Common use of Mechanics of Conversion Clause in Contracts

Mechanics of Conversion. (i) On the Conversion Date: (A) the Person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On Before any holder of Series D Preferred Stock shall be entitled to convert the Conversion Date: (A) same into shares of Common Stock, such holder shall surrender the Person certificate or certificates for such shares, duly endorsed, at the office of the Corporation or of any transfer agent for the Series D Preferred Stock, or notify the Corporation or its transfer agent that such Series D Preferred Stock certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in whose connection with such certificates, and shall give written notice to the Corporation at such office that such holder elects to convert the same and shall state in the notice the name or names any in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. The Corporation shall then, as soon as is practicable, issue and deliver at such office to such holder of Series D Preferred Stock, or to such holder's nominee or nominees, a certificate or certificates for the number of shares of Common Stock to which such holder shall be issuable upon entitled. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which surrender of the shares of Series A D Preferred Stock are to participate pursuant to Section 3 hereof shall be converted, and the person or persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Common Stock on a dividend payment issuable upon such conversion shall be treated for all purposes as the record date whose shares holder or holders of Series A Preferred Stock have been converted pursuant to Section 7(a) into such shares of Common Stock on such dividend payment date will receive date; provided, however, that in the dividend payable event of automatic conversion pursuant to Section 4(b), such conversion shall be deemed to have been made upon the occurrence of the Automatic Conversion Event triggering such conversion without any further action by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion holders of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A D Preferred Stock, although the aggregate number of Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion of unless the Series A Preferred Stock (as if all certificates evidencing such shares of Series A D Preferred Stock are so convertible)delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such Series D Preferred Stock certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Company will procureIf the conversion is in connection with an underwritten offering of securities pursuant to the Securities Act, the conversion may, at its sole expense, the listing option of all any holder tendering shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A D Preferred Stock will for conversion, be issued without violation conditioned upon the closing with the underwriters of any applicable law or regulation or the sale of any requirement of any securities exchange on pursuant to such offering, in which event the shares of Common Stock are listed or traded. (ivperson(s) Issuances of certificates for shares of entitled to receive the Common Stock upon conversion of the Series A D Preferred Stock shall not be made without charge deemed to have converted such Series D Preferred Stock until immediately prior to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance closing of such certificates, all sale of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidsecurities. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On the Conversion Date: (A) the Person in whose name or names any certificate or certificates for shares of No fractional Common Stock Units shall be issuable upon conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered issued upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon Units. In lieu of any fractional Common Units to which the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at would otherwise be entitled, the close of business on Company shall pay cash equal to such fraction multiplied by the record date for any payment then fair market value of a dividend Common Unit as determined by the Board of Managers. For such purpose, all Preferred Units held by each Member holding Preferred Units shall be aggregated, and any resulting fractional Common Units shall be paid in which shares of Series A cash. Before any Member holding Preferred Stock are to participate pursuant to Section 3 hereof Units shall be entitled to receive convert the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment datesame into full Common Units, and a holder to receive certificates therefor, he shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of shares the Company or of Series A any transfer agent for the Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock Units or (B) notify the Company or its transfer agent that such certificates have been converted pursuant lost, stolen or destroyed and execute an agreement satisfactory to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on to indemnify the Company from any loss incurred by it in connection with such shares of Series A Preferred Stock if and when paidcertificates, and shall give written notice to the converting holder need not include payment of Company at such office that he elects to convert the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From same; provided, however, that on the date of this Certificatean Automatic Conversion Event, the Company will at all times reserve and keep availableoutstanding Preferred Units or series thereof, free from preemptive rightsas applicable, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made converted automatically without charge any further action by the holders of such Preferred Units and whether or not the certificates representing such Preferred Units are surrendered to the holder of shares of Series A Preferred Stock Company or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Companyagent; providedprovided further, however, that the Company shall not be required obligated to pay any tax which may be payable in respect of any transfer involved in issue certificates evidencing the issuance Common Units issuable upon such Automatic Conversion Event unless either the certificates evidencing such Preferred Units or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a)series thereof, and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid as applicable, are delivered to the Company or its transfer agent as provided above, or the amount of any Member holding such tax Preferred Units notifies the Company or has establishedits transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the reasonable satisfaction Company to indemnify the Company from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of Preferred Units shall be deemed to be the holder of record of the Common Units issuable upon such conversion, notwithstanding that the certificates representing such Preferred Units shall not have been surrendered at the office of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof notice from the Company shall pay not have been received by any holder of record of Preferred Units, or that the certificates evidencing such Common Units shall not then be actually delivered to such holder. The Company shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such Member holding Preferred Units, a certificate or certificates for the number of Common Units to which such Member shall be entitled as aforesaid and a check payable to the Member in the amount of any cash in respect amounts payable as the result of a conversion into fractional Common Units, plus any declared and unpaid Distributions on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such fractional interest surrender of the Preferred Units to be converted, and the person or persons entitled to receive the Common Units issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Units on such date; provided, however, that if the conversion is in connection with an amount equal underwritten offer of securities registered pursuant to the Securities Act or a merger, sale, financing, or liquidation of the Company or other event, the conversion may, at the option of any Member tendering Preferred Units for conversion, be conditioned upon the closing of such fractional interest multiplied by transaction or upon the Fair Market Value per share occurrence of such event, in which case the person(s) entitled to receive the Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of Units issuable upon such conversion of Series A the Preferred Stock Units shall not be accompanied by any rights associated generally with each other share deemed to have converted such Preferred Units until immediately prior to the closing of Common Stock outstanding as such transaction or the occurrence of the applicable Conversion Datesuch event.

Mechanics of Conversion. No fractional shares of Class A Common Stock or Class C Common Stock shall be issued upon conversion of Series B Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common Stock or Class C Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series B Preferred Stock shall convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue and deliver at the office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) On the Conversion Date: (A) the Person in whose name or names any a certificate or certificates for the number of shares of Class A Common Stock or Class C Common Stock to which such holder shall be issuable upon entitled as aforesaid, and (ii) cash or a check payable to the holder of such Series B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of such surrender of the Series B Preferred Stock to be converted, or, in the case of a dividend in which shares conversion at the option of Series A Preferred Stock are to participate the Corporation pursuant to Section 3 hereof shall be C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series Class A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of or Class C Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Class C Common Stock on the date of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series A B Preferred Stock (as if all shares of shall not be deemed to have converted such Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A B Preferred Stock, subject to issuance or notice of issuance, on until immediately upon the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance closing of such certificates, all sale of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidsecurities. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On Any Series A Preferred Stockholder that exercises its right to convert its shares of Series A Preferred Stock into Common Stock shall deliver the Conversion Date: Preferred Certificate, duly endorsed or assigned in blank to the Corporation, during regular business hours, at the office of the transfer agent of the Corporation, if any, at the principal place of business of the Corporation or at such other place as may be designated by the Corporation. (Aii) Each Preferred Certificate shall be accompanied by written notice stating that such holder elects to convert such shares and stating the Person in whose name or names any certificate or certificates for shares of (with address) in which the Common Stock shall Certificate(s) are to be issuable upon issued. Such conversion shall be deemed to have become been effected on the holder date when the aforesaid delivery is made. (iii) As promptly as practicable thereafter, the Corporation shall issue and deliver to or upon the written order of record such holder, at the place designated by such holder, the Common Certificate(s) for the number of the full shares of Common Stock represented thereby at to which such timeholder is entitled and a cash payment for any fractional interest in a share of Common Stock, as provided in Section A.7(c) hereof, and for any accrued but unpaid cumulative dividends and any declared but unpaid dividends, payable with respect to the converted shares of Series A Preferred Stock, up to and including the Conversion Date or the Closing Date, as the case may be. (Biv) The person in whose name each Common Certificate is to be issued shall be deemed to have become a stockholder of record of Common Stock on the Conversion Date or the Closing Date, as the case may be, unless the transfer books of the Corporation are closed on that date, in which event such holder shall be deemed to have become a stockholder of record on the next succeeding date on which the transfer books are open; provided, that the Series A Preferred Conversion Price shall be that in effect on the Conversion Date or the Closing Date, as the case may be. (v) Upon conversion of only a portion of the shares of Series A Preferred Stock so converted covered by a Preferred Certificate, the Corporation, at its own expense, shall no longer be deemed issue and deliver to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except or upon the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion written order of the Series A holder of such Preferred Stock willCertificate, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon a new certificate representing the holder or taxes in respect number of any transfer occurring contemporaneously therewith). (ii) Holders of unconverted shares of Series A Preferred Stock at from the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a)Certificate so surrendered. (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (iIn the event of optional conversion of Series B Junior Participating Preferred Stock pursuant to Section 8(A) On hereof, such holder shall surrender the Conversion Date: (A) certificate or certificates therefor, duly endorsed, at the Person in whose office of the Corporation or any transfer agent of such stock, and shall give written notice to the secretary of the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names any in which the certificate or certificates for shares Units of Common Series A Junior Participating Preferred Stock are to be issued. The Corporation shall, as soon as practical thereafter, issue and deliver at such office to such holder or the nominee or nominees of such holder, certificate(s) for the number of Units of Series A Junior Participating Preferred Stock to which such holder shall be issuable upon entitled. Such conversion shall be deemed to have become been made immediately prior to the holder close of record business on such date of such surrender of the shares of Common Stock represented thereby at such time, Units to be converted and (B) the shares person or persons entitled to receive the Units of Series A Junior Participating Preferred Stock issuable on the conversion shall be treated for all purposes as the record holder or holders of such Units of Series A Junior Participating Preferred Stock as of such date. In the event of the automatic conversion of Units of Series B Junior Participating Preferred Stock pursuant to Section 8(B) hereof, the outstanding certificates representing the Units of Series B Junior Participating Preferred Stock so converted shall no longer be deemed to be outstandingrepresent, immediately upon such conversion and all rights without further action, the appropriate number of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares Units of Series A Junior Participating Preferred Stock at issuable upon such conversion; and, upon tender to the close Corporation of business on the record date for any payment of a dividend in which shares original certificate(s) representing such converted Units of Series A B Junior Participating Preferred Stock are to participate pursuant to Section 3 hereof Stock, the holder thereof shall be entitled to receive new certificate(s) representing the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder appropriate number of shares Units of Series A Junior Participating Preferred Stock on a dividend payment record date whose shares issuable upon such conversion. Any Units of Series A B Junior Participating Preferred Stock have been converted cancelled pursuant to this Section 7(a8(E) into shares shall be restored to the status of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose Units of effecting conversions of the Series A B Junior Participating Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. No fractional shares of Common Stock ----------------------- shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled (iafter aggregating all shares of Preferred Stock held by such holder such that the maximum number of whole shares of Common Stock is issued to such holder upon conversion), the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock. Before any holder of Preferred Stock shall be entitled to convert the same into full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to paragraph (b) On hereof, the Conversion Date: (A) outstanding shares of Preferred Stock shall be converted automatically without any further action by the Person holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent, and provided further that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Preferred Stock are either delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in whose name connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or names any after such agreement and indemnification, issue and deliver at such office to such holder of Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the holder shall be issuable upon entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which such surrender of the shares of Series A Preferred Stock are to participate pursuant be converted, or, in the case of automatic conversion, on the date of closing of the offering or the date of written election to Section 3 hereof shall be convert, and the person or persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Common Stock on a dividend payment issuable upon such conversion shall be treated for all purposes as the record date whose shares holder or holders of Series A Preferred Stock have been converted pursuant to Section 7(a) into such shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a)date. (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. Within two (i2) On Trading Days of the Conversion Date: (A) the Person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) if the shares of Series A A-1 Preferred Stock so converted are held in book entry form, or upon such Holder’s surrender of certificated shares of Series A-1 Preferred Stock (or, if such registered Holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and an indemnity or security reasonably acceptable to the Corporation or its transfer agent to indemnify the Corporation or its transfer agent against any claim that may be made against the Corporation or its transfer agent on account of the alleged loss, theft or destruction of such certificate), the Corporation shall deliver, or cause to be delivered, to each Holder the number of Conversion Shares issuable upon conversion of such Holder’s Series A-1 Preferred Stock; provided that, any failure by the Holder to return certificated shares of Series A-1 Preferred Stock, if any, will have no longer effect on the mandatory conversion pursuant to Section 6(a), which conversion will be deemed to occur on the Conversion Date. The Conversion Shares issuable hereunder shall be transmitted by the Corporation’s transfer agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with Depository Trust Company (“DTC”) through its Deposit or Withdrawal at Custodian system (DWAC) if the Corporation is then a participant in such system, or shall otherwise be issued in book entry form by the Corporation’s transfer agent; provided that, if requested by a Holder, the Corporation shall issue a physical certificate registered in the name of the Holder or its designee in lieu of issuance in book entry form. The Corporation agrees to maintain a transfer agent that is a participant in the DTC’s FAST program so long as any shares of Series A-1 Preferred Stock remain outstanding, and all . All rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A A-1 Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive 6(a), including the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stockif any, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax receive notices and vote (other than taxes in respect as a holder of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect Common Stock), will terminate at the Conversion Date (notwithstanding the failure of the issuance of such Holder or Holders to surrender the certificates, all of which taxes and expenses shall be paid by if any, at or prior to such time), except only for the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that rights of the transferee of the Series A Preferred Stock that is Holders to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidConversion Shares. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On Any Series E Preferred Stockholder that exercises its right to convert its shares of Series E Preferred Stock into Common Stock shall deliver the Conversion Date: Preferred Certificate, duly endorsed or assigned in blank to the Corporation, during regular business hours, at the office of the transfer agent of the Corporation, if any, at the principal place of business of the Corporation or at such other place as may be designated by the Corporation. (Aii) Each Preferred Certificate shall be accompanied by written notice stating that such holder elects to convert such shares and stating the Person in whose name or names any certificate or certificates for shares of (with 59. address) in which the Common Stock shall Certificate(s) are to be issuable upon issued. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business been effected on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive when the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a)aforesaid delivery is made. (iii) From the date of this CertificateAs promptly as practicable thereafter, the Company will Corporation shall issue and deliver to or upon the written order of such holder, at all times reserve and keep availablethe place designated by such holder, free from preemptive rights, out of its authorized but unissued the Common Stock, solely Certificate(s) for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of full shares of Common Stock issuable upon conversion to which such holder is entitled and a cash payment for any fractional interest in a share of Common Stock, as provided in Section E.7(c) hereof, and for any accrued but unpaid cumulative dividends and any declared but unpaid dividends, payable with respect to the Series A Preferred Stock (as if all converted shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A E Preferred Stock, subject up to issuance and including the Conversion Date or notice of issuancethe Closing Date, on as the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as case may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or tradedbe. (iv) Issuances The person in whose name each Common Certificate is to be issued shall be deemed to have become a stockholder of certificates for shares record of Common Stock upon conversion on the Conversion Date or the Closing Date, as the case may be, unless the transfer books of the Series A Preferred Stock Corporation are closed on that date, in which event such holder shall be made without charge deemed to have become a stockholder of record on the holder of shares of Series A Preferred Stock or any of its transferees for any issue or next succeeding date on which the transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Companybooks are open; provided, however, that the Company Series E Preferred Conversion Price shall not be required to pay any tax which that in effect on the Conversion Date or the Closing Date, as the case may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the Upon conversion of any only a portion of the shares of Series A E Preferred StockStock covered by a Preferred Certificate, no fractions the Corporation, at its own expense, shall issue and deliver to or upon the written order of the holder of such Preferred Certificate, a new certificate representing the number of unconverted shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A E Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of from the applicable Conversion DatePreferred Certificate so surrendered.

Mechanics of Conversion. (i) On the Conversion Date: (A) the Person in whose name or names any certificate or certificates for No fractional shares of Common Stock shall be issuable issued upon conversion of Series C-V Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then effective Series C-V Conversion Value. Before any holder of Series C-V Preferred Stock shall be entitled to convert such shares into full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for the Series C-V Preferred Stock, as the case may be, and shall give written notice to the Company at such office that such holder elects to convert the same; the Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid and a check payable to such holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which such surrender of the shares of Series A C-V Preferred Stock are to participate pursuant to Section 3 hereof shall be converted, and the person or persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Common Stock on a dividend payment issuable upon such conversion shall be treated for all purposes as the record date whose shares holder or holders of Series A Preferred Stock have been converted pursuant to Section 7(a) into such shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a)date. (iiiii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing shall pay any and all issue and other taxes that may be payable in respect of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to any issuance or notice delivery of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A C-V Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses pursuant to this Section 7F. 4. The Company shall be paid by the Company; providednot, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in involving the issuance or and delivery of shares of Common Stock in a name other than that in which the shares of the transferee of the Series A C-V Preferred Stock that is to receive Common Stock pursuant to Section 7(a)so converted were registered, and no such issuance or delivery need shall be made unless and until the Person person or entity requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, been paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On Except in the Conversion Date: (A) case of an automatic conversion pursuant to Section 4.b., before any holder of Preferred Stock shall be entitled to convert the Person in whose same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for such stock, and shall give written notice to the Company at such office that such holder elects to convert the same and shall state therein the name or names any in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Preferred Stock a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid and shall promptly pay (i) in cash or, to the extent sufficient funds are not then legally available therefor, in Common Stock (at the Common Stock's fair market value determined by the Board as of the date of such conversion), any declared and unpaid dividends on the shares of Preferred Stock being converted and (ii) in cash (at the Common Stock's fair market value determined by the Board as of the date of conversion) the value of any fractional share of Common Stock otherwise issuable upon to any holder of Preferred Stock. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which surrender of the shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be converted, and the person or persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Common Stock on a dividend payment issuable upon such conversion shall be treated for all purposes as the record date whose shares holder or holders of Series A Preferred Stock have been converted pursuant to Section 7(a) into such shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a)date. (iiiii) From If the date conversion is in connection with an underwritten offering of this Certificatesecurities pursuant to the Securities Act, the Company will conversion may, at all times reserve and keep availablethe option of any holder tendering shares of Preferred Stock for conversion, free from preemptive rights, out of its authorized but unissued Common Stock, solely for be conditioned upon the purpose of effecting conversions closing with the underwriters of the Series A Preferred Stocksale of securities pursuant to such offering, in which event the aggregate number of shares of Common Stock issuable upon conversion of person(s) entitled to receive the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall not be made without charge deemed to have converted such Preferred Stock until immediately prior to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance closing of such certificates, all sale of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidsecurities. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On Before any Holder of Class B Preferred Stock shall be entitled to convert the Conversion Date: (Asame into shares of Common Stock pursuant to Section 6(a) hereof, such Holder shall give written notice to the Person in whose Corporation at its principal corporate office of the election to convert shares of Class B Preferred Stock, the number of shares of Class B Preferred Stock to be converted, the number of shares of Class B Preferred Stock owned subsequent to the conversion at issue, and the name or names any in which the certificate or certificates for shares of Common Stock are to be issued (each, a “Notice of Conversion”). No ink-original Notice of Conversion shall be issuable upon conversion required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Class B Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Class B Preferred Stock to the Corporation unless all of the shares of Class B Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Class B Preferred Stock promptly following the Conversion Date at issue. (ii) Shares of Class B Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued. The Corporation shall, as soon as practicable after delivery of the Notice of Conversion, and as soon as practicable after delivery of the certificate(s) evidencing the Class B Preferred Stock, and in any event within three (3) Business Days thereafter (the “Share Delivery Date”), issue and deliver or cause to be delivered to such Holder or Holders of Class B Preferred Stock, or to the nominee or nominees thereof, a certificate or certificates representing the number of validly issued, fully paid and non-assessable shares of Common Stock to which such Holder or Holders shall be entitled as aforesaid. Conversion under this Section 6 shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of delivery of the Notice of Conversion, unless a dividend later date is specified in which shares the Notice of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be Conversion, and the Person or Persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all such shares of Common Stock issuable upon as of such date (such date, the “Conversion Date”). If, in the case of any conversion of Series A the Class B Preferred StockStock pursuant to Section 6, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all such shares of Common Stock issuable upon conversion are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation at any time on or before its receipt of Series A such shares of Common Stock, to rescind such conversion, in which event the Corporation shall promptly return to the Holder any original Class B Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which certificate delivered to the Corporation and the Holder shall promptly return to the Corporation the shares of Common Stock are listed or tradedissued to such Holder pursuant to the rescinded conversion. (iviii) Issuances The Holder of certificates for shares of Common Stock upon conversion of the Series A Class B Preferred Stock shall will be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect given prior written notice of any transfer Change of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect Control Event such that a Notice of the issuance of such certificates, all of which taxes and expenses shall Conversion can be paid by the Company; provided, however, that the Company shall not be required delivered prior to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction Change of the Company, that such tax has been, or will timely be, paidControl Event. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On the Conversion Date: (A) the Person in whose name or names any certificate or certificates for No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then-fair market value of a share of Common Stock as determined by the Board. Whether or not fractional shares would be issuable upon such conversion shall be deemed to have become determined on the holder of record basis of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders total number of shares of Series A Preferred Stock that the holder is holding and converting into Common Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount time of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion such conversion. Before any holder of the Series A certificated Preferred Stock (as if all any) shall be entitled to convert the same into full shares of Series A Common Stock, such holder shall either (i) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock or (ii) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Corporation at such office that such holder elects to convert the same; provided, however, that on the date of an Automatic Conversion Event, such outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are so convertible). The Company will procuresurrendered to the Corporation or its transfer agent; provided further, at its sole expensehowever, that the listing of all Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion such Automatic Conversion Event (if such shares are certificated), unless either the certificates evidencing such shares of Series A Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock (if such shares are certificated) shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Preferred Stock, subject to issuance or notice of issuance, on that the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all certificates evidencing such shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the (if such shares of Common Stock are listed or traded. (ivcertificated) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not then be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal actually delivered to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Dateholder. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. The holder of any shares of Preferred Stock may exercise the conversion right specified in subsection (ia) On above by surrendering to the Conversion Date: (A) Corporation or any transfer agent of the Person in whose name or names any Corporation the certificate or certificates for the share to be converted, accompanied by written notice specifying the number of shares to be converted. Upon the occurrence of the event specified in subsection (b) above, the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided that the Corporation shall not be obligated to issue to any such holder certificates evidencing the shares of Common Stock issuable upon such conversion unless certificates evidencing the shares of Preferred Stock are either delivered to the Corporation or any transfer agent of the Corporation. Conversion shall be issuable deemed to have been effected on the date when delivery of notice of an election to convert and certificates for shares is made or on the date of the occurrence of the event specified in subsection (b) above, as the case may be, and such date is referred to herein as the “Conversion Date.” Subject to the provisions of subsection(f)(vii) below, as promptly as practicable thereafter (and after surrender of the certificate or certificates representing shares of Preferred Stock to the Corporation or any transfer agent of the Corporation in the case of conversions pursuant to subsection (b) above), the Corporation shall issue and deliver to or upon conversion the written order of such holder a certificate or check or cash with respect to any fractional interest in a share of Common Stock as provided in subsection (e) below. Subject to the provisions of subsection (f)(vii) below, the person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have become the a holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. . Upon conversion of only a portion of the number of shares covered by a certificate representing shares of Preferred Stock surrendered for conversion (vi) The Company shall procure that each share of Common Stock issued as a result in the case of conversion pursuant to subsection (a) above), the Corporation shall issue and deliver to or upon the written order of Series A the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as representing the unconverted portion of the applicable Conversion Datecertificate so surrendered.

Mechanics of Conversion. (i) On the Conversion Date: (A) the Person in whose name or names any certificate or certificates for No fractional shares of Common Stock shall be issuable issued upon conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7Stock. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (iiincluding fractions) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend issuable upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date held by each holder of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely Preferred Stock shall be aggregated for the purpose of effecting conversions determining whether the conversion would result in the issuance of any fractional share. If, after aggregation, the Series A Preferred conversion would result in the issuance of a fractional share of Common Stock, the aggregate number Company shall, in lieu of issuing any fractional shares to which the holder would otherwise be entitled, pay a sum of Common Stock issuable upon conversion cash equal to the then fair market value of such fractional share as determined in good faith by the Board of Directors of the Series A Preferred Stock (as if all shares Company. Before any holder of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge entitled to convert the holder of same into full shares of Series A Preferred Stock Common Stock, and to receive certificates therefor, he shall surrender the certificate or any certificates therefor, duly endorsed, at the office of its transferees for any issue the Company or transfer tax (other than taxes in respect of any transfer agent for the Preferred Stock, and shall give written notice to the Company at such office that he elects to convert the same; provided, however, that in the event of Series A an automatic conversion pursuant to paragraph 4(b) above, the outstanding shares of Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of shall be converted automatically without any further action by the issuance holders of such certificates, all of which taxes shares and expenses shall be paid by whether or not the Companycertificates representing such shares are surrendered to the Company or its transfer agent; providedprovided further, however, that the Company shall not be required obligated to pay issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless either the certificates evidencing such shares of Preferred Stock are delivered to the Company or its transfer agent as provided above, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any tax which may be payable loss incurred by it in respect connection with such certificates. The Company shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of any transfer involved in Preferred Stock, a certificate or certificates for the issuance or delivery number of shares of Common Stock in to which he shall be entitled as aforesaid and a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid check payable to the Company holder in the amount of any such tax or has establishedcash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the reasonable satisfaction close of business on the date of such surrender of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred StockStock to be converted, no fractions of and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be issued, but in lieu thereof treated for all purposes as the Company shall pay cash in respect record holder or holders of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share shares of Common Stock on such date; provided, however, that if the applicable Conversion Date. (viconversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing of the sale of securities pursuant to such offering, in which event the person(s) The Company shall procure that each share of entitled to receive the Common Stock issued as a result of issuable upon such conversion of Series A the Preferred Stock shall not be accompanied by any rights associated generally with each other share of Common deemed to have converted such Preferred Stock outstanding as until immediately prior to the closing of the applicable Conversion Datesale of such securities.

Mechanics of Conversion. (ia) On the Not later than five (5) Trading Days after any Conversion Date: (A) , the Person in whose name or names any Maker will deliver to the applicable Holder by express courier a certificate or certificates for shares of Common Stock which shall be issuable upon conversion shall be deemed to have become the holder free of record of the shares of Common Stock represented thereby at such time, restrictive legends and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges trading restrictions (other than liens or charges created those required by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment 5.1 of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iiiPurchase Agreement) From representing the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable being acquired upon the conversion of the Series A Preferred Stock Notes. If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the applicable Holder by the Fifth Trading Day after the Conversion Date (as if all shares of Series A Preferred Stock are so convertiblethe "Delivery Date"). The Company will procure, at its sole expense, the listing Holder shall be entitled by written notice to the Maker at any time on or before its receipt of all shares such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return the certificates representing the Notes tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or such notice of issuancerevocation, on except that any amounts described in Sections 3.3(b) and (c) shall be payable through the principal domestic stock exchange on which date notice of rescission is given to the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or tradedMaker. (ivb) Issuances The Maker understands that a delay in the delivery of certificates for the shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge Notes and failure to deliver certificates representing the unconverted shares of the Notes beyond the Delivery Date could result in economic loss to the holder Holder. If the Maker fails to deliver to the Holder such certificate or certificates pursuant to this Section hereunder by the Delivery Date, the Maker shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such certificates are delivered, together with interest on such amount at a rate of shares of Series A Preferred Stock or 10% per annum, accruing until such amount and any of its transferees for any issue or transfer tax accrued interest thereon is paid in full, equal to (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewithi) or other incidental expense in respect 1% of the issuance aggregate principal amount of such certificates, all the Notes requested to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Notes requested to be converted for each Trading Day thereafter (which taxes and expenses amounts shall be paid by as liquidated damages and not as a penalty). Nothing herein shall limit a Holder's right to pursue actual damages for the Company; providedMaker's failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein (including, howeverwithout limitation, that the Company shall not be required damages relating to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery purchase of shares of Common Stock by such Holder to make delivery on a sale effected in a name other than that anticipation of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of receiving certificates representing shares of Common Stock shall upon conversion, such damages to be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to (A) the aggregate amount paid by such fractional interest multiplied by Holder for the Fair Market Value per share shares of Common Stock so purchased minus (B) the aggregate value of the shares on the applicable date the shares were delivered), and such Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw a Conversion DateNotice, and upon such withdrawal the Maker shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date that the liquidated damages are paid. (vic) The Company shall procure that each share In addition to any other rights available to the Holder, if the Maker fails to deliver to the Holder such certificate or certificates pursuant to Section 3.3(a) by the Delivery Date and if after the Delivery Date the Holder purchases (in an open market transaction or otherwise) shares of Common Stock issued as to deliver in satisfaction of a result sale by such Holder of the Conversion Shares which the Holder anticipated receiving upon such conversion of Series A Preferred Stock (a "Buy-In"), then the Maker shall be accompanied pay in cash to the Holder (in addition to any remedies available to or elected by any rights associated generally with each other share the Holder) the amount by which (A) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock outstanding as so purchased exceeds (B) the aggregate principal amount of the applicable Conversion DateNotes for which such conversion was not timely honored, together with interest thereon at a rate of 15% per annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if the Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 aggregate principal amount of the Notes, the Maker shall be required to pay the Holder $1,000, plus interest. The Holder shall provide the Maker written notice indicating the amounts payable to the Holder in respect of the Buy-In.

Mechanics of Conversion. (i) On Before any Holder of Series F Preferred Stock shall be entitled to convert the Conversion Date: (Asame into shares of Common Stock pursuant to Section 6(a) hereof, such Holder shall give written notice to the Person in whose Corporation at its principal corporate office of the election to convert shares of Series F Preferred Stock, the number of shares of Series F Preferred Stock to be converted, the number of shares of Series F Preferred Stock owned subsequent to the conversion at issue, and the name or names any in which the certificate or certificates for shares of Common Stock are to be issued (each, a “Notice of Conversion”). No ink-original Notice of Conversion shall be issuable upon required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Series F Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Series F Preferred Stock to the Corporation unless all of the shares of Series F Preferred Stock represented thereby are so converted in which event the Holder shall surrender the certificate(s) promptly following the Conversion Date at issue. (ii) Shares of Series F Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued. The Corporation shall, as soon as practicable after delivery of the Notice of Conversion, in the case of a conversion pursuant to Section 6(a) hereof, and as soon as practicable after delivery of the certificate(s) evidencing the Series F Preferred Stock, within three (3) Business Days thereafter (the “Share Delivery Date”), issue and deliver or cause to be delivered to such Holder or Holders, or to the nominee or nominees thereof, a certificate or certificates representing the number of validly issued, fully paid and non-assessable shares of Common Stock to which such Holder or Holders shall be entitled as aforesaid. In lieu of delivery of certificates, the Corporation may instruct its stock transfer agent to issue certificates in book entry form. Conversion under this Section 6 shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of delivery of the Notice of Conversion, unless a dividend later date is specified in which shares the Notice of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be Conversion, and the Person or Persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date (such date, the “Conversion Date”). If, in the case of any conversion of the Series A F Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procurepursuant to this Section 6, at its sole expense, the listing of all such shares of Common Stock issuable upon conversion are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation at any time on or before its receipt of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all such shares of Common Stock issuable upon conversion of Stock, to rescind such conversion, in which event the Corporation shall promptly return to the Holder any original Series A F Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which certificate delivered to the Corporation and the Holder shall promptly return to the Corporation the shares of Common Stock are listed or traded. (iv) Issuances of certificates for issued to such Holder pursuant to the rescinded conversion. The Corporation’s obligation to issue and deliver the shares of Common Stock upon conversion of the Series A F Preferred Stock shall be made without charge in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such Holder or any other Person of any obligation to the holder of shares of Series A Preferred Stock Corporation or any violation or alleged violation of its transferees for law by such Holder or any issue or transfer tax (other than taxes in respect person, and irrespective of any transfer other circumstance which might otherwise limit such obligation of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense the Corporation to such Holder in respect of connection with the issuance of such certificates, shares of Common Stock. In the event a Holder shall elect to convert any or all of the Stated Value of its Series F Preferred Stock, the Corporation may not refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and/or enjoining conversion of all or part of the Series F Preferred Stock of such Holder shall have been sought and obtained, and the Corporation posts a surety bond for the benefit of such Holder in the amount of 150% of the Stated Value of Series F Preferred Stock which taxes is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and expenses the proceeds of which shall be paid by payable to such Holder to the Company; providedextent it obtains judgment. In the absence of such injunction, however, that the Company Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of issue shares of Common Stock in and, if applicable, cash, upon a name other than that properly noticed conversion. If the Corporation fails to deliver to a Holder such shares of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to this Section 7(a)6 by the Share Delivery Date applicable to such conversion, the Corporation shall pay to such Holder, in cash, as liquidated damages and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount not as a penalty, for each $5,000 of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares Stated Value of Series A F Preferred StockStock being converted, no fractions $50 per Business Day (increasing to $100 per Business Day on the third Business Day and increasing to $200 per Business Day on the sixth Business Day after such damages begin to accrue) for each Business Day after the Share Delivery Date until such Shares of Common Stock are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages for the Corporation’s failure to deliver shares of Common Stock within the period specified herein and such Holder shall be issuedhave the right to pursue all remedies available to it hereunder, but at law or in lieu thereof the Company equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall pay cash in respect of such fractional interest in an amount equal not prohibit a Holder from seeking to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the enforce damages pursuant to any other Section hereof or under applicable Conversion Datelaw. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. Before any holder of Class B Common Stock shall be entitled to convert voluntarily some or all shares of such holder’s Class B Common Stock into shares of Class A Common Stock pursuant to Section 2.3(e)(i) of this Article 2, such holder shall give signed written notice (ithe “Conversion Notice”) On to the Secretary at the office of this corporation that such holder elects to convert the same, shall state therein the number of shares to be converted into shares of Class A Common Stock, and shall surrender the certificate or certificates evidencing the shares of Class B Common Stock of which all or a portion are to be converted, at the office of this corporation (and accompanied by all transfer taxes (or proof of payment thereof), if any); provided, however, that if the certificate or certificates evidencing the shares to be converted have been lost, stolen, or destroyed, the holder may, in lieu of delivering such certificate or certificates, notify the Secretary that such certificate or certificates have been lost, stolen, or destroyed and execute and deliver an agreement satisfactory to this corporation (the “lost certificate agreement”) to indemnify this corporation from any loss incurred by it in connection with such certificate or certificates. If requested by such holder, this corporation shall, as soon as practicable thereafter, provide for the issuance and delivery to such holder, at the address for delivery indicated in the Conversion Date: (A) the Person in whose name or names any Notice, of a certificate or certificates for the number of shares of Class A Common Stock into which such holder has elected to convert the applicable shares of Class B Common Stock and to which such holder shall be issuable upon entitled as aforesaid. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall been made immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at before the close of business on the record later of (A) the date for any payment of a dividend in which receipt by the Secretary of the Conversion Notice and (B) the date of either (i) the surrender to the Secretary of the certificate or certificates evidencing the shares of Series A Preferred Class B Common Stock are to participate pursuant to Section 3 hereof shall be converted or (ii) the delivery of the lost certificate agreement, as the case may be (the later of the dates under clause (A) or clause (B), the “Voluntary Conversion Date”), and the holder entitled to receive the dividend payable on shares of Class A Common Stock upon such conversion shall be treated for all purposes as the record holder of such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series Class A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive Voluntary Conversion Date. Notwithstanding anything to the dividend payable by contrary in this Section 2.3, upon the Company on such written agreement of the holders of a majority of the outstanding shares of Series A Preferred Class B Common Stock if and when paid, and the converting holder need not include payment of corporation, this corporation may amend the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From procedures, or adopt other procedures, governing the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon voluntary conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible)Class B Common Stock. The Company will procureNotwithstanding anything to the contrary in this Section 2.3, at its sole expense, the listing of all shares of Common Stock issuable upon automatic conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Class B Common Stock pursuant to Section 7(a), and no such issuance 2.3(e)(ii) or delivery need Section 2.3(e)(iii) of this Article 2 shall be made unless and until effective without any further action on the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction part of the Company, that holder of such tax has been, shares and shall be effective whether or will timely be, paid. (v) In connection with not the certificates for such shares are surrendered to this corporation. Upon any conversion of any shares of Series A Preferred Stock, no fractions of shares of Class B Common Stock to Class A Common Stock, all rights of the holder (as of immediately prior to such conversion) of such shares of Class B Common Stock shall cease and the person, persons, entity or entities entitled to receive the shares of Class A Common Stock upon such conversion shall be issued, but in lieu thereof treated for all purposes as having become the Company shall pay cash in respect record holder or record holders of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share shares of Class A Common Stock. Shares of Class B Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share are converted into shares of Class A Common Stock issued as a result of conversion of Series A Preferred Stock provided in this Section 2.3(e) shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Dateretired and may not be reissued.

Mechanics of Conversion. (i) On the Conversion Date: (A) the Person in whose name or names any certificate or certificates for No fractional shares of Common Stock shall be issuable issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined in good faith by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Stock shall be entitled to convert the same into full shares of Common Stock, and to receive certificates therefor, the holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Corporation at such office that the holder elects to convert the same. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which such surrender of the shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be converted, and the person or persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Common Stock on a dividend payment issuable upon such conversion shall be treated for all purposes as the record date whose shares holder or holders of Series A Preferred Stock have been converted pursuant to Section 7(a) into such shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a)date. (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. If the Holder of a Note desires to exercise such right of conversion, such Holder shall give written notice to Newco (ithe "Conversion Notice") On of that Holder's election to convert a stated amount of the principal balance (the "Conversion Date: (AAmount") into shares of Newco Common Stock, and surrender to Newco, at its principal office or at such other office or agency maintained by Newco for such purpose, the Person in whose originally executed Note evidencing such Conversion Amount. The Conversion Notice shall also contain a statement of the name or names any (with addresses) in which the certificate or certificates for shares of Newco Common Stock shall be issued. Notwithstanding the foregoing, Newco shall not be required to issue any certificates to any person other than the Holder of the converted Note unless Newco has obtained reasonable assurance that such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under, the Securities Act of 1933, as amended (the "Act"), and all applicable state securities laws, including, if necessary in the reasonable judgment of Newco or its legal counsel, receipt of an opinion to such effect from counsel reasonably satisfactory to Newco. In no event would such opinion be required if the shares of Newco Common Stock could, upon conversion, be resold pursuant to Rule 144 or Rule 144A under the Act. Promptly as practicable, and in any event within five business days (subject to the last sentence of Section 3.01(c)(v)), after the receipt of the Conversion Notice and the surrender of the Note evidencing at least the Conversion Amount, Newco shall issue and deliver, or cause to be delivered, to the Holder of such Note or his nominee or nominees, (i) a certificate or certificates for the number of shares of Newco Common Stock issuable upon the conversion of such Conversion Amount and (ii) if the Conversion Amount is less than the total outstanding principal balance of the converted Note which is surrendered, a new Note, of like tenor, evidencing the remaining portion of the outstanding principal balance which is not converted. Such conversion shall be deemed to have become the holder been effected as of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be Newco received the Conversion Notice and the originally executed Note representing at least the Conversion Amount, and the person or persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Newco Common Stock issuable upon conversion shall be treated for all purposes as the holder or holders of the Series A Preferred Stock (as if all record of such shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Newco Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Dateclose of business on such date.

Mechanics of Conversion. (i) On i. In the Conversion Date: (A) the Person in whose name or names event of an optional conversion pursuant to Section B.3.a of this Article IV, before any certificate or certificates for shares holder of Class B Common Stock shall be issuable upon entitled voluntarily to convert the same into shares of Class A Common Stock, such holder shall surrender the certificate or certificates therefor (if any), duly endorsed, at the office of the Corporation or any transfer agent for the Class B Common Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same and shall state therein the number of shares of Class B Common Stock being converted. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which such surrender of the certificate or certificates representing the shares of Series A Preferred Class B Common Stock to be converted, or, if the shares are uncertificated, immediately prior to participate pursuant the close of business on the date that the holder delivers notice of such conversion to Section 3 hereof shall be the Corporation’s transfer agent, and the person entitled to receive the dividend payable shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Class A Common Stock on such shares date. ii. If the conversion is in connection with the automatic conversion provisions set forth in Section B.3.b or Section B.3.c of this Article IV, such conversion shall be deemed to have been made (i) in the case of Section B.3.b of this Article IV, at the Class B Mandatory Conversion Time, and (ii) in the case of Section B.3.c of this Article IV, on the corresponding dividend payment applicable date notwithstanding of Transfer, and the persons entitled to receive shares of Class A Common Stock issuable upon such conversion thereof following shall be treated for all purposes as the record holders of such dividend payment record date and prior to such dividend payment shares of Class A Common Stock as of the applicable date, and a holder and, until presented for transfer, certificates (if any) previously evidencing shares of Class B Common Stock shall represent the number of shares of Series Class A Preferred Common Stock on a dividend payment record date whose into which such shares were automatically converted. Shares of Series A Preferred Class B Common Stock have been converted pursuant to Section 7(a) into shares B.3.a, Section B.3.b or Section B.3.c of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if this Article IV shall be automatically retired and when paidcancelled and may not be reissued, and the converting holder Corporation may thereafter take such appropriate action (without the need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iiifor stockholder action) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which reduce the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder authorized number of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Class B Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidaccordingly. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. The holder of any shares of Preferred Stock may exercise the conversion right specified in subsection (ia) On above by surrendering to the Conversion Date: (A) Corporation or any transfer agent of the Person in whose name or names any Corporation the certificate or certificates for the share to be converted, accompanied by written notice specifying the number of shares to be converted. Upon the occurrence of the event specified in subsection (b) above, the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided that the Corporation shall not be obligated to issue to any such holder certificates evidencing the shares of Common Stock issuable upon such conversion unless certificates evidencing the shares of Preferred Stock are either delivered to the Corporation or any transfer agent of the Corporation. Conversion shall be issuable deemed to have been effected on the date when delivery of notice of an election to convert and certificates for shares is made or on the date of the occurrence of the event specified in subsection (b) above, as the case may be, and such date is referred to herein as the “Conversion Date.” Subject to the provisions of subsection (f)(vii) below, as promptly as practicable thereafter (and after surrender of the certificate or certificates representing shares of Preferred Stock to the Corporation or any transfer agent of the Corporation in the case of conversions pursuant to subsection (b) above), the Corporation shall issue and deliver to or upon conversion the written order of such holder a certificate or check or cash with respect to any fractional interest in a share of Common Stock as provided in subsection (e) below. Subject to the provisions of subsection (f)(vii) below, the person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have become the a holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. . Upon conversion of only a portion of the number of shares covered by a certificate representing shares of Preferred Stock surrendered for conversion (vi) The Company shall procure that each share of Common Stock issued as a result in the case of conversion pursuant to subsection (a) above), the Corporation shall issue and deliver to or upon the written order of Series A the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as representing the unconverted portion of the applicable Conversion Datecertificate so surrendered.

Mechanics of Conversion. (i) On Promptly after the Conversion Date: Date (and in any event within three (3) Business Days), the Corporation shall (A) issue and deliver to such holder the Person number of Class A Shares to which such holder is entitled in whose name or names any certificate or exchange for the certificates for shares formerly representing Convertible Preference Shares and (B) pay to such holder, to the extent of Common Stock shall be issuable upon funds legally available therefor, all declared and unpaid Participating Dividends on the Convertible Preference Shares that are being converted into Class A Shares. Such conversion shall will be deemed to have become been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder of record thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Convertible Preference Shares are issued in a name other than the name of the shares converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Common Stock represented thereby at Class A Shares upon conversion or due upon the issuance of a new certificate for any Convertible Preference Shares not converted other than any such timetax due because Class A Shares or a certificate for Convertible Preference Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, and (B) the shares of Series A Preferred Stock so Convertible Preference Shares to be converted shall on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder with respect to such shares shall immediately terminate of Convertible Preference Shares (except the right to receive from the Common Stock Corporation the Class A Shares upon conversion, together with the right to receive any declared and unpaid Participating Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Convertible Preference Share is not converted, such Convertible Preference Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other amounts payable pursuant to this Section 7. All shares disposition of Common Stock delivered the Class A Shares issuable upon conversion of the Series Convertible Preference Shares, the conversion may, at the option of any holder tendering any Convertible Preference Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Preferred Stock Shares issuable upon conversion of Convertible Preference Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Convertible Preference Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Convertible Preference Shares will, upon deliveryissuance by the Corporation, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (ia) On Upon the Conversion Date: (A) the Person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges Note or part thereof (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith"Conversion"). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will shall, at its own cost and expense, take all times reserve necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its nominee) or such other persons as designated by Subscriber and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for in such denominations to be specified at Conversion representing the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of common stock issuable upon such Conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that the Company Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Shares provided the Company Shares are being sold pursuant to an effective registration statement covering the Shares to be sold or are otherwise exempt from registration when sold and, if applicable, Subscriber complies with prospectus delivery requirements. (b) Subscriber will give notice of its decision to exercise its right to convert the Note or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is annexed to Exhibit A hereto) to the Company via confirmed telecopier transmission. The Subscriber will not be required to surrender the Note until the Note has been fully converted or satisfied. Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The Company will itself or cause its transfer agent to transmit the Company's Common Stock certificates representing the Company Shares issuable upon conversion of the Series Note to the Subscriber via express courier for receipt by such Subscriber within five (5) business days after receipt by the Company of the Notice of Conversion (the "Delivery Date"). In the event the Company Shares are DTC eligible or otherwise electronically transferable, then delivery of the Company Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber. A Preferred Stock Note representing the balance of the Note not so converted will be provided to the Subscriber, if requested by Subscriber provided an original Note is delivered to the Company. To the extent that a Subscriber elects not to surrender a Note for reissuance upon partial payment or Conversion, the Subscriber hereby indemnifies the Company against any and all loss or damage attributable to such non-surrender arising from a third-party claim in an amount in excess of the actual amount then due under the Note. (c) The Company understands that a delay in the delivery of the Company Shares in the form required pursuant to Section 9 hereof, or the Mandatory Redemption Amount described in Section 9.2 hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as if all shares hereinafter defined) could result in economic loss to the Subscriber. As compensation to the Subscriber for such loss, the Company agrees to pay late payments to the Subscriber for late issuance of Series A Preferred Stock are so convertible)Company Shares in the form required pursuant to Section 9 hereof upon Conversion or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Note principal amount being converted or redeemed. The Company will procureshall pay any payments incurred under this Section 9 in immediately available funds upon demand. Furthermore, at its sole expensein addition to any other remedies which may be available to the Subscriber, in the event that the Company fails for any reason to effect delivery of the Company Shares by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the listing Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all shares or part of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or the notice of issuanceMandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice, on except that late payment charges described above shall be payable through the principal domestic stock exchange on which date notice of revocation or rescission is given to the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or tradedCompany. (ivd) Issuances Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of certificates for shares a rate of Common Stock upon conversion interest or other charges in excess of the Series A Preferred Stock maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be made without charge credited against amounts owed by the Company to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes Subscriber and expenses shall be paid by thus refunded to the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (a) Provided the Purchaser has notified the Company of the Purchaser's intention to sell the Conversion Shares and the Conversion Shares are included in an effective registration statement or are otherwise exempt from registration when sold: (i) On Upon the conversion of the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of the Purchaser (or its nominee) or such other persons as designated by the Purchaser and in such denominations to be specified representing the number of Conversion Shares issuable upon such conversion; and (ii) The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that the Conversion Date: Shares issued will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares. (Ab) Purchaser will give notice of its decision to exercise its right to convert the Person in whose name Note or names any part thereof by telecopying or otherwise delivering an executed and completed notice of the number of shares to be converted to the Company (the "Notice of Conversion"). The Purchaser will not be required to surrender the Note until the Purchaser receives a certificate or certificates for shares certificates, as the case may be, representing the Conversion Shares or until the Note has been fully satisfied. Each date on which a Notice of Common Stock shall be issuable upon conversion Conversion is telecopied or delivered to the Company in accordance with the provisions hereof shall be deemed a "Conversion Date." The Company will or will cause the transfer agent to have become transmit the holder of record of Company's Common Stock certificates representing the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock Note (as and a certificate representing the balance of the Note not so converted, if all shares requested by Purchaser) to the Purchaser via express courier for receipt by such Purchaser within three business days after receipt by the Company of Series A Preferred Stock are so convertiblethe Notice of Conversion (the "Delivery Date"). The In lieu of delivering physical certificates, provided the Company's transfer agent is participating in the Depository Trust Company will procure("DTC") Fast Automated Securities Transfer program, at its sole expenseupon request of the Holder, the listing Company shall use commercially reasonably efforts to cause its transfer agent to electronically transmit such shares to the Purchaser by crediting the account of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or tradedPurchaser's prime broker with DTC through its Deposit Withdrawal Agent Commission system. (ivc) Issuances The Company understands that a delay in the delivery of certificates the Conversion Shares in the form required pursuant to Section 8 hereof, or the Mandatory Redemption Payment described in Section 8.2 hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as defined in Section 8.2) could result in economic loss to the Purchaser. As compensation to the Purchaser for shares such loss, the Company agrees to pay late payments to the Purchaser for late issuance of Common Stock the Conversion Shares in the form required pursuant to Section 8 hereof upon conversion of the Series A Preferred Stock Note or late payment of the Mandatory Redemption Payment, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 Note principal being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be made without charge available to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes Purchaser, in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, event that the Company shall not be required fails for any reason to pay any tax which may be payable in respect of any transfer involved in the issuance or effect delivery of shares of Common Stock in a name other than that the Conversion Shares by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Purchaser will be entitled to revoke all or part of the transferee relevant Notice of Conversion or rescind all or part of the Series A Preferred Stock that is notice of Mandatory Redemption by delivery of a notice to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid effect to the Company whereupon the amount of any such tax or has established, Company and the Purchaser shall each be restored to their respective positions immediately prior to the reasonable satisfaction delivery of such notice, except that late payment charges described above shall be payable through the date notice of revocation or rescission is given to the Company, that such tax has been, or will timely be, paid. (vd) In Nothing contained herein or in any document referred to herein or delivered in connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock herewith shall be issueddeemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum amount permitted by such law, but any payments in lieu thereof excess of such maximum shall be credited against amounts owed by the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by a Purchaser and thus refunded to the Fair Market Value per share of Common Stock on the applicable Conversion DateCompany. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On Any Series C Preferred Stockholder that exercises its right to convert its shares of Series C Preferred Stock into Common Stock shall deliver the Conversion Date: Preferred Certificate, duly endorsed or assigned in blank to the Corporation, during regular business hours, at the office of the transfer agent of the Corporation, if any, at the principal place of business of the Corporation or at such other place as may be designated by the Corporation. (Aii) Each Preferred Certificate shall be accompanied by written notice stating that such holder elects to convert such shares and stating the Person in whose name or names any certificate or certificates for shares of (with address) in which the Common Stock shall Certificate(s) are to be issuable upon issued. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business been effected on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive when the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a)aforesaid delivery is made. (iii) From the date of this CertificateAs promptly as practicable thereafter, the Company will Corporation shall issue and deliver to or upon the written order of such holder, at all times reserve and keep availablethe place designated by such holder, free from preemptive rights, out of its authorized but unissued the Common Stock, solely Certificate(s) for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of full shares of Common Stock issuable upon conversion to which such holder is entitled and a cash payment for any fractional interest in a share of Common Stock, as provided in Section C.7(c) hereof, and for any accrued but unpaid cumulative dividends and any declared but unpaid dividends, payable with respect to the Series A Preferred Stock (as if all converted shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A C Preferred Stock, subject up to issuance and including the Conversion Date or notice of issuancethe Closing Date, on as the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as case may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or tradedbe. (iv) Issuances The person in whose name each Common Certificate is to be issued shall be deemed to have become a stockholder of certificates for shares record of Common Stock upon conversion on the Conversion Date or the Closing Date, as the case may be, unless the transfer books of the Series A Preferred Stock Corporation are closed on that date, in which event such holder shall be made without charge deemed to have become a stockholder of record on the holder of shares of Series A Preferred Stock or any of its transferees for any issue or next succeeding date on which the transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Companybooks are open; provided, however, that the Company Series C Preferred Conversion Price shall not be required to pay any tax which that in effect on the Conversion Date or the Closing Date, as the case may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the Upon conversion of any only a portion of the shares of Series A C Preferred StockStock covered by a Preferred Certificate, no fractions the Corporation, at its own expense, shall issue and deliver to or upon the written order of the holder of such Preferred Certificate, a new certificate representing the number of unconverted shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A C Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of from the applicable Conversion DatePreferred Certificate so surrendered.

Mechanics of Conversion. (i) On No fractional shares of Common ----------------------- shall be issued upon conversion of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Date: (A) Price for such series of Series B Preferred. Any declared but unpaid dividends on any share of Series B Preferred that is converted into Common pursuant to this Section 5 shall, simultaneously upon conversion of such share of Series B Preferred, automatically be converted into such number of fully paid and nonassessable shares of Common as is determined by dividing the Person amount of declared but unpaid dividends on such converted share of Series B Preferred by the Series B Conversion Price in whose name effect at the time of conversion. Before any holder of Series B Preferred shall be entitled to convert the same into full shares of Common, he shall surrender the certificate or names certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to -------- ------- Section 5(b), the outstanding shares of all Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, further, -------- ------- that the Corporation shall not be obligated to issue certificates evidencing the shares of Common issuable upon such automatic conversion unless either the certificates evidencing such shares of Series B Preferred are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Series B Preferred, a certificate or certificates for the number of shares of Common Stock to which he shall be issuable upon entitled as aforesaid and a check payable to the holder in the aggregate amount of any cash amounts payable as the result of a conversion into fractional shares of Common. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which such surrender of the shares of Series A B Preferred Stock are to participate pursuant to Section 3 hereof shall be converted, or in the case of automatic conversion on the date of the closing of the offering or the effective date of such written consent (as the case may be), and the person or persons entitled to receive the dividend payable shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common on such shares on the corresponding dividend payment date notwithstanding date. Upon the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of any outstanding shares of Series A B Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted into Common pursuant to this Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on 5, all such shares of Series A B Preferred Stock if and when paid, and shall resume the converting holder need not include payment status of the amount of such dividend upon conversion of authorized but unissued shares of Series A Preferred Stock pursuant to Section 7(a)B Preferred. (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i1) On Before any holder of Preferred Stock shall be entitled to convert the Conversion Date: (Asame into shares of Common Stock pursuant to Section 4.3(A) above, such holder shall surrender the Person certificate or certificates therefor, duly endorsed, or an affidavit of loss in whose a form reasonably acceptable to the Corporation, at the office of the Corporation or of any transfer agent for such Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same and shall state therein the name or names any in which such holder wishes the certificate or certificates for shares of Common Stock shall to be issuable upon issued. Such conversion shall be deemed to have become been made immediately prior to the close of business on the date of surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date; provided, however, that on the date of an Automatic Conversion Event, the outstanding shares of Preferred Stock to be converted in such Automatic Conversion Event shall be converted automatically without any further action by the holders of such shares and each holder of record of shares of Preferred Stock shall be deemed on such date to be the holder of record of the Common Stock issuable upon such conversion, whether or not (i) the certificates representing such shares are surrendered to the Corporation or its transfer agent, (ii) notice from the Corporation shall have been received by any holder of record of shares of Preferred Stock, or (iii) the certificates evidencing such shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer not then be deemed to be outstanding, and all rights of a holder with respect actually delivered to such shares holder; provided further, however, that the Corporation shall immediately terminate except not be obligated to issue certificates evidencing the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered issuable upon conversion of such Automatic Conversion Event unless either the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of certificates evidencing such shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are delivered to participate pursuant the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to Section 3 hereof shall be entitled the Corporation to receive indemnify the dividend payable on Corporation from any loss incurred by it in connection with such shares on the corresponding dividend payment date notwithstanding the conversion thereof following certificates. The Corporation shall, as soon as practicable after such dividend payment record date delivery, or after such agreement and prior indemnification, issue and deliver at such office to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, a certificate or certificates for the aggregate number of shares of Common Stock issuable upon to which the holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. (2) If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act or a merger, sale, financing, or liquidation of the Series A Corporation or other event, the conversion may, at the option of any holder tendering Preferred Stock (as if all shares for conversion, be conditioned upon the closing of Series A Preferred Stock are so convertible). The Company will procuresuch transaction or upon the occurrence of such event, at its sole expense, in which case the listing of all shares of person(s) entitled to receive the Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon such conversion of the Series A Preferred Stock shall not be made without charge deemed to have converted such Preferred Stock until immediately prior to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance closing of such certificates, all of which taxes and expenses shall be paid by transaction or the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect occurrence of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Dateevent. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On Before Holder shall be entitled to ----------------------- convert this Note, Holder shall surrender this Note, duly endorsed, at the Conversion Date: (A) Company's principal corporate office, together with written notice of Holder's election to convert the Person in whose same, and shall state therein the name or names any in which the certificate or certificates for shares of Common Stock shall be issuable upon conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant be issued. The Company shall, as soon as practicable thereafter, issue and deliver to Section 3 hereof shall be entitled Holder, or to receive the dividend payable on such shares on nominee or nominees of Holder, a certificate or certificates for the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder number of shares of Series A Preferred Stock to which Holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on a dividend payment record the date whose of such surrender of the Note to be converted, and the person or persons entitled to receive the shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount as of such dividend upon conversion date. If this Note is converted in part, this Note must be converted for a number of whole shares of Series A Preferred Stock pursuant and Holder shall be entitled to Section 7(a). (iii) From receive a new Note covering the date remaining principal amount in respect of which this Note has not been converted. Upon such surrender of this CertificateNote, the Company will at all times reserve and keep available, free from preemptive rights, out issue a certificate or certificates in the name of its authorized but unissued Common Stock, solely Holder for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate largest number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all whole shares of Series A Preferred Stock are so convertible). The Company will procureto which Holder shall be entitled and, at its sole expenseif this Note is converted in whole, the listing in lieu of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion any fractional share of Series A Preferred Stock will to which Holder shall be issued without violation entitled, cash equal to the remaining amount due hereunder. If the conversion is in connection with an underwritten offering of any applicable law or regulation or securities registered pursuant to the Securities Act of any requirement 1933, the conversion may, at the option of any securities exchange on which Holder, be conditioned upon the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion closing with the underwriters of the Series A Preferred Stock shall be made without charge sale of securities pursuant to such offering, in which event the holder of person or persons entitled to receive the shares of Series A Preferred Stock or any Common Stock, as applicable, issuable upon conversion of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company this Note shall not be required deemed to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and have converted this Note until the Person requesting such issuance or delivery has paid immediately prior to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect closing of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share sale of Common Stock on the applicable Conversion Datesecurities. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On Before any holder of Series E Preferred Stock shall be entitled to convert the Conversion Date: (A) same into shares of Common Stock, such holder shall surrender the Person certificate or certificates for such shares, duly endorsed, at the office of the Corporation or of any transfer agent for the Series E Preferred Stock, or notify the Corporation or its transfer agent that such Series E Preferred Stock certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in whose connection with such certificates, and shall give written notice to the Corporation at such office that such holder elects to convert the same and shall state in the notice the name or names any in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. The Corporation shall then, as soon as is practicable, issue and deliver at such office to such holder of Series E Preferred Stock, or to such holder's nominee or nominees, a certificate or certificates for the number of shares of Common Stock to which such holder shall be issuable upon entitled. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which surrender of the shares of Series A E Preferred Stock are to participate pursuant to Section 3 hereof shall be converted, and the person or persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Common Stock on a dividend payment issuable upon such conversion shall be treated for 57 all purposes as the record date whose shares holder or holders of Series A Preferred Stock have been converted pursuant to Section 7(a) into such shares of Common Stock on such dividend payment date will receive date; provided, however, that in the dividend payable event of automatic conversion pursuant to Section 4(b), such conversion shall be deemed to have been made upon the occurrence of the Automatic Conversion Event triggering such conversion without any further action by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion holders of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A E Preferred Stock, although the aggregate number of Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion of unless the Series A Preferred Stock (as if all certificates evidencing such shares of Series A E Preferred Stock are so convertible)delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such Series E Preferred Stock certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Company will procureIf the conversion is in connection with an underwritten offering of securities pursuant to the Securities Act, the conversion may, at its sole expense, the listing option of all any holder tendering shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A E Preferred Stock will for conversion, be issued without violation conditioned upon the closing with the underwriters of any applicable law or regulation or the sale of any requirement of any securities exchange on pursuant to such offering, in which event the shares of Common Stock are listed or traded. (ivperson(s) Issuances of certificates for shares of entitled to receive the Common Stock upon conversion of the Series A E Preferred Stock shall not be made without charge deemed to have converted such Series E Preferred Stock until immediately prior to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance closing of such certificates, all sale of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidsecurities. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (ia) On Not later than three (3) Trading Days after any Conversion Date, the Maker or its designated transfer agent, as applicable, shall issue and deliver to the DTC account on the Holder’s behalf via DWAC as specified in the Conversion Date: (A) Notice, registered in the Person in whose name of the Holder or names any certificate or certificates its designee, for the number of shares of Common Stock to which the Holder shall be issuable upon conversion entitled. In the alternative, not later than three (3) Trading Days after any Conversion Date, the Maker shall deliver to the applicable Holder by express courier a certificate or certificates which shall be deemed free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of this Note (the “Delivery Date”). Notwithstanding the foregoing to have become the holder contrary, the Maker or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on the Holder’s behalf via DWAC (or certificates free of record restrictive legends) if such conversion is in connection with a sale and the Holder has complied with the applicable prospectus delivery requirements (as evidenced by documentation furnished to and reasonably satisfactory to the Maker). If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. (b) The Maker understands that a delay in the delivery of the shares of Common Stock represented thereby upon conversion of this Note beyond the Delivery Date could result in economic loss to the Holder. If the Maker fails to deliver to the Holder such shares via DWAC or a certificate or certificates pursuant to this Section hereunder by the Delivery Date, the Maker shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered, together with interest on such amount at a rate of 10% per annum, accruing until such timeamount and any accrued interest thereon is paid in full, equal to the greater of (A) (i) 1% of the aggregate principal amount of the Notes requested to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Notes requested to be converted for each Trading Day thereafter and (B) the shares of Series A Preferred Stock so converted $2,000 per day (which amount shall no longer be deemed to be outstanding, paid as liquidated damages and all rights of not as a holder with respect to such shares penalty). Nothing herein shall immediately terminate except the limit a Holder’s right to receive pursue actual damages for the Common Stock and other amounts payable pursuant Maker’s failure to this Section 7. All deliver certificates representing shares of Common Stock delivered upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the Series A Preferred Stock willcontrary contained herein, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof Holder shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment datewithdraw a Conversion Notice, and upon such withdrawal the Maker shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Conversion Notice is withdrawn. (c) In addition to any other rights available to the Holder, if the Maker fails to cause its transfer agent to transmit to the Holder a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into certificate or certificates representing the shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend issuable upon conversion of this Note on or before the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Series A Preferred Common Stock pursuant to Section 7(a). (iii) From deliver in satisfaction of a sale by the date Holder of the shares of Common Stock issuable upon conversion of this CertificateNote which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company will at all times reserve and keep availableMaker shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, free from preemptive rights, out of its authorized but unissued Common Stock, solely if any) for the purpose shares of effecting conversions of Common Stock so purchased exceeds (y) the Series A Preferred Stock, amount obtained by multiplying (A) the aggregate number of shares of Common Stock issuable upon conversion of this Note that the Series A Preferred Stock Maker was required to deliver to the Holder in connection with the conversion at issue times (as if all shares B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of Series A Preferred Stock are so convertible). The Company will procurethe Holder, at its sole expense, either reinstate the listing portion of all the Note and equivalent number of shares of Common Stock issuable upon for which such conversion was not honored or deliver to the Holder the number of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon that would have been issued had the Maker timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Maker shall be required to pay the Holder $1,000. The Holder shall provide the Maker written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Maker. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or traded. (iv) Issuances in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Maker’s failure to timely deliver certificates for representing shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge this Note as required pursuant to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidterms hereof. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On the Conversion Date: (A) the Person in whose name or names any certificate or certificates for No fractional shares of Common Stock shall be issuable issued upon conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7Stock. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (iiincluding fractions) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend issuable upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date held by each holder of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely Preferred Stock shall be aggregated for the purpose of effecting conversions determining whether the conversion would result in the issuance of any fractional share. If, after aggregation, the Series A Preferred conversion would result in the issuance of a fractional share of Common Stock, the aggregate number Company shall, in lieu of issuing any fractional shares to which the holder would otherwise be entitled, pay a sum of Common Stock issuable upon conversion cash equal to the then fair market value of such fractional share as determined in good faith by the Board of Directors of the Series A Preferred Stock (as if all shares Company. Before any holder of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge entitled to convert the holder of same into full shares of Series A Preferred Stock Common Stock, and to receive certificates therefor, he shall surrender the certificate or any certificates therefor, duly endorsed, at the office of its transferees for any issue the Company or transfer tax (other than taxes in respect of any transfer agent for the Preferred Stock, and shall give written notice to the Companyom at such office that he elects to convert the same; provided, however, that in the event of Series A an automatic conversion pursuant to paragraph 4(b) above, the outstanding shares of Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of shall be converted automatically without any further action by the issuance holders of such certificates, all of which taxes shares and expenses shall be paid by whether or not the Companycertificates representing such shares are surrendered to the Company or its transfer agent; providedprovided further, however, that the Company shall not be required obligated to pay issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless either the certificates evidencing such shares of Preferred Stock are delivered to the Company or its transfer agent as provided above, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any tax which may be payable loss incurred by it in respect connection with such certificates. The Companyy shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of any transfer involved in Preferred Stock, a certificate or certificates for the issuance or delivery number of shares of Common Stock in to which he shall be entitled as aforesaid and a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid check payable to the Company holder in the amount of any such tax or has establishedcash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the reasonable satisfaction close of business on the date of such surrender of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred StockStock to be converted, no fractions of and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be issued, but in lieu thereof treated for all purposes as the Company shall pay cash in respect record holder or holders of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share shares of Common Stock on such date; provided, however, that if the applicable Conversion Date. (viconversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing of the sale of securities pursuant to such offering, in which event the person(s) The Company shall procure that each share of entitled to receive the Common Stock issued as a result of issuable upon such conversion of Series A the Preferred Stock shall not be accompanied by any rights associated generally with each other share of Common deemed to have converted such Preferred Stock outstanding as until immediately prior to the closing of the applicable Conversion Datesale of such securities.

Mechanics of Conversion. (i) On Before any holder of Series A Convertible Preferred Stock shall be entitled voluntarily to convert the Conversion Date: (A) same into shares of Common Stock, he/she/it shall surrender the Person in whose certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for such stock, and shall give written notice to the Company at such office that he/she/it elects to convert the same and shall state therein the number of shares to be converted and the name or names any in which he/she/it wishes the certificate or certificates for shares of Common Stock to be issued. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Convertible Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which he shall be issuable upon entitled, and if the holder has not converted all shares of Series A Convertible Preferred Stock, a certificate representing the shares of Series A Convertible Preferred Stock not converted. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment or surrender of a dividend in which the shares of Series A Convertible Preferred Stock are to participate pursuant to Section 3 hereof shall be converted, and the person or persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Common Stock on a dividend payment issuable upon such conversion shall be treated for all purposes as the record date whose shares holder or holders of Series A Preferred Stock have been converted pursuant to Section 7(a) into such shares of Common Stock on such dividend payment date will receive date. (ii) If the dividend payable by conversion is in connection with an underwritten offering of securities pursuant to the Company on such Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of Series A Convertible Preferred Stock if and when paidfor conversion, and be conditioned upon the converting holder need not include payment closing with the underwriters of the amount sale of such dividend upon conversion of shares of Series A Preferred Stock securities pursuant to Section 7(a). (iiisuch offering, in which event the person(s) From entitled to receive the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Convertible Preferred Stock shall not be made without charge deemed to have converted such Series A Convertible Preferred Stock until immediately prior to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance closing of such certificates, all sale of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidsecurities. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On In the Conversion Date: event that a holder of Class B Shares shall effect an optional conversion pursuant to Article 16(a): (A) the Person in whose name or names any certificate or certificates for shares of Common Stock Company’s Register shall be issuable upon updated to reflect such conversion; and (B) such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in upon which shares of Series A Preferred Stock are such election is expressed to participate pursuant to Section 3 hereof shall be effective, and the Person or Persons entitled to receive the dividend payable Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares on such shares date. (ii) In the event of an automatic conversion pursuant to Article 16(b): (A) all holders of Class B Shares will be given so much prior notice as shall be practicable of the occurrence of an event causing the automatic conversion of all such Class B Shares pursuant to this Article 16; (B) such conversion shall be deemed to have been made immediately prior to the close of business on the corresponding dividend payment date notwithstanding the upon which such conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paidis effective, and the converting Person or Persons entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder need not include payment of the amount or holders of such dividend upon conversion of shares of Series Class A Preferred Stock pursuant to Section 7(a)Shares on such date. (iii) From On the date of this Certificatefixed for conversion, the Company Register shall be updated to show that the converted Class B Shares have been redeemed or repurchased and all rights with respect to the Class B Shares so converted will at all times reserve and keep availableterminate, free from preemptive rights, out of its authorized but unissued Common Stock, solely for with the purpose of effecting conversions exception of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion rights of the Series holders thereof to receive Class A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible)Shares. The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be Any certificates issued without violation in respect of any applicable law or regulation or Class B Shares so converted shall be cancelled and of any requirement of any securities exchange on which the shares of Common Stock are listed or tradedno further effect. (iv) Issuances of certificates The Directors may effect such conversion in any manner available under applicable law, including redeeming or repurchasing the relevant Class B Shares and applying the proceeds thereof towards payment for shares of Common Stock upon conversion the new Class A Shares. For purposes of the Series A Preferred Stock shall be made without charge to repurchase or redemption, the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificatesDirectors may, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid subject to the Company being able to pay its debts in the amount ordinary course of any such tax or has establishedbusiness, make payments out of amounts standing to the reasonable satisfaction credit of the Company, that such tax has been, ’s share premium account or will timely be, paidout of its capital. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On the Conversion Date: (A) the Person in whose name or names any certificate or certificates for No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Stock shall be entitled to convert the same into full shares of Common Stock and to receive certificates therefor, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to Section C(2) above, the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent, and provided further that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Preferred Stock are either delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the holder shall be entitled and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, as determined pursuant to Section C(5). Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which such surrender of the shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be converted or, in the case of automatic conversion, on the date of closing of the Qualified IPO, and the person or persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Common Stock on a dividend payment issuable upon such conversion shall be treated for all purposes as the record date whose shares holder or holders of Series A Preferred Stock have been converted pursuant to Section 7(a) into such shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such date. Any shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock converted pursuant to this Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock C shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes cancelled and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied reissued by the Fair Market Value per share of Common Stock on the applicable Conversion DateCorporation. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On Before any holder of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock or Series D-1 Preferred Stock shall be entitled to convert the Conversion Date: (A) same into shares of Common Stock, he, she or it shall surrender the Person in whose certificate or certificates therefor, duly endorsed, at the office of this corporation or of any transfer agent for such stock and shall give written notice to this corporation at its principal corporate office of the election to convert the same and shall state therein the name or names any in which the certificate or certificates for shares of Common Stock are to be issued. This corporation shall, as soon as practicable thereafter, issue and deliver at such office to each such holder, or to the nominee or nominees of each such holder, (i) a certificate or certificates for the number of shares of Common Stock to which each such holder shall be issuable upon entitled as aforesaid and (ii) a cash payment of all declared but unpaid dividends on the converted shares as of the date of conversion. Such conversion shall be deemed to have become been made immediately prior to the holder close of record business on the date of the shares such surrender of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock so converted shall no longer be deemed or Series D-1 Preferred Stock to be outstandingconverted, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens person or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all such shares of Common Stock issuable upon as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Series A Preferred Stock, subject to issuance or notice of issuanceSeries B Preferred Stock, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A C Preferred Stock, Series D Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock will or Series D-1 Preferred Stock for conversion, be issued without violation conditioned upon the closing with the underwriters of any applicable law or regulation or the sale of any requirement of any securities exchange on pursuant to such offering, in which event the shares of Common Stock are listed or traded. (ivperson(s) Issuances of certificates for shares of entitled to receive the Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Stock, Series A B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of and/or Series A D-1 Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required deemed to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no have converted such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A- 1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock shall be issued, but in lieu thereof or Series D-1 Preferred Stock until immediately prior to the Company shall pay cash in respect closing of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share sale of Common Stock on the applicable Conversion Datesecurities. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On Before any holder of Series B Preferred ----------------------- Stock or Series C Preferred Stock shall be entitled to convert shares of Series B Preferred Stock or Series C Preferred Stock into Subordinated Debt, such holder shall surrender the Conversion Date: (A) the Person in whose name or names any certificate or certificates therefor, duly endorsed, at the office of the Issuer or of any transfer agent for shares Series B Preferred Stock or Series C Preferred Stock, respectively, and shall give written notice to the Issuer at its principal corporate office, of Common Stock shall be issuable the election to convert the same. The Issuer shall, as soon as practicable thereafter, execute and deliver to such holder or to the nominee or nominees of such holder, all documents reasonably requested by such holder evidencing the Subordinated Debt with such additional terms, if any, as are reasonably agreed upon by the Issuer and such holder; provided, that such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which such surrender of the shares of Series A B Preferred Stock are or Series C Preferred Stock to participate be converted. In the event of a conversion of their shares of Series B Preferred Stock or Series C Preferred Stock pursuant to Section 3 hereof this Article 6, the holder of the Series B Preferred Stock or Series C Preferred Stock being converted shall enter into such agreements and other documents as may be required by the holders of Senior Debt, on or after the date of conversion, in order to evidence the subordination of the Subordinated Debt to the Senior Debt as a condition to the conversion thereof. In the event that the holder or holders of Series B and/or Series C Preferred Stock elect to convert shares of Series B or Series C Preferred Stock, as the case may be, and (i) the assets or retained earnings of the Issuer shall be insufficient to permit the conversion of all such shares, or (ii) Issuer is otherwise restricted from converting all such shares, the Issuer shall first convert the maximum number of shares of Series B Preferred Stock that it is otherwise permitted to convert (the "Convertible B Shares") and second shall -------------------- convert the maximum number of Series B Preferred Stock that it is otherwise permitted to convert (the "Convertible C Shares"). Each holder of Series B or -------------------- Series C Preferred Stock shall be entitled to receive convert his or its pro rata share of the dividend payable on such shares Convertible B or Convertible C shares, as the case may be, based on the corresponding dividend payment date notwithstanding number of shares of Series B or Series C held by such Securityholder compared to the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder total number of shares of Series A or Series B Preferred Stock on a dividend payment record date whose outstanding. Notwithstanding anything else set forth in this Article 6, no holder of Series B or Series C Preferred Stock shall have the right to convert shares of Series A B or Series C Preferred Stock have been converted pursuant to Section 7(amore than once in any three (3) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a)month period. (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On As soon as practicable after the Conversion Date (and in any event within three Business Days), the Company shall promptly issue and deliver to such holder a certificate for the number of shares of Common Stock (or Reference Property, to the extent applicable) to which such holder is entitled, together with a check or cash for payment of fractional shares, if any, in exchange for the certificates formerly representing shares of Series C Preferred Stock. Such conversion will be deemed to have been made on the Conversion Date: , and the person (Aas defined in SECTION 8) entitled to receive the shares of Common Stock (or Reference Property, to the extent applicable) issuable upon such conversion shall be treated for all purposes as the Person in whose name record holder of such shares of Common Stock (or names Reference Property, to the extent applicable) on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for shares of Common Stock (or Reference Property, to the extent applicable) or Series C Preferred Stock are issued in a name other than the name of the converting holder. The Company shall be issuable pay any documentary, stamp or similar issue or transfer tax due on the issue of Common Stock (or Reference Property, to the extent applicable) upon conversion shall be deemed to have become or due upon the holder issuance of record a new certificate for any shares of the Series C Preferred Stock not converted other than any such tax due because shares of Common Stock represented thereby at such time(or Reference Property, and (Bto the extent applicable) the or a certificate for shares of Series A C Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of are issued in a holder with respect to such shares shall immediately terminate except name other than the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion name of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith)converting holder. (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof The Company shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from any preemptive rights, out of its treasury or authorized but unissued shares of Common StockStock (or Reference Property, solely to the extent applicable) (or a combination of both) for the purpose of effecting conversions the conversion of the Series A C Preferred Stock, Stock the aggregate full number of shares of Common Stock (or Reference Property, to the extent applicable) deliverable upon the conversion of all outstanding Series C Preferred Stock (as may be adjusted from time to time pursuant to the terms of this SECTION 5 and assuming for the purposes of this calculation that all outstanding shares of Series C Preferred Stock are held by one holder), and the Company shall take all actions to amend its Certificate of Incorporation to increase the authorized amount of Common Stock (or Reference Property, to the extent applicable) if necessary therefor. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock (or Reference Property, to the extent applicable) issuable upon conversion of the Series A C Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Stock, the Company will procuretake any corporate action which may, at in the opinion of its sole expensecounsel, be necessary in order that the listing of all Company may validly and legally issue fully paid and nonassessable shares of Common Stock (or Reference Property, to the extent applicable) at such adjusted Conversion Price. (iii) From and after the Conversion Date, the shares of Series C Preferred Stock to be converted on such Conversion Date will no longer be deemed to be outstanding; and all rights of the holder thereof as a holder of Series C Preferred Stock (except the right to receive from the Company the Common Stock (or Reference Property, to the extent applicable) upon conversion) shall cease and terminate with respect to such shares; provided, that in the event that a share of Series C Preferred Stock is not converted due to a default by the Company or because the Company is otherwise unable to issue the requisite shares of Common Stock (or Reference Property, to the extent applicable), such share of Series C Preferred Stock will remain outstanding and will be entitled to all of the rights as provided herein. Any shares of Series C Preferred Stock that have been converted will, after such conversion, be deemed cancelled and retired and, following the filing of any certificate required by the DGCL, have the status of authorized but unissued Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board. (iv) If the conversion is in connection with any sale, transfer or other disposition of the Common Stock (or Reference Property, to the extent applicable) issuable upon conversion of the Series C Preferred Stock, the conversion may, at the option of any holder tendering any share of Series C Preferred Stock for conversion, be conditioned upon the closing of the sale, transfer or the disposition of shares of Common Stock (or Reference Property, to the extent applicable) issuable upon conversion of Series A C Preferred StockStock with the underwriter, subject transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such shares of Series C Preferred Stock shall not be deemed to issuance have occurred until immediately prior to the closing of such sale, transfer or other disposition. (v) The Company shall comply with all federal and state laws, rules and regulations and applicable rules and regulations of the Exchange on which shares of the Common Stock (or Reference Property, to the extent applicable) are then listed. If any shares of Common Stock (or Reference Property, to the extent applicable) to be reserved for the purpose of conversion of shares of Series C Preferred Stock require registration with or approval of any person or group (as defined in SECTION 8) under any federal or state law or the rules and regulations of the Exchange on which shares of the Common Stock (or Reference Property, to the extent applicable) are then listed before such shares may be validly issued or delivered upon conversion, then the Company will, as expeditiously as possible, use its reasonable best efforts to secure such registration or approval, as the case may be. So long as any Common Stock (or Reference Property, to the extent applicable) into which the shares of Series C Preferred Stock are then convertible is then listed on an Exchange, the Company will list and keep listed on such Exchange, upon official notice of issuance, on the principal domestic stock exchange on which the all shares of such Common Stock is then listed (or traded. The Company will take all action as may be necessary Reference Property, to ensure that all the extent applicable) issuable upon conversion. (vi) All shares of Common Stock issuable (or Reference Property, to the extent applicable) issued upon conversion of the shares of Series A C Preferred Stock will will, upon issuance by the Company, be duly and validly issued, fully paid and nonassessable, not issued without in violation of any applicable preemptive rights arising under law or regulation contract and free from all taxes, liens and charges with respect to the issuance thereof, and the Company shall take no action which will cause a contrary result. (vii) If, prior to both (x) a Triggering Event and (y) a Distribution Date, shares of Series C Preferred Stock are converted into Common Stock (or Reference Property, to the extent applicable), upon the conversion of any requirement such shares of any securities exchange on which Series C Preferred Stock, the shares of Common Stock (or Reference Property, to the extent applicable) issued in respect thereof shall be issued with the same Rights, if any, attached thereto as are listed or traded. (iv) Issuances of certificates for attached to the then-outstanding shares of Common Stock upon conversion (or Reference Property, to the extent applicable). If, prior to a Triggering Event, but following the occurrence of a Distribution Date and prior to the expiration or redemption of the Series A Preferred Stock shall be made without charge to the holder of Rights, shares of Series A C Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of are converted into Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance (or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has establishedReference Property, to the reasonable satisfaction of the Companyextent applicable), that such tax has been, or will timely be, paid. (v) In connection with upon the conversion of any such shares of Series A C Preferred Stock, no fractions the holders of shares of such Common Stock shall be issued, but in lieu thereof receive the Company shall pay cash in respect number of such fractional interest in an amount equal Rights which would have been attached to such fractional interest multiplied by the Fair Market Value per share of Common Stock on assuming the applicable Conversion DateDistribution Date had not occurred prior to such conversion. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On In order to exercise its rights pursuant to a Holder's Optional Conversion, the Holder shall deliver written notice in the form of Exhibit A to the Company stating that it elects to convert all or part of the outstanding principal amount of this Note and accrued but unpaid interest. Such notice shall state the amount that the Holder seeks to convert and shall be accompanied by this Note. The date contained in the notice shall be the conversion date ("Conversion Date") and the Holder shall be deemed to own the underlying Common Stock as of such date. As soon as practicable (but no later than three (3) Trading Days) after the Conversion Date: (A) , the Person in whose name or names any Company shall promptly issue and deliver to the Holder a certificate or certificates for the number of shares of Common Stock to which the Holder is entitled and, in the case where only part of this Note is converted, the Company shall execute and deliver a new Note in an aggregate principal amount equal to and in exchange for the unconverted portion of the principal amount of the Note so surrendered. Notwithstanding anything to the contrary in this Section 8, in the case where only a part of this Note is converted, the amount of the unconverted portion shall be issuable upon conversion at least [GBP_______]. Conversions pursuant to this Section 8 shall be deemed to have become been made immediately prior to the holder close of record of business on the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right Conversion Date. The person entitled to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares issuable upon such conversion shall be treated for all purposes as the record holder of such Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a)Conversion Date. (iiiii) From the date of this Certificate, the The Company will shall at all times during which this Note shall be outstanding, reserve and keep available, free from preemptive rights, available out of its authorized but unissued Common Stockstock, solely for the purpose of effecting conversions the conversion hereof and the Other Notes, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of such outstanding Notes. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of this Note and the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Other Notes, the Company will procuretake any corporate action which may, at in the opinion of its sole expensecounsel, be necessary in order that the listing of all Company may validly and legally issue fully paid and nonassessable shares of Common Stock issuable upon at such adjusted Conversion Price. (iii) If this Note (or a portion thereof) shall have been surrendered for conversion of Series A Preferred Stockas herein provided, subject it (or such portion) shall no longer be deemed to issuance or notice of issuancebe outstanding and all rights with respect hereto, including the rights, if any, to receive interest, notices and consent rights shall immediately cease and terminate on the principal domestic stock exchange on which Conversion Date, except only the Common Stock is then listed or traded. The Company will take all action as may be necessary right of the Holder to ensure that all receive shares of Common Stock issuable upon conversion of Series A Preferred Stock will in exchange therefor. To the extent so converted, this Note shall be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or tradedretired and canceled. (iv) Issuances If a Holder's Optional Conversion is in connection with an underwritten offering of certificates securities registered pursuant to the 1933 Act, the conversion may, at the option of the Holder tendering shares for shares conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the Holder entitled to receive the Common Stock issuable upon such conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company Notes shall not be required deemed to pay any tax which may be payable in respect of any transfer involved in have converted such Notes until immediately prior to the issuance or delivery of shares of Common Stock in a name other than that closing of the transferee sale of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidsecurities. (v) In connection with The certificates representing the shares issued upon conversion of shall bear any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied legend required by any then existing rights agreement and any restrictive legend deemed appropriate by the Fair Market Value per share of Common Stock on the applicable Conversion DateCompany. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. The Holder of any Series B Preferred Stock may exercise the conversion right specified in paragraph (ia) On of this Section 4 by surrendering to the Conversion Date: (A) Secretary of the Person in whose name Corporation or names any transfer agent of the Corporation the certificate or certificates for the shares to be converted, if such shares are certificated, accompanied by a Notice of Conversion. Upon the occurrence of the event specified in paragraph (b) of this Section 4, the outstanding Series B Preferred Stock shall be converted automatically without any further action by the Holder of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent. Conversion shall be deemed to have been effected on the date when delivery of a Notice of Conversion and certificates for shares to be converted is made in the case of conversion under paragraph (a) of this Section 4 if Series B Preferred Stock is issued in certificated form, or on the date of the event specified in paragraph (b) of this Section 4, and such date is referred to herein as the “Conversion Date.” Subject to the provisions of subparagraph (g)(ii) of this Section 4, as promptly as practicable thereafter (and after surrender of the certificate or certificates evidencing Series B Preferred Stock to the Corporation or any transfer agent of the Corporation, if applicable) the Corporation shall issue and deliver to or upon the written order of such Holder a certificate or certificates for the number of shares of Common Stock shall to which such Holder is entitled and a check or cash with respect to any fractional interest in any share of Common Stock as provided in paragraph (f) of this Section 4. Subject to the provisions of subparagraph (g)(ii) of this Section 4, the person in whose name the certificate or certificates for Common Stock are to be issuable upon conversion issued shall be deemed to have become the a holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. . Upon conversion of only a portion of the number of shares covered by a certificate representing Series B Preferred Stock surrendered for conversion (viin the case of conversion pursuant to paragraph (a) The Company of this Section 4), as applicable, the Corporation shall procure that each share issue and deliver to or upon the written order of the Holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Series B Preferred Stock representing the unconverted portion of the certificate so surrendered, if such shares are to be held in certificated form. Notwithstanding the foregoing, the Corporation shall not be obligated to issue to any Holder of Series B Preferred Stock certificates evidencing the Common Stock issued as a result issuable upon such conversion unless certificates evidencing the Series B Preferred Stock are delivered to either the Corporation or any transfer agent of conversion the Corporation if such shares of Series A B Preferred Stock are held in certificated form. No medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Daterequired.

Mechanics of Conversion. (iBefore any holder of Series A, Series A-1, Series A-2, Series B or Series B-1 Preferred shall be entitled to convert the same into full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same; provided, however, that in the event of a conversion pursuant to Sections C(2), C(4)(d) On or C(4)(e), the Conversion Date: (outstanding shares of Series A) , Series A-1, Series A-2, Series B and Series B-1 Preferred shall be converted automatically without any further action by the Person holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent, and, provided further, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Preferred Stock are either delivered to the Corporation or its transfer agent, as provided above, or the holder notifies the Corporation or the Corporation's transfer agent that such certificates have been lost, stolen or destroyed and executes an affidavit to such effect, in whose name a form reasonably satisfactory to the Corporation. The Corporation shall, as soon as practicable after such delivery, or names any such affidavit in the case of a lost certificate, issue and deliver at such office to such holder of Series A, Series A-1, Series A-2, Series B or Series B-1 Preferred, a certificate or certificates for the number of shares of Common Stock to which the holder shall be issuable upon entitled and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which such surrender of the shares of Series A A, Series A-1, Series A-2, Series B or Series B-1 Preferred to be converted, in the case of automatic conversion in connection with an underwritten public offering, immediately prior to the closing of the offering, or in the case of conversion in connection with the consent of the holders of at least 66 2/3% of the Preferred Stock are to participate pursuant to Section 3 hereof shall be then outstanding, immediately upon receipt of such consent, and the person or persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Common Stock on a dividend payment issuable upon such conversion shall be treated for all purposes as the record date whose shares holder or holders of Series A Preferred Stock have been converted pursuant to Section 7(a) into such shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a)date. (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. The shares of Common Stock issued to the holders of 8% Preferred Stock pursuant to this paragraph (ig) On will be shares of Class B Common Stock; except that any holder of 8% Preferred Stock may request by written notice to the Conversion Date: Corporation that shares of Voting Common Stock be issued upon conversion of the 8% Preferred Stock of such holder. Before any holder of 8% Preferred Stock shall be entitled to convert the same into shares of Common Stock pursuant to subparagraph (Ai)(A) of this paragraph (g), he or she shall surrender the Person in whose certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the 8% Preferred Stock, and shall give written notice by mail, postage prepaid, to the Corporation at its principal corporate office of the election to convert the same and shall state therein the name or names any in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall as soon as practicable thereafter, issue and deliver at such office to such holder of 8% Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be issuable upon entitled as aforesaid. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which such surrender of the shares of Series A 8% Preferred Stock are to participate pursuant to Section 3 hereof shall be converted, and the person or person entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all such shares of Common Stock issuable as of such date. If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, the conversion may, at the option of any holder tendering the 8% Preferred Stock for conversion, be conditioned upon conversion the closing with the underwriter of Series A Preferred Stockthe sale of securities pursuant to such offering, subject in which event the person(s) entitled to issuance or notice of issuance, on receive the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon such conversion of the Series A 8% Preferred Stock shall not be made without charge deemed to have converted such 8% Preferred Stock until immediately prior to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance closing of such certificates, all sale of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidsecurities. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (ia) On The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Note to be converted, divided by the Conversion Price on the Conversion Date: , plus (Aif indicated in the applicable Conversion Notice or the Borrower Conversion Notice) the Person amount of any accrued but unpaid interest on this Note through the Conversion Date, divided by the Conversion Price on the Conversion Date. (b) The Borrower shall promptly following each Conversion Date (but in whose no event later than three Trading Days after such Conversion Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Lender and in such name or names any as the Lender may designate a certificate or certificates for shares of Common Stock shall be the Underlying Shares issuable upon conversion such conversion, free of restrictive legends. The Lender, or any Person so designated by the Lender to receive Underlying Shares, shall be deemed to have become the holder of record of such Underlying Shares as of such Conversion Date. The Borrower shall, upon request of the Lender, use its best efforts to deliver Underlying Shares hereunder electronically (via a DWAC) through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) The Lender shall not be required to deliver the original Note in order to effect a conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the Note and issuance of a New Note representing the remaining outstanding principal amount. (d) The Borrower's obligations to issue and deliver Underlying Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Lender to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Lender or any other Person of any obligation to the Borrower or any violation or alleged violation of law by the Lender or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Lender in connection with the issuance of such Underlying Shares. (e) If by the third Trading Day after a Conversion Date or the Borrower Conversion Date the Borrower fails to deliver to the Lender such Underlying Shares in such amounts and in the manner required pursuant to Section 5, then the Lender will have the right to rescind the Conversion Notice or the Borrower Conversion Notice pertaining thereto by giving written notice to the Borrower prior to such ▇▇▇▇▇▇'s receipt of such Underlying Shares. (f) If by the third Trading Day after a Conversion Date or the Borrower Conversion Date the Borrower fails to deliver to the Lender the required number of Underlying Shares in the manner required pursuant to Section 5, and if after such third Trading Day and prior to the receipt of such Underlying Shares, the Lender purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Lender of the Underlying Shares which the Lender anticipated receiving upon such conversion (a "BUY IN"), then the Borrower shall: (1) pay in cash to the Lender (in addition to any other remedies available to or elected by the Lender) the amount by which (x) the Lender's total purchase price (including brokerage commissions, if any) for the shares of Common Stock represented thereby so purchased exceeds (y) the amount obtained by multiplying (A) the number of Underlying Shares that the Borrower was required to deliver to the Lender in connection with the exercise at such time, and issue by (B) the shares Closing Price at the time of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect the obligation giving rise to such shares shall immediately terminate except purchase obligation and (2) at the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion option of the Series A Preferred Stock willLender, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding either void the conversion thereof following such dividend payment record date at issue and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive reinstate the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the principal amount of Notes (plus accrued interest therein) for which such dividend upon conversion of shares of Series A Preferred Stock pursuant was not timely honored or deliver to Section 7(a). (iii) From the date of this Certificate, Lender the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of that would have been issued had the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible)Borrower timely complied with its exercise and delivery obligations hereunder. The Company will procure, at its sole expense, Lender shall provide the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance Borrower reasonably detailed evidence or written notice of issuance, on indicating the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge amounts payable to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense Lender in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidBuy-In. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (a) Provided the Purchaser has notified the Company of the Purchaser’s intention to sell the Series A Preferred Shares and the Series A Preferred Shares are included in an effective registration statement or are otherwise exempt from registration when sold: (i) On upon the Conversion Date: conversion of the Series A Preferred or part thereof, the Company shall, at its own cost and expense, take all necessary action (Aincluding the issuance of an opinion of counsel reasonably acceptable to the Purchaser following a request by the Purchaser) to assure that the Person in whose name or names any certificate or certificates for Company’s transfer agent shall issue shares of the Company’s Common Stock shall be issuable upon conversion shall be deemed to have become in the holder of record name of the shares of Common Stock represented thereby at Purchaser (or its nominee) or such time, other persons as designated by the Purchaser in accordance with Section 9.1(b) hereof and (B) in such denominations to be specified representing the shares number of Series A Preferred Stock so converted shall Shares issuable upon such conversion; and (ii) the Company warrants that no longer instructions other than these instructions have been or will be deemed given to be outstanding, and all rights the transfer agent of a holder with respect to such shares shall immediately terminate except the right to receive the Company’s Common Stock and other amounts payable that after the Effectiveness Date (as defined in the Registration Rights Agreement) the Series A Preferred Shares issued will be freely transferable subject to the prospectus delivery requirements of the Securities Act and the provisions of this Agreement, and will not contain a legend restricting the resale or transferability of the Series A Preferred Shares. (b) Purchaser will give notice of its decision to exercise its right to convert the Series A Preferred or part thereof by telecopying or otherwise delivering an executed and completed notice of the number of shares to be converted to the Company (the “Notice of Conversion”). The Purchaser will not be required to surrender the Series A Preferred until the Purchaser receives a credit to the account of the Purchaser’s prime broker through the DWAC system (as defined below), representing the Series A Preferred Shares or until the Series A Preferred has been fully satisfied. Each date on which a Notice of Conversion is telecopied or delivered to the Company in accordance with the provisions hereof shall be deemed a “Conversion Date.” Pursuant to the terms of the Notice of Conversion, the Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) business day of the date of the delivery to the Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) business days after receipt by the Company of the Notice of Conversion (the “Delivery Date”). (c) The Company understands that a delay in the delivery of the Series A Preferred Shares in the form required pursuant to this Section 79 hereof beyond the Delivery Date could result in economic loss to the Purchaser. All shares In the event that the Company fails to direct its transfer agent to deliver the Series A Preferred Shares to the Purchaser via the DWAC system within the time frame set forth in Section 9.1(b) above and the Series A Preferred Shares are not delivered to the Purchaser by the Delivery Date, as compensation to the Purchaser for such loss, the Company agrees to pay late payments to the Purchaser for late issuance of Common Stock delivered the Series A Preferred Shares in the form required pursuant to Section 9 hereof upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges Shares in the amount equal to the greater of: (other than liens i) $500 per business day after the Delivery Date; or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders the Purchaser’s actual damages from such delayed delivery. Notwithstanding the foregoing, the Company will not owe the Purchaser any late payments if the delay in the delivery of shares of the Series A Preferred Stock at Shares beyond the close Delivery Date is solely out of business on the record date for any payment control of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment Company is actively trying to cure the cause of the delay. The Company shall pay any payments incurred under this Section in immediately available funds upon demand and, in the case of actual damages, accompanied by reasonable documentation of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From damages. Such documentation shall show the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock Purchaser is forced to purchase (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on in an open market transaction) which the Common Stock is then listed or traded. The Company will take all action Purchaser anticipated receiving upon such conversion, and shall be calculated as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on the amount by which (A) the Purchaser’s total purchase price (including customary brokerage commissions, if any) for the shares of Common Stock are listed or traded. so purchased exceeds (ivB) Issuances of certificates for shares of Common Stock upon conversion the aggregate principal and/or interest amount of the Series A Preferred Stock Preferred, for which such Conversion Notice was not timely honored. Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be made without charge deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum amount permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to a Purchaser and thus refunded to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On The number of Underlying Shares issuable upon any conversion of shares of Series B Preferred Stock hereunder shall equal the Stated Value of such shares of Series B Preferred Stock to be converted divided by the Conversion Price on the Conversion Date: . Upon conversion of any shares of Series B Preferred Stock, the Corporation shall promptly (Abut in no event later than three (3) Trading Days after the Person Conversion Date) issue or cause to be issued and cause to be delivered to the Holder, or upon the written order of the Holder and in whose such name or names any as the Holder may designate, a certificate or certificates for shares of Common Stock shall be the Underlying Shares issuable upon conversion such conversion, free of restrictive legends unless such Underlying Shares are still required to bear a restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become the holder of record of such Underlying Shares as of the Conversion Date. If the shares are then not required to bear a restrictive legend, the Corporation shall, upon request of Common Stock represented thereby at such timethe Holder, deliver Underlying Shares hereunder electronically through The Depository Trust Corporation or another established clearing corporation performing similar functions, and (B) shall credit the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission System. A Holder shall deliver the original certificate(s) evidencing the Series B Preferred Stock being converted (or an affidavit of lost certificate and any indemnity or bond required by the Corporation’s transfer agent) together with a duly completed Conversion Notice in proper form in order to effect a conversion of such Series B Preferred Stock. Upon surrender of a certificate following one or more partial conversions, the Series A Preferred Stock (as if all Corporation shall promptly deliver to the Holder a new certificate representing the remaining shares of Series A B Preferred Stock are so convertible)Stock. The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable Corporation’s obligations to issue and deliver Underlying Shares upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A B Preferred Stock will be issued without in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by any Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by any Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by any applicable law Holder or regulation or any other Person, and irrespective of any requirement of any securities exchange on other circumstance which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion might otherwise limit such obligation of the Series A Preferred Stock shall be made without charge Corporation to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes Holder in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of connection with the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidUnderlying Shares. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On the Conversion Date: (A) the Person in whose name or names any certificate or certificates for No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Stock shall be entitled to convert the same into full shares of Common Stock, and to receive certificates therefor, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Corporation at such office that he elects to convert the same; provided , however , that on the date of an Automatic Conversion Event, the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided further , however, that the Corporation shall not be obligated to issue [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Fluidigm Corporation certificates evidencing the shares of Common Stock issuable upon such Automatic Conversion Event unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which such surrender of the shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be converted, and the person or persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Common Stock on a dividend payment issuable upon such conversion shall be treated for all purposes as the record date whose shares holder or holders of Series A Preferred Stock have been converted pursuant to Section 7(a) into such shares of Common Stock on such dividend payment date will date; provided, however , that if the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon such conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall not be made without charge deemed to have converted such Preferred Stock until immediately prior to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect closing of the issuance sale of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidsecurities. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. In order to convert this Debenture (iin whole or in part) On the Conversion Date: (A) the Person in whose name or names any certificate or certificates for into full shares of Common Stock Stock, the Holder shall surrender this Debenture, duly endorsed, by either overnight courier or 2-day courier, to the principal office of the Company, and shall give written notice in the form of EXHIBIT 1 hereto (the "Conversion Notice") by facsimile (with the original of such notice forwarded with the foregoing courier) to the Company at such office that the Holder elects t convert the principal amount (plus accrued but unpaid interest and default payments) specified therein, which such notice and election shall be issuable upon conversion shall be deemed revocable by the Holder at any time prior to have become the holder its receipt of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Companyconversion; provided, however, that the Company shall not be required obligated to pay issue certificates evidencing the shares of the Common Stock issuable upon such conversion unless either the Debenture evidencing the principal amount is delivered to the Company as provided above, or the Holde notifies the Company that such Debenture(s) has been lost, stolen or destroyed and promptly executes an agreement reasonably satisfactory to the Company to indemnify the Company from any tax which may be payable loss incurred by it in respect connection with such lost, stolen or destroyed ▇▇▇▇▇▇▇▇▇(s). Within three (3) Trading Days ("T+3") after delivery to the Company of any transfer involved in such Conversion Notice, the issuance Company shall issue and deliver to such Holder of Debenture(s) at the address of the Holder, or delivery to its designee, a certificate or certificates for the number of shares of Common Stock in to which the Holder shall be entitled as aforesaid, together with a name other than that calculation of the transferee Conversion Rate and a Debenture or Debentures for the principal amount of Debentures not submitted for conversion. The date on which the Series A Preferred Stock that Conversion Notice is given (the "Holder Conversion Date") shall be deemed to be the date the Company received by facsimile the Conversion Notice duly executed by the Holder, and the Holder entitled to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock issuable upon such conversion shall be issuedtreated for all purposes as the record holder or holders of such shares of Common Stock at the close of business on the Holder Conversion Date. In lieu of delivering physical certificates representing the Common Shares issuable upon conversion of Debentures or the Warrant Shares (as defined in the Purchase Agreement) deliverable upon exercise of Warrants (as defined in the Purchase Agreement), but provided the Company's transfer agent is participating in lieu thereof the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Holder, the Company shall pay cash in respect use its best efforts to cause its transfer agent to electronically transmit the Common Shares and Warrant Shares issuable upon conversion or exercise of Debentures or Warrants to the Holder, by crediting the account of ▇▇▇▇▇▇'s prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The conversions pursuant to Sections 5 and 6 shall be deemed to have been made immediately prior to the close of business on the Holder Conversion Date. The person or persons entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such fractional interest in an amount equal to such fractional interest multiplied by Common Shares at the Fair Market Value per share close of Common Stock business on the applicable Holder Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (ia) On In order to exercise the Conversion conversion right pursuant to Subsection 8.1 above, the holder of each share of Series C Preferred Stock (or fraction thereof) to be converted shall surrender the certificate representing such share, duly endorsed or assigned to the Company or in blank, at the office of the Company, accompanied by written notice to the Company that the holder thereof elects to convert Series C Preferred Stock or a specified portion thereof. Unless the shares issuable on conversion are to be issued in the same name as the name in which such share of Series C Preferred Stock is registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder or such holder's duly authorized attorney and an amount sufficient to pay any transfer or similar tax (or evidence reasonably satisfactory to the Company demonstrating that such taxes have been paid or are not required to be paid). EXHIBIT A (b) Holders of shares of Series C Preferred Stock at the close of business on a Dividend Payment Record Date shall be entitled to receive the dividend payable on such shares on the corresponding Dividend Payment Date (except that holders of shares called for redemption on a redemption date falling between the close of business on such Dividend Payment Record Date and the opening of business on the corresponding Dividend Payment Date shall, in lieu of receiving such dividend on the Dividend Payment Date fixed therefor, receive such dividend payment together with all other accrued and unpaid dividends on the date fixed for redemption, unless such holder converts such shares called for redemption pursuant to the provisions of this Section 8) notwithstanding the conversion thereof following such Dividend Payment Record Date and prior to such Dividend Payment Date: . However, shares of Series C Preferred Stock surrendered for conversion during the period between the close of business on any Dividend Payment Record Date and the opening of business on the corresponding Dividend Payment Date (Aexcept shares called for redemption or exchange on a redemption date or exchange date during such period) must be accompanied by payment of an amount equal to the Person dividend payment with respect to such shares of Series C Preferred Stock presented for conversion on such Dividend Payment Date. A holder of shares of Series C Preferred Stock on a Dividend Payment Record Date who (or whose transferee) tenders any such shares for conversion into shares of Common Stock on the corresponding Dividend Payment Date will receive the dividend payable by the Company on such shares of Series C Preferred Stock on such date and the converting holder need not include payment in the amount of such dividend upon surrender of shares of Series C Preferred Stock for conversion on the Dividend Payment Date. Except as provided above, the Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on converted shares or for dividends on the shares of Common Stock issued upon such conversion. (c) As promptly as practicable after the surrender of certificates for shares of Series C Preferred Stock as aforesaid, the Company shall issue and shall deliver at such office to such holder, or on such holder's written order, a certificate or certificates for the number of shares of Common Stock issuable upon the conversion of such shares in accordance with the provisions of this Section 8, and any fractional interest in respect of a share of Common Stock arising upon such conversion shall be settled as provided in Subsection 8.4 hereof. (d) Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the certificates for shares of Series C Preferred Stock shall have been surrendered and such notice received by the Company as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby at such timetime on such date, and (B) such conversion shall be at the shares Conversion Price in effect at such time on such date, unless the stock transfer books of Series A Preferred Stock so converted the Company shall no longer be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, but such conversion shall be outstanding, and all rights of a holder with respect to at the Conversion Price in effect on the date upon which such shares shall immediately terminate except have been surrendered and such notice received by the right to receive the Common Stock and other amounts payable pursuant to this Section 7Company. All shares of Common Stock delivered upon conversion of the Series A C Preferred Stock will, will upon delivery, delivery be duly and validly authorized issued and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. 4.1. No fractional Ordinary Share shall be issued upon conversion of the Series B Preferred Shares. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price. 4.2. Before any Series B Preferred Holder shall be entitled to convert the same into the Conversion Shares and to receive certificates therefor, such Series B Preferred Holder shall, with respect to an Conversion Option pursuant to Section 3.1 (i) On and (ii) of this Exhibit C provide at least seven (7) Business Days prior written notice, with respect to an Conversion Option pursuant to Section 3.1 (iii) of this Exhibit C provide written notice to the Company no later than five (5) Business Days following the Post-IPO Option Date, to the Company or any transfer agent for the Series B Preferred Shares to be converted. 4.3. With respect to the Conversion Date: Option and the Mandatory Conversion, before any Series B Preferred Holder shall be entitled to the Conversion Shares and to receive certificates therefor, if such holder’s shares are certificated, surrender the certificate or certificates therefor (A) or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Person in whose Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate), at the principal office of the Company or of any transfer agent for the Series B Preferred Shares to be converted. Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the Conversion Shares to be issued. If required by the Company, any certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The Company shall update the register of members and issue and deliver at such office to such Series B Preferred Holder a certificate or certificates for shares the number of Common Stock the Conversion Shares to which such Series B Preferred Holder shall be issuable upon entitled as aforesaid and a check payable to such Series B Preferred Holder in the amount of any cash amounts payable (if any) as the result of a conversion into fractional Conversion Shares. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares such surrender of the certificate or certificates representing the Series A B Preferred Stock are Shares to participate pursuant to Section 3 hereof shall be converted, and the person or persons entitled to receive the dividend payable Conversion Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Conversion Shares on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date 4.4. Section 4 of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company Exhibit C shall not be required to pay any tax which may be payable in respect terminate upon consummation of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidIPO. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On the Conversion Date: (A) the Person in whose name or names any certificate or certificates In order for shares of Common Stock shall be issuable upon conversion shall be deemed to have become the a holder of record of the shares of Common Series A Preferred Stock represented thereby at such time, and (B) the to voluntarily convert shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All into shares of Class B Common Stock delivered upon conversion Stock, such holder shall (a) provide written notice to the Corporation's transfer agent at the office of the transfer agent for the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from (or at the principal office of the Corporation if the Corporation serves as its own transfer agent) that such holder elects to convert all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect any number of any transfer occurring contemporaneously therewith). (ii) Holders of such holder's shares of Series A Preferred Stock at and, if applicable, any event on which such conversion is contingent and (b), if such holder's shares are certificated, surrender the close of business on the record date certificate or certificates for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and when paid, and agreement reasonably acceptable to the converting holder need not include payment Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the amount alleged loss, theft or destruction of such dividend upon conversion certificate), at the office of shares of the transfer agent for the Series A Preferred Stock pursuant (or at the principal office of the Corporation if the Corporation serves as its own transfer agent). Such notice shall state such holder's name or the names of the nominees in which such holder wishes the shares of Common Stock to Section 7(a). (iii) From be issued. If required by the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the date of this Certificatereceipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such notice and, if applicable, certificates (or lost certificate affidavit and agreement) shall be the Company will at all times reserve time of conversion (the "Conversion Time"), and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the specified shares shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Time (i) issue and deliver to such holder of Series A Preferred Stock, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof and a certificate for the number (as if all any) of the shares of Series A Preferred Stock are so convertible). The Company will procurerepresented by the surrendered certificate that were not converted into Common Stock, at its sole expense, the listing (ii) pay in cash such amount as provided in Section 5.3(c) above in lieu of all shares any fraction of a share of Common Stock otherwise issuable upon conversion of Series A Preferred Stocksuch conversion, subject to issuance or notice of issuance, and (iii) pay all declared but unpaid dividends on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidconverted. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On In order to exercise its rights pursuant to the Conversion Right, the Holder shall deliver written notice in the form of Exhibit I to the Issuer stating that the Holder elects to convert all or part of the Accreted Principal ▇▇▇▇▇▇ represented by this Note. Such notice shall state the Accreted Principal Amount which the Holder seeks to convert. The date contained in the notice (which date shall be no earlier than the Trading Day immediately following the date of the notice) shall be the date of conversion of the Note (such date of conversion, the “Conversion Date: (A”) and the Person in whose name or names any certificate or certificates for Holder shall be deemed to be the beneficial owner of the underlying shares of Common Stock shall be issuable upon conversion shall be deemed to have become (the holder “Conversion Shares”) as of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith)date. (ii) Holders Not later than two (2) Trading Days following the Conversion Date (which may be extended if required by the Issuer’s transfer agent), the Issuer shall promptly issue and deliver to the Holder a certificate or certificates for the number of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive to which the dividend payable Holder is entitled and, in the case where only part of a Note is converted, the Issuer shall execute and deliver (at its own expense) a new Note of any authorized denomination as requested by the Company on such shares of Series A Preferred Stock if Holder in an aggregate principal amount equal to and when paid, and in exchange for the converting holder need not include payment unconverted portion of the principal amount of such dividend upon conversion the Note so surrendered. In lieu of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From delivering physical certificates representing the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of Note, provided the Series A Preferred Stock Issuer’s transfer agent is participating in the Depository Trust Company (as if all shares “DTC”) Fast Automated Securities Transfer program, upon request of Series A Preferred Stock are so convertible). The Company will procure, at its sole expensethe Holder, the listing of all Issuer shall (and shall cause its transfer agent to), electronically transmit the shares of Common Stock issuable upon conversion of Series A Preferred Stockthis Note to the Holder by crediting the account of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, subject if such DWAC system is available for the issuance of such shares of Common Stock under the terms of this Note and the Purchase Agreement. The time periods for delivery described above shall apply to issuance or notice the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The conversion pursuant to Section 3 shall be deemed to have been made immediately prior to the opening of issuance, business on the principal domestic stock exchange on which the Common Stock is then listed or tradedapplicable Conversion Date. The Company will take all action as may be necessary person or persons entitled to ensure that all receive the shares of Common Stock issuable upon such conversion shall be treated as the beneficial owner of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the such shares of Common Stock are listed or traded. (iv) Issuances at the opening of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock business on the applicable Conversion Date. (viiii) The Company shall procure that each share No fractional shares of Common Stock shall be issued as a result of upon any conversion of Series A Preferred Stock the Note pursuant to this Section 3. In lieu of fractional shares, the Issuer shall be accompanied pay cash equal to such fraction multiplied by any rights associated generally with each other share the Closing Price of the Common Stock outstanding as of on the applicable Conversion Date. (iv) Upon conversion pursuant to this Section 3 or Section 5, the Holder shall not receive any separate cash payment for accrued and unpaid Interest except as set forth in Section 3(a).

Mechanics of Conversion. Upon the date of consummation of a Qualified Public Offering (i) On the “Conversion Date: (A”), the outstanding Series B Preferred Units shall be converted into the property referred to in subparagraph 4(b) automatically without any action by the Company or the holders of such Units and whether or not the certificates representing such Units are surrendered to the Company or its transfer agent for the Series B Preferred Units; provided that the Company shall not be obligated to issue to any holder certificates representing the Common Units issuable upon such conversion unless certificates representing the Series B Preferred Units, endorsed directly or through unit powers to the Company or in blank and accompanied with appropriate evidence of the signatory’s authority, are delivered to the Company or any transfer agent of the Company for the Series B Preferred Units. If the certificate representing Common Units issuable upon conversion of the Series B Preferred Units is to be issued in a name other than the name on the face of the certificate representing such Series B Preferred Units, such certificate shall be accompanied by such evidence of the assignment and such evidence of the signatory’s authority with respect thereto as deemed appropriate by the Company or its transfer agent for the Series B Preferred Units and such certificate shall be in proper form for transfer and endorsed directly or through unit powers to the Person in whose name the Common Units are to be issued or names to the Company or in blank. Conversion shall be deemed to have been effected on the date of consummation of the Qualified Public Offering. Subject to the provisions of subparagraph 4(e)(vi), as promptly as practicable after the Conversion Date (and after surrender of the certificate or certificates representing the Series B Preferred Units to the Company or any transfer agent of the Company for the Series B Preferred Units in the case of any such conversion), the Company shall issue and deliver to or upon the written order of such holder a certificate or certificates for shares the number of full Common Stock shall Units to which such holder is entitled upon such conversion, rounded to the nearest whole Common Unit. The Person in whose name the certificate or certificates for Common Units are to be issuable upon conversion issued shall be deemed to have become the a holder of record of the shares of such Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business Units on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On the Conversion Date: In order for a Holder to voluntarily convert all of such ▇▇▇▇▇▇’s shares of Series B Preferred Stock into shares of Common Stock, such Holder shall (A) provide written notice to the Person in whose name Company’s transfer agent at the office of the transfer agent for the Series B Preferred Stock (or names any at the principal office of the Company if the Company serves as its own transfer agent) that such Holder elects to convert all of such Holder’s shares of Series B Preferred Stock and (B), if such Holder’s shares are certificated, surrender the certificate or certificates for such shares of Common Series B Preferred Stock (or, if such registered Holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Preferred Stock (or at the principal office of the Company if the Company serves as its own transfer agent). Such notice shall be issuable upon state such ▇▇▇▇▇▇’s name. If required by the Company, any certificates surrendered for conversion shall be deemed endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to have become the holder of record of Company, duly executed by the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the registered holder or taxes his, her or its attorney duly authorized in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at writing. Unless a later time and date is otherwise specified by the Company, the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive receipt by the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable transfer agent (or by the Company on if the Company serves as its own transfer agent) of such shares notice and, if applicable, certificates (or lost certificate affidavit and agreement) shall be the time of Series A Preferred Stock if and when paidconversion (the “Conversion Time”), and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (specified shares shall be deemed to be outstanding of record as if all shares of Series A Preferred Stock are so convertible)such date. The Company will procureshall, at its sole expenseas soon as practicable after the Conversion Time issue and deliver to such Holder, (y) a certificate or certificates for the listing number of all full shares of Common Stock issuable upon such conversion of Series A Preferred Stock, subject to issuance in accordance with the provisions hereof or (z) a notice of issuanceissuance of uncertificated shares and may, on upon written request, issue and deliver a certificate for the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all number of full shares of Common Stock issuable upon such conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection accordance with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Dateprovisions hereof. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion of a share of Preferred Stock hereunder shall equal the Stated Value on the Conversion Date of such share of Preferred Stock to be converted, divided by the Conversion Price in effect on the Conversion Date. (b) Upon conversion of any Preferred Stock, the Company shall promptly (but in no event later than four Trading Days after the Conversion Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (i) On a certificate for the Conversion Date: (A) the Person in whose name or names any certificate or certificates for shares of Common Stock shall be Underlying Shares issuable upon conversion such conversion, free of restrictive legends unless a registration statement covering the resale of the Underlying Shares and naming the Holder as a selling stockholder thereunder is not then effective and such Underlying Shares are not then freely transferable without volume restrictions pursuant to Rule 144 under the Securities Act, and (ii) a bank check in the amount of all accrued and unpaid dividends on the Preferred Stock so converted (if the Company has elected or is required to pay such accrued dividends in cash). Within three Trading Days after receipt thereof, the Holder will deliver the original certificate(s) evidencing the Preferred Stock so converted to the Company, unless the Holder is awaiting receipt of a new certificate evidencing such shares from the Company pursuant to another provision hereof. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion Underlying Shares as of the Series A Preferred Stock willConversion Date. The Company shall, upon deliveryrequest of the Holder, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens use its best efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith)another established clearing corporation performing similar functions. (iic) Holders of If a Holder is converting less than all shares of Series A Preferred Stock at represented by the close of business on certificate or certificates delivered by such Holder to the record date Company in connection with such conversion, or if such conversion cannot be effected in full for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificatereason, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for shall promptly deliver to such Holder a new certificate representing the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Preferred Stock issuable not converted. (d) The Company's obligations to issue and deliver Underlying Shares upon conversion of the Series A Preferred Stock (as if all shares in accordance with the terms hereof are absolute and unconditional, irrespective of Series A Preferred Stock are so convertible). The Company will procureany action or inaction by any Holder to enforce the same, at its sole expenseany waiver or consent with respect to any provision hereof, the listing recovery of all shares any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by any Holder or any other Person of Common Stock issuable upon conversion of Series A Preferred Stock, subject any obligation to issuance the Company or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed any violation or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without alleged violation of law by any applicable law Holder or regulation or any other Person, and irrespective of any requirement of any securities exchange on other circumstance which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion might otherwise limit such obligation of the Series A Preferred Stock shall be made without charge Company to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes Holder in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of connection with the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidUnderlying Shares. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On the Conversion Date: (A) the Person in whose name or names any certificate or certificates for No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Stock shall be entitled to convert the same into full shares of Common Stock, and [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. to receive certificates therefor, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that on the date of an Automatic Conversion Event, the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided further, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such Automatic Conversion Event unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder. The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which such surrender of the shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be converted, and the person or persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Common Stock on a dividend payment issuable upon such conversion shall be treated for all purposes as the record date whose shares holder or holders of Series A Preferred Stock have been converted pursuant to Section 7(a) into such shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Companydate; provided, however, that if the Company conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of the Preferred Stock shall not be required deemed to pay any tax which may be payable in respect of any transfer involved in have converted such Preferred Stock until immediately prior to the issuance or delivery of shares of Common Stock in a name other than that closing of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect sale of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Datesecurities. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On In order for a holder of Series B Preferred Stock to convert shares of Series B Preferred Stock into shares of Common Stock, such holder shall deliver to the office of the transfer agent for the Series B Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent) a written notice (the “Conversion Date: (ANotice”) that such holder elects to convert all or any number of the Person in whose shares of the Series B Preferred Stock represented by such certificate or certificates. The Conversion Notice shall state such holder’s name or the names any of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. The date specified by the holder in the notice shall be the conversion date or, if no date is specified in the Conversion Notice, the conversion date shall be the date the Conversion Notice is delivered to the Corporation (such date, as determined in accordance with the notice provisions hereof, the “Conversion Date”). On or before the Conversion Date, the holders shall surrender a certificate or certificates for the shares to be converted (or an affidavit of loss and indemnity agreement relating thereto) to the office of the transfer agent for the Series B Preferred (or at the principal office of the Corporation if the Corporation serves as its own transfer agent). If required by the Corporation, certificates surrendered for conversion shall be accompanied by a written instrument evidencing such holder’s desire to convert a specified number of shares of Series B Preferred Stock, duly executed by the registered holder or such holder’s attorney duly authorized in writing. Upon surrender of a certificate following one or more partial conversions, the Corporation shall promptly deliver to such holder a new certificate representing the remaining shares of Series B Preferred Stock. Upon conversion of any Series B Preferred Stock, the Corporation shall promptly (but in no event later than three (3) days after the Conversion Date) issue or cause to be issued and cause to be delivered to, or upon the written order of, such holder (or former holder, as the case may be) of Series B Preferred Stock and in such name or names as such holder may designate, a certificate for the shares of Common Stock issuable upon such conversion, free of restrictive legends unless such shares of Common Stock are not then freely transferable without volume restrictions pursuant to Rule 144(k) under the Securities Act. The shares of Common Stock issuable upon conversion of the shares represented by the certificate or certificates delivered to the Corporation shall be deemed to be outstanding as of the Conversion Date. Such holder, or any person so designated by such holder to receive such shares of Common Stock, shall be deemed to have become the holder of record of the such shares of Common Stock represented thereby as of the Conversion Date. If and when such shares of Common Stock may be freely transferred pursuant to Rule 144 under the Securities Act or pursuant to an effective registration statement, the Corporation shall use its best efforts to deliver such shares of Common Stock electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions, and shall issue such shares of Common Stock in the same manner as dividend payment shares are issued pursuant to Section 2(b)(iii) above. (ii) The Corporation covenants that it shall at all times when the Series B Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series B Preferred Stock, such number of its duly authorized but unissued and otherwise unreserved shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B Preferred Stock or, if the number of shares of Common Stock so reserved is insufficient, the Corporation shall take any corporation action that is necessary to make available a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock within thirty (30) days after the occurrence of such deficiency. Before taking any action that would cause an adjustment reducing the Conversion Price below the then par value of the Common Stock, the Corporation shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such timeadjusted Conversion Price. (iii) Upon any such conversion, and (B) the shares of Common Stock issued upon conversion of such shares of Series A B Preferred Stock so converted shall not be deemed Additional Shares of Common Stock (as defined below) and no adjustment to the Conversion Price shall be made for any accumulated but unpaid dividends on the Series B Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion. (iv) All shares of Series B Preferred Stock that shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding, outstanding and all rights of a holder with respect to such shares shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate on the Conversion Date, except for the right of the holders thereof to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock willand cash, upon deliveryif any, be duly in accordance with Sections 5(b) and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii5(c) Holders of above. Any shares of Series A B Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof so converted shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date retired and prior to such dividend payment date, canceled and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paidshall not be reissued, and the converting holder Corporation (without the need not include payment of for action by the amount of such dividend upon conversion of shares holders of Series A B Preferred Stock pursuant or any other stockholders) may from time to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will time take all such appropriate action as may be necessary to ensure that all reduce the authorized number of shares of Common Stock issuable upon conversion of Series A B Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or tradedaccordingly. (ivv) Issuances The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of certificates for any issuance or delivery of shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A B Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses pursuant to this Section 5. The Corporation shall be paid by the Company; providednot, however, that the Company shall not be required to pay any tax which that may be payable in respect of any transfer involved in the issuance or and delivery of shares of Common Stock in a name other than that in which the shares of the transferee of the Series A B Preferred Stock that is to receive Common Stock pursuant to Section 7(a)so converted were registered, and no such issuance or delivery need shall be made unless and until the Person person or entity requesting such issuance or delivery has paid to the Company Corporation the amount of any such tax or has established, to the reasonable satisfaction of the CompanyCorporation, that such tax has been, or will timely be, been paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. Prior to such date of conversion, the Company shall send all Holders written notice. Such notice will contain the time (i“Mandatory Conversion Time”) On and the place designated for mandatory conversion of all such shares of Series B Preferred Stock pursuant to this Section 6(a). Such notice will be sent at least 7 days in advance of the Mandatory Conversion Date: Time. Upon receipt of such notice, each Holder that holds shares of Series B Preferred Stock in certificated form shall surrender his, her or its certificate or certificates for all such shares (Aor, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate) to the Person Company at the place designated in whose name such notice. If so required by the Company, any certificates surrendered for conversion shall be endorsed or names accompanied by written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the Holder or by his, her or its attorney duly authorized in writing. All rights with respect to the Series B Preferred Stock converted pursuant to this Section 6(a) will terminate at the Mandatory Conversion Time (notwithstanding the failure of the holder or holders thereof to surrender any certificates at or prior to such time), except only the rights of the Holders thereof, upon surrender of any certificate or certificates for shares of Common Stock shall be issuable upon conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such timeHolders (or lost certificate affidavit and agreement) therefor, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to items provided for in the next sentence of this Section 76(a)(ii). All shares of Common Stock delivered upon conversion of As soon as practicable after the Series A Preferred Stock willMandatory Conversion Time and, upon deliveryif applicable, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect surrender of any transfer occurring contemporaneously therewith). certificate or certificates (iior lost certificate affidavit and agreement) Holders of shares of for Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A B Preferred Stock, the aggregate Company shall issue and deliver to such Holder, (A) a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof or (B) a notice of issuance of uncertificated shares and may, upon written request, issue and deliver a certificate for the Series A Preferred Stock (as if all shares number of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all full shares of Common Stock issuable upon such conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection accordance with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Dateprovisions hereof. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On the Conversion Date: (A) the Person in whose name or names any certificate or certificates for No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board. Whether or not fractional shares would be issuable upon such conversion shall be deemed to have become determined on the holder of record basis of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders total number of shares of Series A Preferred Stock that the holder is holding and converting into Common Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount time of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion such conversion. Before any holder of Preferred Stock shall be entitled to convert the same into full shares of Common Stock, and to receive certificates therefor, such holder shall either (i) surrender the certificate or certificates therefor, duly endorsed, at the office of the Series A Corporation or of any transfer agent for such shares of Preferred Stock or (as if all ii) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Corporation at such office that such holder elects to convert the same; provided, however, that on the date of an Automatic Conversion Event, such outstanding shares of Series A Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are so convertible). The Company will procuresurrendered to the Corporation or its transfer agent; provided further, at its sole expensehowever, that the listing of all Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on such Automatic Conversion Event unless either the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which such conversion, notwithstanding that the certificates representing such shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of or that the certificates evidencing such shares of Common Stock shall not then be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal actually delivered to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Dateholder. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On Promptly after the Conversion Date: Date (and in any event within three (3) Business Days), the Corporation shall (A) issue and deliver to such holder the Person number of Class A Shares to which such holder is entitled in whose name or names exchange for the certificates formerly representing Series 6 Preferred Shares and (B) pay to such holder, to the extent of funds legally available therefor, all declared and unpaid Dividends on the Series 6 Preferred Shares that are being converted into Class A Shares; provided, that any certificate or certificates for shares accrued and unpaid Dividends not paid to such holder pursuant to the foregoing clause (B) shall, subject to SECTION 6(b), be converted into a number of Common Stock shall be issuable upon duly authorized, validly issued, fully paid and nonassessable Class A Shares equal to the number determined by dividing (x) the aggregate amount of such accrued and unpaid Dividends on the Series 6 Preferred Shares that are being converted by (y) the then current Conversion Price. Such conversion shall will be deemed to have become been made on the Conversion Date, and the person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares on such Conversion Date. In case fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted shares without cost to the holder of record thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificates for Class A Shares or Series 6 Preferred Shares are issued in a name other than the name of the shares converting holder. The Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Common Stock represented thereby at Class A Shares upon conversion or due upon the issuance of a new certificate for any Series 6 Preferred Shares not converted other than any such timetax due because Class A Shares or a certificate for Series 6 Preferred Shares are issued in a name other than the name of the converting holder. (ii) From and after the Conversion Date, and (B) the shares of Series A 6 Preferred Stock so Shares to be converted shall on such Conversion Date will no longer be deemed to be outstanding, and all rights of the holder thereof as a holder with respect to such shares shall immediately terminate of Series 6 Preferred Shares (except the right to receive from the Common Stock Corporation the Class A Shares upon conversion, together with the right to receive any accrued and unpaid Dividends thereon) shall cease and terminate with respect to such shares; provided, that in the event that a Series 6 Preferred Share is not converted, such Series 6 Preferred Share will remain outstanding and will be entitled to all of the rights as provided herein. (iii) If the conversion is in connection with any sale, transfer or other amounts payable pursuant to this Section 7. All shares disposition of Common Stock delivered the Class A Shares issuable upon conversion of the Series 6 Preferred Shares, the conversion may, at the option of any holder tendering any Series 6 Preferred Share for conversion, be conditioned upon the closing of the sale, transfer or the disposition of Class A Shares issuable upon conversion of Series 6 Preferred Stock Shares with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such Series 6 Preferred Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (iv) All Class A Shares issued upon conversion of the Series 6 Preferred Shares will, upon deliveryissuance by the Corporation, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On Before any holder of Series A Preferred Stock shall be entitled to convert the Conversion Date: (A) same into full shares of Class A Common Stock, the Person in whose holder shall surrender the certificate or certificates therefor, duly endorsed for transfer, at the office of the Corporation or any transfer agent of the Corporation and shall give written notice to the Corporation at such office that such holder elects to convert the same, such notice to state the name or names and addresses to which certificates for Class A Common Stock will be issued. No fractional shares of Class A Common Stock shall be issued upon conversion of Series A Preferred Stock. In lieu of any fractional shares to which the bolder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of Class A Common Stock as determined by the Board of Directors in good faith. The Corporation shall, as soon as practicable thereafter, issue and deliver to such holder of Series A Preferred Stock, or to a third party such holder may designate in writing, a certificate or certificates for the number of shares of Class A Common Stock to which such holder shall be issuable upon conversion shall be deemed entitled as aforesaid and a check payable to have become the holder in the amount of record any cash amounts payable as the result of conversion into fractional shares of Class A Common Stock, plus unpaid dividends, if any, and if less than all the shares of Common the Series A Preferred Stock represented thereby at by such timecertificates are converted, and (B) a certificate representing the shares of Series A Preferred Stock not so converted converted. Such conversion shall no longer be deemed to be outstanding, and all rights have been made immediately prior to the close of a holder with respect to business on the date of such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion surrender of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Class A Common stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock on such date. If the conversion is in connection with an IPO, the conversion may, at the close option of business on the record date for any payment of a dividend in which shares of holder surrendering Series A Preferred Stock are to participate for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to Section 3 hereof shall be such offering, in which event the person(s) entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series Class A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock or other property issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon such conversion of the Series A Preferred Stock shall not be made without charge deemed to have converted such Series A Preferred until immediately prior to the closing of such sale of securities. Notice of such conversion in connection with an IPO shall be given by the Corporation by mail, postage pre-paid, to the holders of the Series A Preferred Stock, at their addresses shown in the Corporation’s records, at least ten (10) days prior to the closing date of the sale of such securities. On or after the closing date as specified in such notice, each holder of Series A Preferred Stock shall surrender such holder’s certificate or certificates representing such shares of Series A Preferred Stock for the number of shares of Class A Common Stock to which such holder is entitled at the office of the Corporation or any of its transferees transfer agent for any the Class A Common Stock. The Corporation shall, as soon as practicable thereafter, issue or transfer tax (other than taxes in respect of any transfer and deliver at such office to such holder of Series A Preferred Stock occurring contemporaneously therewith) a certificate or other incidental expense in respect of certificates for the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery number of shares of Class A Common Stock to which such holder shall be entitled as aforesaid, and a check payable to the holder in the amount of any cash amounts payable as the result of a name other than that conversion into fractional shares of Class A Common Stock and any declared but unpaid dividends. The conversion shall be deemed to have occurred as of the transferee close of business on the actual closing date with respect to the sale of such securities, and, notwithstanding that any certificate representing the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a)be converted shall not have been surrendered, and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect each holder of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion shares of Series A Preferred Stock shall thereafter be accompanied by any rights associated generally with each other share treated for all purposes as the record holder of the number of shares of Class A Common Stock outstanding as of the applicable Conversion Dateissuable to such holder upon such conversion.

Mechanics of Conversion. (ia) On the Conversion Date: (A) the Person in whose name or names any certificate or certificates for shares The number of Common Stock shall be Underlying Shares issuable upon conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From hereunder shall equal the date Stated Value of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all such shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, to be converted divided by the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, Conversion Price on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or tradedConversion Date. (ivb) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the Upon conversion of any shares of Series A Preferred Stock, the Corporation shall promptly (but in no fractions event later than three (3) Trading Days after the Conversion Date) issue or cause to be issued and cause to be delivered to the Holder, or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the Underlying Shares issuable upon such conversion, free of restrictive legends unless such Underlying Shares are still required to bear a restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If the shares are then not required to bear a restrictive legend, the Corporation shall, upon request of the Holder, deliver Underlying Shares hereunder electronically through The Depository Trust Corporation or another established clearing corporation performing similar functions, and shall credit the number of shares of Common Stock to which the Holder shall be issued, but in lieu thereof entitled to the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion DateHolder's or its designee's balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission System. (vic) A Holder shall deliver the original certificate(s) evidencing the Series A Preferred Stock being converted (or an affidavit of lost certificate and any indemnity or bond required by the Corporation's transfer agent) together with a duly completed Conversion Notice in proper form in order to effect a conversion of such Series A Preferred Stock. Upon surrender of a certificate following one or more partial conversions, the Corporation shall promptly deliver to the Holder a new certificate representing the remaining shares of Series A Preferred Stock. (d) The Company shall procure that each share of Common Stock issued as a result of Corporation's obligations to issue and deliver Underlying Shares upon conversion of Series A Preferred Stock shall be accompanied in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by any rights associated generally Holder to enforce the same, any waiver or consent with each respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by any Holder or any other share Person of Common Stock outstanding as any obligation to the Corporation or any violation or alleged violation of law by any Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the applicable Conversion DateCorporation to any Holder in connection with the issuance of such Underlying Shares.

Mechanics of Conversion. (i) On In order for a holder of Series B Preferred Stock to convert shares of Series B Preferred Stock into shares of Common Stock, such holder shall surrender the Conversion Date: certificate or certificates for such shares of Series B Preferred Stock, at the office of the transfer agent for the Series B Preferred Stock (A) or at the Person in whose principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Series B Preferred Stock represented by such certificate or certificates. Such notice shall state such holder's name or the names any of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock shall to be issuable upon issued. If required by the Corporation, certificates surrendered for conversion shall be deemed endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to have become the Corporation, duly executed by the registered holder or his or its attorney duly authorized in writing. The date of receipt of such certificates and notice by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) shall be the conversion date ("Conversion Date"). The Corporation shall, as soon as practicable after the Conversion Date, issue and deliver at such office to such holder of record Series B Preferred Stock, or to his or its nominees, a certificate or certificates for the number of the shares of Common Stock represented thereby at to which such timeholder shall be entitled, and (B) the shares together with cash in lieu of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights any fraction of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith)share. (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof The Corporation shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times when the Series B Preferred Stock shall be outstanding, reserve and keep available, free from preemptive rights, available out of its authorized but unissued Common Stockstock, solely for the purpose of effecting conversions the conversion of the Series A B Preferred Stock, the aggregate such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B Preferred Stock. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series A B Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expenseStock, the listing Corporation will take any corporate action which may, in the opinion of all its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock issuable upon conversion of Series A Preferred Stockat such adjusted Conversion Price. Continuation Sheet 2E (iii) Upon any such conversion, subject no adjustment to issuance or notice of issuance, the Conversion Price shall be made for any accrued but unpaid dividends on the principal domestic stock exchange Series B Preferred Stock surrendered for conversion or on which the Common Stock is then listed or tradeddelivered upon conversion. (iv) All shares of Series B Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate on the Conversion Date, except only the right of the holders thereof to receive shares of Common Stock in exchange there for and payment of any dividends accrued but unpaid thereon. The Company will Any shares of Series B Preferred Stock so converted shall be retired and canceled and shall not be reissued, and the Corporation (without the need for stockholder action) may from time to time take all such appropriate action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of reduce the authorized Series A B Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or tradedaccordingly. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. A Holder may exercise the right to convert this Note by delivering to the Company, at the address set forth in the preamble above, the following: a Note accompanied by a duly executed Notice of Conversion (iin the form annexed hereto) On for the Conversion Date: (A) shares of Common Stock being acquired. Upon such deliveries, the Person in whose name or names any Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock acquired thereby. The conversion rights represented by each Note are exercisable at the option of the Holder thereof, in whole or in part. Notes may be converted to purchase all or part of the shares of Common Stock. In the case of the conversion of less than the principal amount of the Note, the Borrower shall cancel said Note upon the surrender thereof and shall execute and deliver a new Note of like tenor for the balance of the principal amount thereunder. Each date on which a Note with a completed Notice of Conversion is delivered by Holder to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Common Stock issuable upon such conversion shall be deemed to have become been issued on the Conversion Date. As soon as practicable after the Conversion Date and in any event within five (5) business days thereafter, the Borrower at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder, or as such Holder (upon payment by such holder of record any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into nonassessable shares of Common Stock to which such Holder shall be entitled on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paidconversion, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procureplus, at its sole expensethe Borrower's election, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation in lieu of any applicable law or regulation or of any requirement of any securities exchange on fractional share to which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall such holder would otherwise be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificatesentitled, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest fraction multiplied by the Fair then Market Value per Price of one full share of Common Stock on the applicable Conversion Dateor an additional share, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such conversion. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (ia) On The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Note to be converted, divided by the Conversion Price on the Conversion Date: , plus (Aif indicated in the applicable Conversion Notice or the Borrower Conversion Notice) the Person amount of any accrued but unpaid interest on this Note through the Conversion Date, divided by the Conversion Price on the Conversion Date. (b) The Borrower shall promptly following each Conversion Date (but in whose no event later than three Trading Days after such Conversion Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Lender and in such name or names any as the Lender may designate a certificate or certificates for shares of Common Stock shall be the Underlying Shares issuable upon conversion such conversion, free of restrictive legends. The Lender, or any Person so designated by the Lender to receive Underlying Shares, shall be deemed to have become the holder of record of such Underlying Shares as of such Conversion Date. The Borrower shall, upon request of the Lender, use its best efforts to deliver Underlying Shares hereunder electronically (via a DWAC) through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) The Lender shall not be required to deliver the original Note in order to effect a conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the Note and issuance of a New Note representing the remaining outstanding principal amount. (d) The Borrower's obligations to issue and deliver Underlying Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Lender to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Lender or any other Person of any obligation to the Borrower or any violation or alleged violation of law by the Lender or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Lender in connection with the issuance of such Underlying Shares. (e) If by the third Trading Day after a Conversion Date or the Borrower Conversion Date the Borrower fails to deliver to the Lender such Underlying Shares in such amounts and in the manner required pursuant to Section 5, then the Lender will have the right to rescind the Conversion Notice or the Borrower Conversion Notice pertaining thereto by giving written notice to the Borrower prior to such ▇▇▇▇▇▇'s receipt of such Underlying Shares. (f) If by the third Trading Day after a Conversion Date or the Borrower Conversion Date the Borrower fails to deliver to the Lender the required number of Underlying Shares in the manner required pursuant to Section 5, and if after such third Trading Day and prior to the receipt of such Underlying Shares, the Lender purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Lender of the Underlying Shares which the Lender anticipated receiving upon such conversion (a "BUY-IN"), then the Borrower shall: (1) pay in cash to the Lender (in addition to any other remedies available to or elected by the Lender) the amount by which (x) the Lender's total purchase price (including brokerage commissions, if any) for the shares of Common Stock represented thereby so purchased exceeds (y) the amount obtained by multiplying (A) the number of Underlying Shares that the Borrower was required to deliver to the Lender in connection with the exercise at such time, and issue by (B) the shares Closing Price at the time of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect the obligation giving rise to such shares shall immediately terminate except purchase obligation and (2) at the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion option of the Series A Preferred Stock willLender, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding either void the conversion thereof following such dividend payment record date at issue and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive reinstate the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the principal amount of Notes (plus accrued interest therein) for which such dividend upon conversion of shares of Series A Preferred Stock pursuant was not timely honored or deliver to Section 7(a). (iii) From the date of this Certificate, Lender the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has would have been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On Except in the Conversion Date: (A) case of an automatic conversion, before any holder of Series A Preferred shall be entitled to convert the Person in whose same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series A Preferred and shall give written notice to the Corporation at its principal corporate office of the election to convert the same and shall state therein the name or names any in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be issuable upon entitled. Such conversion shall be deemed to have become been made immediately prior to the holder close of record business on the date of such surrender of the shares to be converted, and the person or persons entitled to receive the shares of Common Stock represented thereby at issuable upon such timeconversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. The automatic conversion of shares of Series A Preferred pursuant to subsection 2(b) shall be deemed to be effective upon the happening of the event upon which such automatic conversion is contingent, and (B) whether or not the holder thereof has surrendered the certificate therefor and, upon such automatic conversion, the shares of Series A Preferred Stock so converted shall no longer be deemed cease to be outstanding, outstanding and all rights of a holder with respect to such shares the holders thereof shall immediately terminate except the right be entitled only to receive certificates evidencing the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered issued upon such conversion against delivery of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of certificates evidencing such shares of Series A Preferred Stock at Preferred. The Corporation shall give written notice of any automatic conversion resulting from the close happening of business on the record date for any payment of a dividend in which shares an Automatic Conversion Event to all holders of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive within five (5) business days of the dividend payable on such shares on occurrence of either: (i) the corresponding dividend payment date notwithstanding consummation of the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a Automatic Conversion Event or (ii) the receipt of knowledge by any officer of the Corporation of the consummation of an Automatic Conversion Event. Each holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock which have been automatically converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive as provided herein shall surrender the dividend payable by the Company on certificate or certificates evidencing such shares of Series A Preferred Stock if and when paidPreferred, and duly endorsed, at the converting holder need not include payment office of the amount Corporation or of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely any transfer agent for the purpose of effecting conversions of the Series A Preferred Stockand the person or persons entitled to receive shares of Common Stock issuable upon such automatic conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of the date such certificate or certificates are so surrendered. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder, or to the aggregate nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock such holder shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidentitled. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On In order for a holder of Series BB Preferred Stock to convert shares of Series BB Preferred Stock into shares of Common Stock, such holder shall surrender the Conversion Date: (A) the Person in whose name or names any certificate or certificates for such shares of Series BB Preferred Stock, at the office of the transfer agent for the Series BB Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of Series BB Preferred Stock represented by such certificate or certificates. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his or its attorney duly authorized in writing. The date of receipt of such certificates and notice by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) shall be the conversion date (the “Series BB Conversion Date”). The Corporation shall, as soon as practicable after the Series BB Conversion Date, issue and deliver at such office to such holder of Series BB Preferred Stock a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled. As of the Series BB Conversion Date, the person entitled to receive certificates of Common Stock shall be issuable upon conversion shall be deemed to have become regarded for all corporate purposes as the holder of record the number of the shares of Common Stock represented thereby to which he or it is entitled upon the conversion. (ii) The Corporation shall, at all times when the Series BB Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series BB Preferred Stock, such time, and number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series BB Preferred Stock. (Biii) the All shares of Series A BB Preferred Stock so converted which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding, outstanding and all rights of a holder with respect to such shares shares, shall immediately cease and terminate on the Series BB Conversion Date, except only the right of the holders thereof to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of exchange therefor. Any shares of Series A BB Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof so converted shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date retired and prior to such dividend payment date, canceled and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paidshall not be reissued, and the converting holder need not include payment of the amount of Corporation may from time to time take such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all appropriate action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of reduce the authorized Series A BB Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or tradedaccordingly. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. The conversion rights of holders of shares of Series A Preferred Stock shall be exercised by giving written notice that the holder elects to convert a stated number of shares of Series A Preferred Stock into Class A Common Stock to the corporation at its principal office (i) On or such other office or agency of the Conversion Date: (A) corporation as the Person corporation may designate by notice in whose name or names writing to the holders of shares of Series A Preferred Stock). Before any holder of shares of Series A Preferred Stock shall be entitled to convert the same into shares of Class A Common Stock and to receive certificates therefor, the holder shall surrender the certificate or certificates for shares of Common Stock shall be issuable upon conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) representing the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstandingconverted, duly endorsed, at the principal office of the corporation (or such other office or agency of the corporation as the corporation may designate by notice in writing to the holders of Series A Preferred Stock) (or shall notify the corporation that such certificate has been lost, stolen or destroyed and shall execute an agreement satisfactory to the corporation to indemnify the corporation for any loss it may incur in connection with such lost, stolen or destroyed certificate), and all rights shall give written notice to the corporation at such office specifying the name or names in which such holder wishes the certificate or certificates for shares of a holder with respect to such shares shall immediately terminate except the right to receive the Class A Common Stock to be issued if different from the name of such holder shown on the books and other amounts payable pursuant to this Section 7records of the corporation. All No fractional shares of Class A Common Stock delivered shall be issued upon conversion of the shares of Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon Stock. In lieu of any fractional share to which the holder would otherwise be entitled, the corporation may, in its sole discretion, elect to pay a cash amount equal to such fraction multiplied by the then effective Conversion Price. The corporation shall, as soon as practicable after delivery of such certificate or taxes certificates, or such agreement and indemnification in respect the case of any transfer occurring contemporaneously therewith). (ii) Holders lost, stolen or destroyed certificate or certificates, issue and deliver to such holder of shares of Series A Preferred Stock at a certificate or certificates for the number of shares of Class A Common Stock to which such holder shall be entitled as aforesaid, and, if the corporation elects not to issue fractional shares, a check payable to the holder in the amount of any cash amounts payable in lieu of a fractional share of Class A Common Stock resulting from the conversion. Such conversion shall be deemed to have been made immediately prior to the close of business (the "Conversion Date") on the record date for any payment of a dividend in which surrender of the certificate or certificates representing the shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be converted, and the person or persons entitled to receive the dividend payable certificate or certificates for the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date date. The corporation shall not be obligated to pay any dividends which shall have been declared and prior shall be payable to such dividend payment date, and a holder holders of shares of Series A Preferred Stock on a dividend payment date if the dividend record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on for such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge subsequent to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. To convert shares of 8% Preferred into shares of Common Stock, the holder shall give written notice to the Corporation (iwhich notice may be given by telefacsimile transmission) On that such holder elects to convert the Conversion Date: (A) shares and shall state therein date of the Person in whose conversion, the number of shares to be converted and the name or names any in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. Promptly thereafter, the holder shall surrender the certificate or certificates representing the shares of 8% Preferred to be converted, duly endorsed, at the office of the Corporation or of any transfer agent for such shares, or at such other place designated by the Corporation; provided, that the holder shall not be required to deliver all certificates representing such shares if the holder is waiting to receive all or part of the certificates from the Corporation. The Corporation shall, immediately upon receipt of such notice, issue and deliver to or upon the order of such holder, against delivery of the certificates representing the shares which have been converted, a certificate or certificates for the number of shares of Common Stock to which such holder shall be issuable upon entitled and such certificate or certificates shall not bear any restrictive legend; provided (A) the Common Stock evidenced thereby are sold pursuant to an effective registration statement under the Act, (B) the holder provides the Corporation with an opinion of counsel reasonably acceptable to the Corporation to the effect that a public sale of such shares may be made without registration under the Act, or (C) such holder provides the Corporation with reasonable assurance that such shares can be sold free of any limitations imposed by Rule 144, promulgated under the Act. The Corporation shall cause such issuance to be effected as soon as possible days and shall cause the transmission of the certificates by messenger or overnight delivery service to reach the address designated by such holder within three (3) business days after the receipt of such notice. Absent any circumstances substantially beyond the control of the Corporation, the Corporation shall immediately pay such holder in cash or by wire transfer in immediately available funds $500 per day as liquidated damages for each day such shares have not been delivered to the holder after the end of such three (3) business day period. The notice of conversion may be given by a holder via telefacsimile at any time during the day up to 5:00 p.m. New York, New York time and such conversion shall be deemed to have become been made on the holder of record of date that such notice is transmitted to the Corporation. The person or persons entitled to receive the shares of Common Stock represented thereby at issuable upon such time, and (B) conversion shall be treated for all purposes as the shares record holder or holders of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. a. The Holder may exercise the conversion right specified in Section 1(a)(i) by giving written notice to the Corporation at any time, that the Holder elects to convert a stated number of shares of the Series B Preferred Stock into a stated number of shares of Common Stock, and, subject to Section 1(a)(iv)b below, by surrendering the certificate or certificates representing the Series B Preferred Stock to be converted of a Lost Certificate Affidavit (ias defined below) On therefor, duly endorsed to the Conversion Date: Corporation or in blank, to the Corporation at its principal office (Aor at such other office as the Corporation may designate by written notice, postage prepaid, to all Holders) at any time during its usual business hours, together with a statement of the Person name or names (with addresses) of the person or persons in whose name or names any the certificate or certificates for shares of Common Stock shall be issuable upon issued. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which surrender of the shares of Series A B Preferred Stock are to participate pursuant to Section 3 hereof shall be converted, and the person or persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Common Stock on a dividend payment issuable upon such conversion shall be treated for all purposes as the record date whose shares holder or holders of Series A Preferred Stock have been converted pursuant to Section 7(a) into such shares of Common Stock on such dividend payment date. b. On the date will receive of an Automatic Conversion Event, the dividend payable by the Company on such outstanding shares of Series A B Preferred Stock if and when paid, and shall be converted automatically without any further action by the converting holder need not include payment of the amount holders of such dividend upon conversion of shares of Series A Preferred Stock pursuant and whether or not the certificates representing such shares are surrendered to Section 7(a). (iii) From the date of this CertificateCorporation or its transfer agent; provided further, however, that the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for Corporation shall not be obligated to issue certificates evidencing the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of such Automatic Conversion Event unless either the Series A Preferred Stock (as if all certificates evidencing such shares of Series A B Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge delivered to the Corporation or its transfer agent as provided above, or the holder of shares of Series A Preferred Stock notifies the Corporation or any of its transferees for any issue transfer agent that such certificates have been lost, stolen or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes destroyed and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid executes an agreement satisfactory to the Company Corporation to indemnify the amount of Corporation from any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In loss incurred by it in connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. certificates (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.“

Mechanics of Conversion. (i) On As soon as practicable after the Conversion Date: (A) , the Person in whose name or names any Company shall promptly issue and deliver to such holder a certificate or certificates for the number of shares of Common Stock shall be issuable upon to which such holder is entitled, together with a check or cash for payment in lieu of a fractional share, if any. Such conversion shall will be deemed to have become been made on the holder of record of Conversion Date, and the person entitled to receive the shares of Common Stock represented thereby at issuable upon such timeconversion shall be treated for all purposes as the record holder of such shares of Common Stock from and after such Conversion Date. Notwithstanding the foregoing, if the Transfer Agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, and so long as the certificates therefore do not bear a legend, and the holder thereof is not then required to return such certificate for the placement of a legend thereon, the Company shall cause the Transfer Agent to promptly electronically transmit the Common Stock issuable upon conversion to the holder by crediting the account of the holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (B) “DTC Transfer”). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver as provided above to the holder physical certificates representing the Common Stock issuable upon conversion. In case fewer than all the shares of Series A Preferred Stock so converted shall no longer be deemed represented by any such certificate are to be outstandingconverted, and all rights of a new certificate shall be issued representing the unconverted shares without cost to the holder with respect to such shares shall immediately terminate thereof, except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All for any documentary, stamp or similar issue or transfer tax due because any certificate for shares of Common Stock delivered upon conversion of the or Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (are issued in a name other than liens the name of the converting holder. The Company shall pay any documentary, stamp or charges created by similar issue or imposed transfer tax due on the issue of Common Stock upon conversion or due upon the holder or taxes in respect issuance of a new certificate for any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close not converted other than any such tax due because shares of business on the record date Common Stock or a certificate for any payment of a dividend in which shares of Series A Preferred Stock are issued in a name other than the name of the converting holder. (ii) Not later than three (3) Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to participate be delivered (by DTC Transfer or otherwise), to the converting holder the number of shares of Common Stock to which such holder is entitled, which shall be free of restrictive legends and trading restrictions (other than those which may then be required by law or by the agreement pursuant to which the holder acquired the Series A Preferred Stock). The Company shall use its best efforts to deliver any shares of Common Stock required to be delivered by the Company under this Section 3 hereof 5 electronically through DTC or another established clearing company performing similar functions. (iii) If such certificate or certificates are not delivered to or as directed by the applicable holder by the Share Delivery Date, the holder shall be entitled to receive elect by written notice to the dividend payable Company at any time on or before its receipt of such shares on certificate or certificates to rescind such conversion, in which event the corresponding dividend payment date notwithstanding Company shall promptly return to the holder any original Series A Preferred Stock certificate delivered to the Company. If such holder receives Common Stock certificates because such certificates were mailed to the holder before the Company received notice of the holder’s rescission, the holder shall promptly return to the Company the Common Stock certificates. (iv) The Company’s obligation to issue and deliver the Common Stock upon conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock in accordance with the terms hereof is absolute and unconditional, irrespective of any action or inaction by a holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such holder or any other person of any obligation to the Company or any violation or alleged violation of law by such holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to such holder in connection with the issuance of such Common Stock; provided, however, that such delivery shall not operate as a waiver by the Company of any such action that the Company may have against such holder. In the event a holder shall elect to convert any or all of its Series A Preferred Stock, the Company may not refuse conversion based on any claim that such holder or any one associated or affiliated with such holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a dividend payment record date whose shares court, on notice to holder, restraining and/or enjoining conversion of all or part of the Series A Preferred Stock of such holder shall have been sought and obtained, and the Company posts a surety bond for the benefit of such holder in the amount of $1.00 per share of Series A Preferred Stock have been converted pursuant that is subject to Section 7(a) into the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such holder to the extent it obtains judgment. In the absence of such injunction, the Company shall issue Common Stock and, if applicable, cash, upon a properly noticed conversion. If as a result of the gross negligence or willful misconduct of the Company or any of its officers, directors, employees or agents, either the Transfer Agent or the Company fails to deliver to a holder such shares of Common Stock pursuant to Section 5(d)(ii) on or before the third Trading Day after the Share Delivery Date applicable to such dividend payment date will receive the dividend payable by conversion, the Company on shall pay to such shares holder, in cash, as liquidated damages and not as a penalty, for each $5,000 of Stated Value of the Series A Preferred Stock if being converted, $50 per Trading Day (increasing to $100 per Trading Day on the third Trading Day and when paidincreasing to $200 per Trading Day on the sixth Trading Day after such damages begin to accrue) for each Trading Day after such second Trading Day after the Share Delivery Date until such shares are delivered or holder rescinds such conversion. Nothing herein shall limit a holder’s right to pursue actual damages for the failure by the Company or the Transfer Agent to deliver Common Stock within the period specified herein and such holder shall have the right to pursue all remedies available to it hereunder, and the converting at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit a holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock from seeking to enforce damages pursuant to any other Section 7(a)hereof or under applicable law. (iiiv) From the date of this Certificate, the The Company will shall at all times reserve and keep available, free from any preemptive rights, out of its authorized but unissued shares of Common Stock, Stock solely for the purpose of effecting conversions the conversion of the Series A Preferred Stock, the aggregate full number of shares of Common Stock deliverable upon the conversion of all outstanding Series A Preferred Stock (assuming for the purposes of this calculation that all outstanding shares of Series A Preferred Stock are held by one holder), and the Company shall take all actions to amend its Certificate of Incorporation to increase the authorized amount of Common Stock if necessary therefor. The Company shall comply with all federal and state laws, rules and regulations (including, without limitation, the registration or approval, if required, of any shares of Common Stock) and applicable rules and regulations of any securities exchange or automated quotation system on which the Common Stock is then listed or quoted. The shares of Common Stock issued upon conversion of the Series A Preferred Stock shall be listed on a National Exchange and shall be freely tradable. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Price. (vi) From and after the Conversion Date, Dividends on the Series A Preferred Stock to be converted on such Conversion Date will cease to accrue; said shares will no longer be deemed to be outstanding; and all rights of the holder thereof as a holder of Series A Preferred Stock (except the right to receive from the Company the Common Stock upon conversion) shall cease and terminate with respect to such shares; provided that in the event that a share of Series A Preferred Stock is not converted due to a default by the Company or because the Company is otherwise unable to issue the requisite shares of Common Stock, such share of Series A Preferred Stock will remain outstanding and will be entitled to all of the rights as if all provided herein. Any shares of Series A Preferred Stock are so convertible). The Company will procurethat have been converted will, at its sole expenseafter such conversion, be deemed cancelled and retired and have the listing status of all shares of Common Stock issuable upon conversion of Series A authorized but unissued Preferred Stock, subject without designation as to issuance series until such shares are once more designated as part of a particular series by the Board. (vii) If the conversion is in connection with any public offering or notice other sale, the conversion may, at the option of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion any holder tendering any share of Series A Preferred Stock will for conversion, be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which conditioned upon the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion closing of the Series A Preferred Stock shall be made without charge to the holder sale of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) with the underwriter or other incidental expense purchaser in respect of the issuance such sale, in which event such conversion of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall not be accompanied by any rights associated generally with each other share deemed to have occurred until immediately prior to the closing of Common Stock outstanding as of the applicable Conversion Datesuch sale.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of Series D Preferred Stock. If upon conversion of shares of Series D Preferred Stock held by a registered holder which are being converted, such registered holder would, but for the provisions of this Section 2(b), receive a fraction of a share of Common Stock thereon, then in lieu of any such fractional share to which such holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price. Before any holder of Series D Preferred Stock shall be entitled to convert the same into full shares of Common Stock, such holder shall surrender the certificate or certificates therefor,duly endorsed, at the office of the Corporation or of any transfer agent for the Series D Preferred Stock, and shall give written notice (ithe "Conversion Notice") On to the Conversion Date: (A) Corporation at such office that such holder elects to convert the Person in whose same and shall state therein such holder's name or the name or names any of its nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. The Corporation shall, as soon as practicable thereafter, but in any event within three business days of the date of its receipt of the original Conversion Notice and the certificate or certificates representing the shares of Series D Preferred Stock to be converted, issue and deliver or cause to be issued and delivered to such holder of Series D Preferred Stock or to its nominee or nominees, a certificate or certificates for the number of shares of Common Stock to which such holder shall be issuable upon entitled, together with cash in lieu of any fraction of a share. Such conversion shall be deemed to have become been made on the holder of record of date that the shares of Common Stock represented thereby at such timeCorporation first receives the Conversion Notice, by telecopier or otherwise, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens person or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all such shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or tradedsuch date. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with Upon the conversion of any shares of Series A D Preferred Stock, no fractions such shares shall be restored to the status of authorized but unissued shares of Common Series D Preferred Stock shall and may be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied reissued by the Fair Market Value per share of Common Stock on the applicable Conversion DateCorporation at any time. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (ia) On The number of Underlying Shares issuable on each Conversion Date as provided in Section 6 shall equal the Conversion Date: and Interest Payment Amount, divided by the Conversion Price on that Conversion Date (Afor each conversion, the “Converted Shares”). (b) Upon each conversion of this Note, the Person Company shall promptly (but in whose name no event later than the second Trading Day following each Conversion Notice) issue or names any cause to be issued and cause to be delivered to or upon the written order of the Holder a certificate or certificates for shares of Common Stock shall be representing the Converted Shares issuable upon conversion such conversion, bearing the following legend, if applicable: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO FINISAR CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. (c) Notwithstanding subsection (b) above, the Company shall, if requested by the Holder in connection with one or more Conversion Dates, cause its legal counsel to consult with the Company’s transfer agent with a view to causing the certificates representing Converted Shares to be issued without restrictive legends in accordance with applicable laws and regulations. The Holder agrees, at the Company’s expense, to cooperate with the Company in this regard and to execute certificates, questionnaires and any other documents reasonably requested by the Company’s legal counsel for such purpose. (d) The Holder shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion Converted Shares as of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vie) The Company Holder shall procure that each share not deliver the original Note upon a conversion hereunder, except upon the final conversion resulting in payment of Common Stock issued the Principal Amount and accrued interest in full, at which time Holder shall deliver this Note marked “Cancelled — Paid in Full.” Rather, execution and delivery of the Conversion Notice shall have the same effect as a result prepayment of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as a portion of the applicable Principal Amount to the extent converted by the issuance of Conversion Dateand Interest Payment Amounts as provided in Section 6.

Mechanics of Conversion. Before any holder of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or Series F Preferred shall be entitled to convert the same into shares of Common as provided in paragraph IV.E(2)(a), he shall surrender the certificate or certificates therefor, duly endorsed (ior, if the holder notifies the Corporation that such certificate(s) On have been lost, stolen or destroyed, an agreement satisfactory to the Conversion Date: (A) Corporation to indemnify the Person Corporation from any loss incurred by it in whose name connection with such certificates), at the office of the Corporation and shall give written notice to the Corporation at such office that he elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or names any Series F Preferred a certificate or certificates for the number of shares of Common Stock to which he shall be issuable upon entitled as aforesaid. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which such surrender of the shares of Series A B Preferred, Series C Preferred, Series D Preferred, Series E Preferred Stock are or Series F Preferred to participate pursuant to Section 3 hereof shall be converted, and the person or persons entitled to receive the dividend payable shares of Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common on such shares on date. In the corresponding dividend payment date notwithstanding event of an automatic conversion pursuant to paragraph IV.E(2)(b), the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of outstanding shares of Series A B Preferred, Series C Preferred, Series D Preferred, Series E Preferred Stock on a dividend payment record date whose shares of and Series A F Preferred Stock have been shall be converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable automatically without any further action by the Company on holders of such shares of Series A Preferred Stock if and when paid, and whether or not the converting holder need not include payment of the amount of certificates representing such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge surrendered to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the CompanyCorporation; provided, however, that the Company Corporation shall not be required obligated to pay issue certificates evidencing the shares of Common issuable upon such automatic conversion unless the certificates evidencing such shares of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or Series F Preferred are either delivered to the Corporation as provided above, or the holder notifies the Corporation that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any tax which may be payable loss incurred by it in respect of any transfer involved connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the issuance case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or delivery Series F Preferred, a certificate or certificates for the number of shares of Common Stock in to which he shall be entitled as aforesaid and a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid check payable to the Company holder in the amount of any such tax or has established, to cash amounts payable as the reasonable satisfaction result of the Company, that such tax has been, or will timely be, paid. (v) In connection with the a conversion of any into fractional shares of Series A Preferred StockCommon. Such conversion shall be deemed to have been made immediately prior to and shall be contingent upon the closing of a Qualified Offering, no fractions of and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be issued, but in lieu thereof treated for all purposes as the Company shall pay cash in respect record holder or holders of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share shares of Common Stock on the applicable Conversion Datesuch date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. In order for a holder of Series C-1 Preferred Stock to voluntarily convert shares of Series C-1 Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Series C-1 Preferred Stock (i) On or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Series C-1 Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Series C-1 Preferred Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent. Such notice shall be substantially in the form of Notice of Conversion Date: (attached hereto as Exhibit A) the Person in whose , and shall state such holder’s name or the names any of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock shall to be issuable upon issued. If required by the Corporation, certificates surrendered for conversion shall be deemed endorsed or accompanied by a written instrument or instruments of transfer, in form reasonably satisfactory to have become the holder of record of Corporation, duly executed by the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the registered holder or taxes his, her or its attorney duly authorized in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the writing. The close of business on the record date for any payment of a dividend in which shares receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of Series A Preferred Stock are to participate pursuant to Section 3 hereof such certificates (or lost certificate affidavit and agreement) and notice shall be entitled to receive the dividend payable on such shares on time of conversion (the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid“Conversion Time”), and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Time and in any event by no later than the third (as if all shares 3rd) Trading Day after the Conversion Time, (i) issue and deliver to such holder of Series A C-1 Preferred Stock are so convertible). The Company will procureStock, at or to his, her or its sole expensenominees, a certificate or certificates for the listing number of all full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof and a certificate for the number (if any) of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A C-1 Preferred Stock shall be made without charge to represented by the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax surrendered certificate that were not converted into Common Stock, (other than taxes ii) pay in respect cash such amount as provided in Subsection 7.1.3 in lieu of any transfer fraction of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock otherwise issuable upon such conversion and (iii) pay all declared or accrued but unpaid dividends on the applicable Conversion Date. shares of Series C-1 Preferred Stock converted (vi) The Company unless the Corporation and such holder shall procure that each share have agreed to the conversion of such unpaid dividends into shares of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion DateStock).

Mechanics of Conversion. Before any holder of Class A Common Stock shall be entitled to convert such Class A Common Stock into shares of Common Stock, the holder shall surrender the certificate or certificates therefor, duly endorsed (i) On or a reasonably acceptable affidavit and indemnity undertaking in the Conversion Date: (A) case of a lost, stolen or destroyed certificate), at the Person in whose office of the Corporation or of any transfer agent for the Class A Common Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names any in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Class A Common Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be issuable upon entitled as aforesaid, and a certificate for the remaining number of shares of Class A Common Stock if less than all of the Class A Common Stock evidenced by the certificate were surrendered. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on (i) the record date for any payment of a dividend in which such surrender of the shares of Series Class A Preferred Common Stock are to participate pursuant to be converted or (ii) if applicable, the date of automatic conversion specified in Section 3 hereof shall be 4(b) of this Article III(C) above, and the person or persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all such shares of Common Stock issuable upon as of such date. If the conversion is in connection with an underwritten public offering of Series securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering such Class A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may for conversion, be necessary conditioned upon the closing with the underwriters of the sale of securities pursuant to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of such offering, in which event any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of persons entitled to receive Common Stock upon conversion of the Series such Class A Preferred Common Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required deemed to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of have converted such Class A Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid immediately prior to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect closing of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share sale of Common Stock on the applicable Conversion Datesecurities. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (iEach holder of Series A Preferred Stock that desires to convert the same into shares of Common Stock shall surrender the certificate or certificates therefor, duly endorsed, at the principal office of the Corporation or of any transfer agent for the Series A Preferred Stock or Common Stock, accompanied by written notice to the Corporation that such holder elects to convert the same and stating therein the number of shares of Series A Preferred Stock being converted and whether all declared and unpaid dividends in respect of such shares shall be included in the calculation set forth in Section 5(a) On hereof, and setting forth the Conversion Date: (A) the Person in whose name or names any in which such holder wishes the certificate or certificates for shares of Common Stock to be issued if such name or names shall be issuable upon different from that of such holder. Thereupon, the Corporation shall issue and deliver at such office on the fifth succeeding Business Day after receipt of such certificate and notice (unless such conversion shall be deemed to have become the holder of record of the shares is in connection with an underwritten public offering of Common Stock represented thereby at Stock, in which event concurrently with such time, and (Bconversion) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except holder or on such holder's written order, (i) a certificate or certificates for the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares number of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights nonassessable full shares of Common Stock to which such holder is entitled and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders if less than the full number of shares of Series A Preferred Stock at evidenced by the surrendered certificate or certificates being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares converted. Each conversion shall be deemed to have been effected immediately prior to the close of business on the record date of such surrender of the shares to be converted (except that if such conversion is in connection with an underwritten public offering of Common Stock, then such conversion shall be deemed to have been effected upon such surrender) so that the rights of the holder thereof as to the shares being converted shall cease at such time except for any payment of a dividend in which (x) the right to receive shares of Series A Preferred Common Stock are and (y) if the holder of the shares being so converted shall have elected to participate pursuant receive dividends subsequent to Section 3 hereof shall be such conversion, all accrued and unpaid dividends in accordance herewith, and the person entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all such shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or tradedat such time. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. To convert shares of Convertible Preferred Stock into shares of Common Stock, a Holder shall surrender such Holder’s certificate of such shares of Convertible Preferred Stock (i) On or if such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Conversion Date: (A) Company to indemnify the Person in whose name Company against any claim that may be made against the Company on account of such loss, theft or names destruction), together with written notice that such Holder elects to convert all or any number of the shares of Convertible Preferred Stock represented by such certificate or certificates for shares of Common Stock shall to be issuable upon issued. If required by the Company, certificates surrendered for conversion shall be deemed endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to have become the holder Company, duly executed by the registered Holder or such Holder’s attorney duly authorized in writing. The date of record receipt by the Company of such certificates (or lost certificate affidavit and agreement) and notice shall be the shares date of Common Stock represented thereby at such time, conversion (the “Conversion Date”) and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof Conversion Date shall be entitled to receive the dividend payable on such shares on time of conversion (the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid“Conversion Time”), and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (shares represented by such certificate shall be deemed to be outstanding of record as if all shares of Series A Preferred Stock are so convertible)the Conversion Date. The Company will procureshall, at its sole expensewithin three (3) Trading Days after the Conversion Date, (A) issue and deliver to the listing Holder or such Holder’s nominee a certificate or certificates for the full number of all shares of Common Stock issuable upon such conversion in accordance with the provisions hereof and a certificate for the number of Series A shares, if any, of Convertible Preferred Stock represented by the surrendered certificate (or lost certificate affidavit and agreement) that were not converted into Common Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (ivB) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect lieu of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per any fraction of a share of Common Stock otherwise issuable upon such conversion, and (C) pay all declared but unpaid dividends on the applicable Conversion Date. (vi) The Company shall procure that each share shares of Common Stock issued as a result of conversion of Series A Convertible Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Dateconverted.

Mechanics of Conversion. (i) On Each holder of Series A Preferred Shares may exercise its right to convert its Series A Preferred Shares into Ordinary Shares pursuant to Article 5.5(a)(i) by delivering a written notice (the “Conversion Notice”), specifying the number of Series A Preferred Shares to be converted, to the Company at its office or at the office of any transfer agent, together with the original certificate or certificates for such Series A Preferred Shares. The surrender of certificates for Series A Preferred Shares shall not be required for the purposes of any automatic conversion pursuant to Article 5.5(a)(ii), and any failure or refusal by any holder of Series A Preferred Shares to surrender any such certificates shall not prevent, delay or otherwise affect such automatic conversion in accordance with Article 5.5(a)(ii). (ii) Any conversion shall become effective and be deemed to have been made: (A) in the case of a conversion pursuant to Article 5.5(a)(i), on the close of business on the date on which the relevant holder of the Series A Preferred Shares to be converted delivers to the Company both the Conversion Date: Notice and the original certificate or certificates therefor in accordance with Article 5.5(b)(i); and (B) in the case of an automatic conversion pursuant to Article 5.5(a)(ii), immediately prior to the closing of the Qualified IPO, or immediately upon receipt by the Company of the Compulsory Conversion Notice, as the case may be, which triggers the conversion, and the Company shall make entries in its Register of Members to record and give effect to such conversion with effect from such time, and the person or persons entitled to receive the Ordinary Shares as a result of such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares on such date. (iii) The Directors of the Company may effect such conversion in any manner available under applicable law including redeeming or repurchasing the relevant Series A Preferred Shares and issuing the relevant number of new Ordinary Shares resulting from the conversion, in which case (A) the Person in whose name or names any certificate or certificates for shares of Common Stock new Ordinary Shares shall be issuable upon conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby issued at such timepar and credited as fully paid, and (B) the shares of aggregate redemption or repurchase price for the Series A Preferred Stock Shares being redeemed or repurchased shall be equal to the aggregate subscription price for the new Ordinary Shares so converted issued, and (C) the redemption or repurchase price of the Series A Preferred Shares shall be paid out of the proceeds of the issue of the new Ordinary Shares, and (D) the redemption or repurchase price of the Series A Preferred Shares shall be set off against the subscription price of the new Ordinary Shares, to the intent and effect that no longer further amount shall be deemed paid or payable by either the Company or the relevant holder to each other in respect of such conversion. Without prejudice to the foregoing, the Directors may make payments out of the Company’s capital for the purposes of any redemption or repurchase, provided that immediately following the date on which the payment out of capital is proposed to be outstandingmade, the Company shall be able to pay its debts as they fall due in the ordinary course of business. Any Series A Preferred Shares redeemed or repurchased for the purposes of conversion into Ordinary Shares shall be cancelled and all rights shall not be reissued. (iv) No fraction of a holder with respect to such shares an Ordinary Share shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered be issued upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon Shares. In lieu of any fraction of an Ordinary Share to which the holder or taxes in respect of any transfer occurring contemporaneously therewith)would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then effective Conversion Price. (iiv) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procureshall, at its sole expense, the listing of all shares of Common Stock issuable upon as soon as practicable after any conversion of Series A Preferred StockShares, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge issue and deliver to the holder of shares of such Series A Preferred Stock Shares a certificate or any certificates for the number of its transferees Ordinary Shares resulting from such conversion and a cheque payable to the holder for any issue or transfer tax (other than taxes cash amounts payable in respect lieu of any transfer fraction of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of an Ordinary Share which he would otherwise be entitled to upon such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidconversion. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On the Conversion Date: (A) the Person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon conversion shall be deemed to have become the If a holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted elects to effect an Optional Conversion, such holder shall no longer be deemed give written notice to be outstanding, and all rights the Company of such holder’s election to convert a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders stated number of shares of Series A Preferred Stock into shares of Class A Common Stock, at the close of business on Conversion Price then in effect, which notice shall be accompanied by the record date for any payment of a dividend in which certificate or certificates representing such shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof that shall be entitled converted into Class A Common Stock. The notice shall also contain a statement of the name or names in which the certificate or certificates for Class A Common Stock shall be issued. If required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form reasonably satisfactory to receive the dividend payable on Company, duly executed by the registered holder or his or its attorney duly authorized in writing. The date of receipt of such shares on certificates and notice by the corresponding dividend payment date notwithstanding transfer agent (or by the Company if the Company serves as its own transfer agent) shall be the conversion thereof following date (in the case of an Optional Conversion, the “Conversion Date”). The Company shall, as soon as practicable after the Conversion Date for an Optional Conversion, issue and deliver at such dividend payment record date and prior office to such dividend payment dateholder of Series A Preferred Stock, and or to his or its nominees, a certificate or certificates for the number of shares of Class A Common Stock to which such holder shall be entitled, together with cash in lieu of any fraction of a share. On the Conversion Date for an Optional Conversion, each holder of record of shares of Series A Preferred Stock on a dividend payment surrendered for conversion shall be deemed to be the holder of record date whose shares of the Class A Common Stock issuable upon conversion of such Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive Stock, notwithstanding that the dividend payable by the Company on certificates representing such shares of Series A Preferred Stock if and when paid, and shall not have been surrendered at the converting holder need not include payment office of the amount Company, that notice from the Company shall not have been received by any holder of record of shares of such dividend upon conversion Series A Preferred Stock, or that the certificates evidencing such shares of Class A Common Stock shall not then be actually delivered to such holder. If the number of shares of Series A Preferred Stock pursuant represented by the certificate or certificates surrendered for conversion shall exceed the number of shares to Section 7(a). (iii) From the date of this Certificatebe converted, the Company will at all times reserve shall issue and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for deliver to the purpose of effecting conversions of person entitled thereto a certificate representing the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation balance of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any unconverted shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On the Conversion Date: (A) the Person in whose name or names any certificate or certificates for No fractional shares of Common Stock shall be issuable issued upon conversion of this Note. In lieu thereof, the Corporation shall round up to the nearest whole share. In the case of a dispute as to the calculation of the Conversion Price, the Corporation's calculation shall be deemed conclusive absent manifest error. In order to have become the holder of record of the convert this Note into full shares of Common Stock represented thereby at such timeStock, and (B) the shares Holder shall surrender this Note, duly endorsed, to the Escrow Agent, together with the Conversion Notice that it elects to convert the same, the amount of Series A Preferred Stock so converted shall no longer be deemed principal to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment dateso converted, and a holder calculation of shares the Conversion Price (with an advance copy of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, Note and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(anotice by facsimile). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company Corporation shall not be required obligated to pay issue certificates evidencing the shares of Common Stock issuable upon such conversion unless either the Note is delivered to the Escrow Agent as provided above, or the Holder notifies the Corporation that such Note has been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any tax which may be payable loss incurred by it in respect connection with such Note. Within three (3) business days after receiving a properly submitted Conversion Notice, the Escrow Agent shall instruct Continental Stock Transfer Corporation or any duly appointed transfer agent of any transfer involved in the issuance Corporation subsequently designated (the "Transfer Agent") to issue and deliver as promptly as practicable to the Escrow Agent at the address of the Escrow Agent as hereinafter set forth, a certificate or delivery certificates for the number of shares of Common Stock in a name other than that and Warrants to which it shall be entitled (subject to the delivery of the transferee original Note to the Escrow Agent). In the absence of an opinion of counsel to the Series A Preferred Stock Holder reasonably acceptable to the Corporation indicating that the securities underlying this Note may be issued without restrictive legends pursuant to an exemption from the Act, or the registration thereof, the certificate or certificates representing such underlying securities shall bear a legend substantially similar to that set forth on this Note. The date of conversion (the "Date of Conversion") shall be the date on which the Conversion Notice is received by the Escrow Agent and the Corporation and the person or persons entitled to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock and Warrants issuable upon such conversion shall be issued, but in lieu thereof treated for all purposes as the Company shall pay cash in respect record Holder or Holders of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share shares of Common Stock and Warrants on the applicable Conversion Datesuch date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On Each holder whose Class E Preferred Shares are converted pursuant to Section 3.1 shall surrender the Conversion Date: (A) certificate or certificates therefor, duly endorsed, at the Person in whose name office of the Corporation or names Cura-Can, as the case may be, or any transfer agent for the shares of the Corporation or Cura-Can, as the case may be. Thereupon, the Corporation or Cura-Can, as applicable, shall promptly issue and deliver at such office to such holder a certificate or certificates for shares the number of Common Stock shall be issuable upon Shares or Cura-Can Shares, as applicable, to which such holder is entitled. Any conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof 3.1 shall be entitled to receive effected without any further action by the dividend payable on holders of the Class E Preferred Shares, and whether or not the certificates representing such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge surrendered to the holder of shares of Series A Preferred Stock Corporation or any of its transferees for any issue Cura-Can or their respective transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Companyagent; provided, however, that neither the Company Corporation nor Cura-Can shall not be required obliged to pay any tax which may be payable in respect of any transfer involved in issue certificates evidencing Common Shares or Cura-Can Shares issuable upon such conversion unless the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A certificates evidencing such Class E Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid Shares are either delivered to the Company Corporation or Cura-Can or their respective transfer agent, or the amount of any holder notifies the Corporation or Cura-Can or their respective transfer agent that such tax certificates have been lost, stolen or has established, destroyed and executes an agreement satisfactory to the reasonable satisfaction of Corporation or Cura-Can to indemnify the Company, that such tax has been, Corporation or will timely be, paid. (v) In Cura-Can from any loss incurred by it in connection with such certificates. Upon the conversion of any Class E Preferred Shares pursuant to this Article 3, all rights with respect to the Class E Preferred Shares will terminate and such shares shall cease to be outstanding Class E Preferred Shares, except only the rights of Series A Preferred Stockthe holders thereof, no fractions upon surrender of shares their certificate or certificates therefor (or otherwise subject to the terms of this Section 3.2, to receive certificates for the number of Common Stock Shares or Cura-Can into which such Class E Preferred Shares have been converted (which certificates shall be issued, but in lieu thereof delivered to the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as holders of the applicable Conversion DateClass E Preferred Shares so converted within ten (10) days of the later of: (i) the conversion thereof; and (ii) the date of surrender of certificate(s) representing the Class E Preferred Shares so converted).

Mechanics of Conversion. (i) On Before any holder of Series A ----------------------- Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock shall be entitled to convert the Conversion Date: (A) same into shares of Common Stock, he shall surrender the Person in whose certificate or certificates therefor, duly endorsed, at the office of this corporation or of any transfer agent for the particular series of Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names any in which the certificate or certificates for shares of Common Stock are to be issued. This corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series D Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be issuable upon entitled as aforesaid. Such conversion shall be deemed to have become been made immediately prior to the holder close of record business on the date of the shares such surrender of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock so converted shall no longer be deemed and/or Series D Preferred Stock to be outstandingconverted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all rights purposes as the record holder or holders of a such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series D Preferred Stock for conversion, be conditioned upon the closing with respect the underwriter of the sale of securities pursuant to such shares shall immediately terminate except offering, in which event the right person(s) entitled to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered issuable upon such conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A B Preferred Stock, Series C Preferred Stock (as if all shares of and/or Series A D Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of shall not be deemed to have converted such Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A B Preferred Stock, no fractions of shares of Common Series C Preferred Stock shall be issued, but in lieu thereof and/or Series D Preferred Stock until immediately prior to the Company shall pay cash in respect closing of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share sale of Common Stock on the applicable Conversion Datesecurities. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On In order for a holder of Preferred Stock to convert shares of Preferred Stock into shares of Common Stock, such holder shall surrender the Conversion Date: (A) the Person in whose name or names any certificate or certificates for such shares of Common Preferred Stock shall (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be issuable upon conversion shall be deemed made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to have become the holder of record convert all or any number of the shares of Common Preferred Stock represented thereby at by such timecertificate or certificates. If required by the Corporation, and (B) certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstandingCorporation, and all rights of a holder with respect to such shares shall immediately terminate except duly executed by the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the registered holder or taxes his, her or its attorney duly authorized in respect writing. The date of any receipt of such certificates (or lost certificate affidavit and agreement) and notice by the transfer occurring contemporaneously therewith). agent (iior by the Corporation if the Corporation serves as its own transfer agent) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid(“Conversion Date”), and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Date, issue and deliver at such office to such holder of Preferred Stock (as if all a certificate or certificates for the number of shares of Series A Common Stock to which such holder shall be entitled, together with cash in lieu of any fraction of a share. (ii) The Corporation shall at all times when any Preferred Stock are so convertible). The Company will procureshall be outstanding, at reserve and keep available out of its sole expenseauthorized but unissued stock, for the listing purpose of effecting the conversion of the Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Stock. Before taking any action which would cause an adjustment reducing either of the Conversion Prices below the then par value of the shares of Common Stock issuable upon conversion of Series A the Preferred Stock, subject the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Prices. (iii) Upon any such conversion, no adjustment to issuance or notice of issuance, the Conversion Prices shall be made for any declared but unpaid dividends on the principal domestic stock exchange Preferred Stock surrendered for conversion or on which the Common Stock is then listed or tradeddelivered upon conversion. (iv) All shares of Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote such shares of Preferred Stock, shall immediately cease and terminate on the Conversion Date, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor and payment of any dividends declared but unpaid thereon. The Company will Any shares of Preferred Stock so converted shall be retired and cancelled and shall not be reissued, and the Corporation (without the need for stockholder action) may from time to time take all such appropriate action as may be necessary to ensure that all reduce the authorized number of shares of Common Preferred Stock issuable upon conversion and the number of shares of Series A A-1 Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or tradedand/or Series A-2 Preferred Stock, accordingly. (ivv) Issuances The Corporation shall pay any and all issue and other taxes that may be payable in respect of certificates for any issuance or delivery of shares of Common Stock upon conversion of the Series A shares of Preferred Stock pursuant to this Section 5. The Corporation shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; providednot, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or and delivery of shares of Common Stock in a name other than that in which the shares of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a)so converted were registered, and no such issuance or delivery need shall be made unless and until the Person person or entity requesting such issuance or delivery has paid to the Company Corporation the amount of any such tax or has established, to the reasonable satisfaction of the CompanyCorporation, that such tax has been, or will timely be, been paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On the applicable Conversion Date: (A) the Person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A C Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A C Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A C Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A C Preferred Stock are to participate pursuant to Section 3 4 hereof shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A C Preferred Stock on a dividend payment record date whose shares of Series A C Preferred Stock have been converted pursuant to Section 7(a) or Section 7(b) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company Corporation on such shares of Series A C Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A C Preferred Stock pursuant to Section 7(a) or Section 7(b). (iii) From the date of this Certificate, the Company The Corporation will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A C Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A C Preferred Stock (as if all shares of Series A C Preferred Stock are so convertible). The Company Corporation will use its best efforts to procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A C Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded; provided, that in no event shall the Corporation be required to redeem such shares or make any cash payments in respect of such shares or the conversion thereof if it is unable to procure such listing. The Company Corporation will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A C Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A C Preferred Stock shall be made without charge to the holder of shares of Series A C Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidCorporation. (v) In connection with the conversion of any shares of Series A C Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company Corporation shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company Corporation shall procure that each share of Common Stock issued as a result of conversion of Series A C Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. In order to convert the Outstanding Balance, Holder shall deliver to the Maker a written Election to Convert (i) On the Conversion Date: (A) form of which is attached hereto as Exhibit B). Upon receipt of the Person written Election to Convert, the Maker shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, and in whose such name or names any certificate or certificates for shares as the Holder may designate, certificate(s) evidencing the full number of Common Stock so purchased upon conversion of the Promissory Note. Such Common Stock shall be issuable upon conversion deemed to have been issued and any person so designated to be named therein shall be deemed to have become the a holder of record of such securities as of the date of delivery of the Election to Convert, notwithstanding that the certificate(s) representing such securities shall not actually have been delivered or that the securities transfer books of the Maker shall then be closed. In the event that the outstanding shares of Common Stock represented thereby at such timeof the Maker hereafter is restructured or revised by recapitalization, reclassification, combination, split or split-up or dividend, the aggregate number and (B) the shares kind of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon subject to conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof under this Promissory Note shall be entitled adjusted appropriately, both as to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of and the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible)Conversion Price. The Company will procure, at its sole expense, the listing of all shares No fractional share of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issuedconversion, but in lieu thereof the Company shall pay cash in respect of such any fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on will be rounded up to the applicable Conversion Date. (vi) The Company shall procure that each nearest whole share of Common Stock issued Stock. In case of any sale exchange, tender offer, redemption or buyout of the Maker’s Common Stock, or any consolidation of the Maker with or merger of the Maker into another corporation, or in case of any sale, transfer or lease to another corporation of all or substantially all other property of the Maker, the Maker or such successor or purchasing corporation, as a result the case may be, shall execute with the Holder an agreement that the Holder shall have the right thereafter, upon payment of the Conversion Price in effect immediately prior to such action, to convert this Promissory Note, on the same basis which it would have or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had such conversion of Series A Preferred Stock been accomplished immediately prior to such action. Such agreement shall provide for adjustments, which shall be accompanied by as nearly equivalent as may be practicable to the adjustments provided herein. These provisions shall similarly apply to successive consolidations, mergers, sales, transfers or leases. This Promissory Note may be prepaid at any rights associated generally with each other share of Common Stock outstanding as of time prior to the applicable Conversion Maturity Date.

Mechanics of Conversion. (i) On the Conversion Date: (A) the Person in whose name or names any certificate or certificates for No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price for such series. Before any holder of Preferred Stock shall be entitled to convert the same into full shares of Common Stock and to receive certificates therefor, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to section 4(b), the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the corporation or its transfer agent, and provided further that the corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Preferred Stock are either delivered to the corporation or its transfer agent as provided above, or the holder notifies the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which such surrender of the shares of Series A Preferred Stock are to participate pursuant to Section 3 hereof shall be converted, or in the case of Automatic Conversion on the date of closing of the offering, and the person or persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Common Stock on a dividend payment issuable upon such conversion shall be treated for all purposes as the record date whose shares holder or holders of Series A Preferred Stock have been converted pursuant to Section 7(a) into such shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a)date. (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. Before any holder of Preferred Stock shall be entitled to convert such Preferred Stock into shares of Class A Common Stock, the holder shall surrender the certificate or certificates therefor, duly endorsed (i) On or a reasonably acceptable affidavit and indemnity undertaking in the Conversion Date: (A) case of a lost, stolen or destroyed certificate), at the Person in whose office of the Corporation or of any transfer agent for such series of Preferred Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names any in which the certificate or certificates for shares of Class A Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock to which such holder shall be issuable upon entitled as aforesaid, and a certificate for the remaining number of shares of Series A Preferred if less than all of the Series A Preferred evidenced by the certificate were surrendered. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on (i) the record date for any payment of a dividend in which such surrender of the shares of Series A such series of Preferred Stock are to participate pursuant to be converted or (ii) if applicable, the date of automatic conversion specified in Section 3 hereof shall be 4(b) of this Article III(B) above, and the person or persons entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series Class A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of such date. If the conversion is in connection with an underwritten public offering of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering such Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the Series sale of securities pursuant to such offering, in which event any persons entitled to receive Class A Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A such Preferred Stock shall not be made without charge deemed to have converted such Preferred Stock until immediately prior to the holder conversion of the underlying shares of Series Class A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), 4(b) of Article III(C) below and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect closing of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share sale of Common Stock on the applicable Conversion Datesecurities. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. No fractional Ordinary Share shall be issued upon conversion of the Series B Preferred Shares. In lieu of any fractional Ordinary Shares to which the holder thereof would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then-applicable Series B Conversion Price. (i) On In the event of an optional conversion pursuant to Article 13.2(a), before any holder of Series B Preferred Shares shall be entitled to convert the same into Ordinary Shares and to receive certificates (if any) therefor, such holder shall deliver to the Company the Conversion Date: (A) Notice stating that such holder elects to convert the Person in whose name or names any same and surrender the certificate or certificates (if any) representing such Series B Preferred Shares, duly endorsed, at the Registered Office or principal place of business of the Company or of any share registrar and transfer agent (or, where such certificate(s) have been lost or destroyed, such holder may provide an indemnity in favour of the Company in relation to such certificate(s) being lost or destroyed) for shares such Series B Preferred Shares to be converted upon the delivery of Common Stock such Conversion Notice. The Company shall (a), as soon as reasonably practicable and in no event later than five (5) Business Days following receipt of such Conversion Notice, issue and deliver to such holder of Series B Preferred Shares a certificate or certificates (if applicable) for the number of Ordinary Shares to which such holder is entitled pursuant to this Article 13.2 and Article 13.3 and a check or monetary remittance denominated in US$ payable to such holder in the amount of any cash amounts payable (if any) as a result and in lieu of a conversion into fractional Ordinary Shares, and (b) on the Series B Conversion Date (as defined below), provide to such holder a certified copy of the Register of Members reflecting the conversion by way of the repurchase by the Company of such number of such holder’s Series B Preferred Shares to be issuable upon converted, in consideration for the issuance to the holder of such number of Ordinary Shares to which such holder is entitled pursuant to this Article 13.2 and Article 13.3, on the Series B Conversion Date. Such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, and (B) the shares of Series A Preferred Stock so converted shall no longer be deemed been made immediately prior to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders of shares of Series A Preferred Stock at the close of business on the record date for any payment of a dividend in which shares such Conversion Notice is given (such date being the “Series B Conversion Date”) and the Register of Series A Preferred Stock are to participate pursuant to Section 3 hereof Members shall be updated accordingly to reflect the same and the Person or Persons entitled to receive the dividend payable Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares on such shares on Series B Conversion Date. Any certificates evidencing the corresponding dividend payment Series B Preferred Shares that are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the date such certificates (if any) are so required to be surrendered, be deemed to have been retired and canceled and the Series B Preferred Shares represented thereby converted into Ordinary Shares for all purposes, notwithstanding the conversion failure of the holder or holders thereof following to surrender such dividend payment record date and certificates on or prior to the date on which such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant certificates are so required to Section 7(a) into shares of Common Stock on such dividend payment date will receive the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a)be surrendered. (iiiii) From In the event of an automatic conversion pursuant to Article 13.2(b)(i)(A), all holders of Series B Preferred Shares shall as soon as reasonably practicable be given prior written notice of the date of this Certificate, fixed (which date shall be the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for latest practicable date immediately prior to the purpose of effecting conversions completion of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon QIPO) for automatic conversion of the all such Series A B Preferred Stock (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to the holder of shares of Series A Preferred Stock or any of its transferees for any issue or transfer tax (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock Shares pursuant to Section 7(a), this Article 13.2 and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidArticle 13. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.

Mechanics of Conversion. (i) On In the Conversion Date: event that the Subscriber has notified the Company of the Subscriber’s intention to sell the Bond Shares and the Bond Shares are included in an effective registration statement or are otherwise exempt from registration when sold: (A1) Upon the Person conversion of the Bonds or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in whose the name of the Subscriber (or names any certificate its nominee) or certificates for shares such other persons as designated by the Subscriber and in such denominations to be specified representing the number of Common Stock shall be Bond Shares issuable upon conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time, conversion; and (B2) The Company warrants that no instructions other than these instructions have been or will be given to the shares transfer agent of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 7. All shares of Common Stock delivered upon conversion that the Bond Shares issued will be unlegended, free-trading, and freely transferable, and will not contain any legend restricting the resale or transferability of the Series A Preferred Stock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (Bond Shares other than liens the legends set out under Section 5.1(i). (ii)The Subscriber will give notice of his decision to exercise his right to convert some or charges created all of the Bonds, which is within its sole discretion and at its option, by faxing or imposed upon otherwise delivering an executed and completed notice of the holder or taxes in respect of any transfer occurring contemporaneously therewith). (ii) Holders number of shares to be converted to the Company (the “Notice of Series A Preferred Stock at Conversion”). The Subscriber will not be required to surrender the close Bonds until the Subscriber receives a certificate or certificates, as the case may be, representing the Bond Shares or until the Bonds has been fully satisfied. Each date on which a Notice of business on Conversion is faxed or delivered to the record date for any payment of a dividend Company in which shares of Series A Preferred Stock are to participate pursuant to Section 3 accordance with the provisions hereof shall be entitled deemed a “Conversion Date.” The Company will or will cause the transfer agent to receive transmit the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof following such dividend payment record date and prior to such dividend payment date, and a holder of shares of Series A Preferred Stock on a dividend payment record date whose shares of Series A Preferred Stock have been converted pursuant to Section 7(a) into shares of Common Stock on such dividend payment date will receive certificates representing the dividend payable by the Company on such shares of Series A Preferred Stock if and when paid, and the converting holder need not include payment of the amount of such dividend upon conversion of shares of Series A Preferred Stock pursuant to Section 7(a). (iii) From the date of this Certificate, the Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions of the Series A Preferred Stock, the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock Bonds (as if all shares of Series A Preferred Stock are so convertible). The Company will procure, at its sole expense, and a certificate representing the listing of all shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to issuance or notice of issuance, on the principal domestic stock exchange on which the Common Stock is then listed or traded. The Company will take all action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of Series A Preferred Stock will be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the shares of Common Stock are listed or traded. (iv) Issuances of certificates for shares of Common Stock upon conversion balance of the Series A Preferred Stock shall be made without charge Bonds not so converted, if requested by a Subscriber) to the holder of shares of Series A Preferred Stock or any of its transferees Subscriber via express courier for any issue or transfer tax receipt by the Subscriber within five (other than taxes in respect of any transfer of Series A Preferred Stock occurring contemporaneously therewith5) or other incidental expense in respect business days after receipt by the Company of the issuance Notice of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the transferee of the Series A Preferred Stock that is to receive Common Stock pursuant to Section 7(a), and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paidConversion. 8. (v) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay cash in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value per share of Common Stock on the applicable Conversion Date. (vi) The Company shall procure that each share of Common Stock issued as a result of conversion of Series A Preferred Stock shall be accompanied by any rights associated generally with each other share of Common Stock outstanding as of the applicable Conversion Date.