thereafter (and, in any event, within twenty (20provisions of Section 5(a) days of such surrender), cause shall apply to be issued book entry evidence of ownership of the number of shares of Series B Preferred Stock to which such holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share as provided herein. c) The Company shall file a Certificate of Designations, Preferences and Rights of the 8% Series B Senior Preferred Stock of L-1 Solutions, Inc., and shall reserve a sufficient number of shares of Series B Preferred Stock for issuance prior to the Mandatory Conversion Dateunder this Section 5(c).