Common use of Mechanics of Conversion Clause in Contracts

Mechanics of Conversion. Before any holder of Series A 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 Series A Preferred Stock, and shall give written notice to the corporation at such office that such holder elects to convert the same; provided, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute 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 Series A 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. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock 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.

Mechanics of Conversion. Before any holder To convert shares of Series A Preferred Stock into shares of Common Stock, the holder shall give written notice to the Corporation (which notice may be entitled given by facsimile transmission) that such holder elects to convert the same into full and shall state therein the number of shares to be converted and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock and to receive certificates therefor, such be issued. Promptly thereafter the holder shall surrender the certificate or certificates thereforrepresenting the shares to be converted, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stocksuch shares, and shall give written notice to the corporation or at such office that such holder elects to convert other place designated by the same; providedCorporation. The Corporation shall, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender immediately upon receipt of such certificate or certificates, execute 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 certificatenotice, issue and deliver at to or upon the order of such office to such holder holder, against delivery of Series A Preferred Stockthe certificates representing the shares which have been converted, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid entitled, and a check payable to certificate representing the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common StockSeries A Preferred not so converted, if any. Such The Corporation shall effect such issuance immediately and shall transmit the certificates by messenger or overnight delivery service to reach the address designated by such holder within three trading days after the receipt of such notice. Notice of conversion may be given by a holder at any time of day up to 5:00 p.m. Los Angeles time, and such conversion shall be deemed to have been made immediately prior to the close of business on the date such notice of such surrender of conversion is given (the shares of Series A Preferred Stock to be converted, and the "Conversion Date"). 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 at the close of business on such datethe Conversion Date.

Mechanics of Conversion. Before any To convert shares of 6% Preferred into shares of Common Stock, the holder of Series A Preferred Stock shall give written notice to the Corporation (which notice may be entitled given by facsimile transmission) that such holder elects to convert the same into full and shall state therein the number of shares to be converted and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock and to receive certificates therefor, such be issued. Promptly thereafter the holder shall surrender the certificate or certificates thereforrepresenting the shares to be converted, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stocksuch shares, and shall give written notice to the corporation or at such office that such holder elects to convert other place designated by the same; providedCorporation. The Corporation shall, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender immediately upon receipt of such certificate or certificates, execute 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 certificatenotice, issue and deliver at to or upon the order of such office to such holder holder, against delivery of Series A Preferred Stockthe certificates representing the shares which have been converted, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid entitled, and a check payable to certificate representing the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock6% Preferred not so converted, if any. Such The Corporation shall effect such issuance immediately and shall transmit the certificates by messenger or overnight delivery service to reach the address designated by such holder within three trading days after the receipt of such notice. Notice of conversion may be given by a holder at any time of day up to 5:00 pm Los Angeles time, and such conversion shall be deemed to have been made immediately prior to the close of business on the date such notice of such surrender of conversion is given (the shares of Series A Preferred Stock to be converted, and the "Conversion Date"). 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 at the close of business on such datethe Conversion Date.

Mechanics of Conversion. Before any holder of Series A Preferred Stock shall be entitled to convert the same into full shares of Common Stock and to receive certificates thereforStock, such holder he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice to the corporation Corporation at such office that such holder elects its principal corporate office, of the election to convert the same; provided, however, that same and shall state therein the holder may notify name or names in which the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory certificates for shares of Common Stock are to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificatesbe issued. The corporation Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificatethereafter, issue and deliver at such office to such holder of Series A 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 the 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 conversion into fractional shares of Common Stockaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, 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 as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive Common Stock upon conversion of such Preferred Stock shall not be deemed to have converted such Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any To exercise its conversion privilege, a holder of Series A 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, representing the shares being converted to the Corporation at the office of the corporation or of any transfer agent for the Series A Preferred Stockits principal office, and shall give written notice to the corporation Corporation at such that office that such holder elects to convert such shares. Such notice shall also state the same; provided, however, that name or names (with address or addresses) in which the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute 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 Series A 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. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated issued. The certificate or certificates for all purposes shares of Series Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Corporation or in blank. The date when such written notice is received by the Corporation together with the certificate or certificates representing the shares of Series Preferred Stock being converted, shall be the "Conversion Date". As promptly as practicable after the record Conversion Date, the Corporation shall issue and shall deliver to the holder of the shares of Series Preferred Stock being convened, a certificate or certificates in such denominations as it may request in writing for the number of full shares of Common Stock issuable upon the conversion of such shares of Series Preferred Stock in accordance with the provisions of this Section 4 and cash as provided in Section 4(k) below in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Series Preferred Stock shall cease 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 such record of shares of Common Stock on such daterepresented thereby.

Mechanics of Conversion. Before any holder of Series A Preferred Stock shall be entitled to convert (i) The Holder may exercise 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 Series A Preferred Stock, and shall give conversion right specified in Section 2(a) by giving written notice to the corporation Corporation at such office any time, that such holder the Holder elects to convert the same; provided, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu a stated number of shares of the surrender of such certificate or certificates, execute 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 Series B Preferred Stock into a lost certificate, issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the stated number of shares of Common Stock, and by surrendering the certificate or certificates representing the Series B Preferred Stock to which be converted, duly endorsed to the holder Corporation or in blank, to the Corporation at its principal office (or 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 name or names (with addresses) of the person or persons in whose name the certificate or certificates for Common Stock 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 Stockissued. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A B 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. (ii) If the conversion is in connection with the closing of a Qualified Public Offering, the conversion may, at the option of any holder tendering shares of Series B Preferred Stock for conversion, be conditioned upon the closing of the Qualified Public Offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock until immediately prior to the closing of the Qualified Public Offering.

Mechanics of Conversion. Before any holder of Series A Preferred Stock shall be entitled (i) In order to convert the same any such interest and principal amounts due under this Note into full shares of Common Stock and pursuant to receive certificates thereforthe optional conversion rights provided herein, such holder Payee shall surrender the certificate or certificates therefor, duly endorsed, this Note at the office of the corporation or of any transfer agent (or at the principal office of the Company if the Company serves as its own transfer agent), together with Payee’s written request for conversion substantially in the Series A Preferred Stock, form of Annex I attached hereto. Such conversion notice shall state Payee’s name or the names of the nominees in which Payee wishes the certificate or certificates for shares of Common Stock to be issued. The date of receipt of this Note and shall give written notice to the corporation at such office that such holder elects to convert duly executed request for conversion in the same; provided, however, that form of Annex I by the holder may notify the corporation or its transfer agent that such certificates have been lostor the Company, stolen or destroyed andas the case may be, in lieu of shall be the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificatesconversion date (“Conversion Date”). The corporation Company shall, as soon as practicable but no later than five business days after such delivery, or such agreement and indemnification in the case of a lost certificateConversion Date, issue and deliver at such office to such holder of Series A Preferred StockPayee, or to Payee’s nominees, a certificate or certificates for the number of shares of Common Stock to which the holder Payee shall be entitled as aforesaid and a check payable to the holder entitled, together with cash in the amount lieu of any cash amounts payable as the result fraction of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to share for the close of business on the date of such surrender of the shares of Series A Preferred Stock to be portion converted, and a new Note in the person or persons entitled to receive form hereof for the balance of the principal amount hereof. (ii) The Company shall at all times during which this Note shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of this Note, such number of its duly authorized shares of Common Stock issuable upon such as shall from time to time be sufficient to effect the conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such datethis Note.

Mechanics of Conversion. Before any Each holder of Series A Preferred Stock shall be entitled who desires to convert the same into full shares of Common Stock and pursuant to receive certificates therefor, such holder this Section B4 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 Stock, and shall give written notice to the corporation at such office that such holder elects to convert the same; provided. Such notice shall state the number of shares of Preferred Stock being converted. Thereupon, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute 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, shall promptly issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the such holder is entitled and shall be entitled as aforesaid and a check payable promptly pay (1) in cash or, to the holder extent sufficient funds are not then legally available therefor, in Common Stock (at the amount Common Stock’s fair market value determined by the board of directors as of the date of such conversion), any declared and unpaid dividends on the shares of Preferred Stock being converted and (2) in cash (at the Common Stock’s fair market value determined by the board of directors as of the date of conversion) the value of any cash amounts payable as the result of a conversion into fractional shares share of Common StockStock otherwise issuable to such holder. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates, duly endorsed representing the shares of Series A Preferred Stock to be convertedconverted together with such written notice, 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 at such datetime. 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 Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to each offering, in which event the persons entitled to receive the Common Stock upon conversion of the Preferred Stock shall not be deemed to have converted such Preferred Stock until immediately prior to the closing of such sale of securities.

Mechanics of Conversion. Before any holder To convert shares of Series A Class H Preferred Stock shall be entitled to convert the same into full shares of Common Stock under Section 3(a), the holder shall give written notice to the Corporation (which notice may be given by facsimile transmission) that such holder elects (with the right to revoke) to convert the shares and shall state therein date of the conversion, the number of shares to receive be converted and the name or names in which such holder wishes the certificate or certificates thereforfor shares of Common Stock to be issued. Promptly thereafter, such the holder shall surrender the certificate or certificates thereforrepresenting the shares to be converted, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stocksuch shares, and shall give written notice to the corporation or at such office that such holder elects to convert other place designated by the sameCorporation; provided, however, that the holder may notify shall not be required to deliver the corporation certificates representing such shares if the holder is waiting to receive all or its transfer agent that part of such certificates have been lost, stolen or destroyed and, in lieu of from the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificatesCorporation. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, Corporation shall immediately issue and deliver at to or upon the order of such office to such holder holder, against delivery of Series A Preferred Stockthe certificates representing the shares which have been converted, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid entitled. The Corporation shall cause such issuance to be effected within five (5) business days and shall transmit the certificates by messenger or overnight delivery service to reach the address designated by such holder within five (5) business days after the receipt of such notice. The notice of conversion may be given by a check payable holder at any time during the day up to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such 5:00 p.m. South Plainfield, New Jersey time and such conversion shall be deemed to have been made immediately prior to the close of business on the date such notice of such surrender of the shares of Series A Preferred Stock to be converted, and the conversion is given. 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 at the close of business on such date.

Mechanics of Conversion. Before any Each holder of Series A C Preferred Stock shall be entitled who desires to convert the same into full shares of Common Stock and pursuant to receive certificates therefor, such holder this Section 4 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Company or of any transfer agent for the Series A Preferred StockC Preferred, and shall give written notice to the corporation Company at such office that such holder elects to convert the same; provided. Such notice shall state the number of shares of C Preferred being converted. Thereupon, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute 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, Company shall promptly issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the such holder is entitled and shall be entitled as aforesaid and a check payable promptly pay (i) in cash or, to the holder extent sufficient funds are not then legally available therefor, in Common Stock (at the amount Common Stock’s fair market value determined by the Board of Directors as of the date of such conversion), any declared and unpaid dividends on the shares of C Preferred being converted and (ii) in cash (at the Common Stock’s fair market value determined by the Board of Directors as of the date of conversion) the value of any cash amounts payable as the result of a conversion into fractional shares share of Common StockStock otherwise issuable to such holder. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series A C 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.

Mechanics of Conversion. Before any Each holder of Series A B Preferred Stock shall be entitled who desires to convert the same into full shares of Common Stock and pursuant to receive certificates therefor, such holder this Section 4 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Company or of any transfer agent for the Series A Preferred StockB Preferred, and shall give written notice to the corporation Company at such office that such holder elects to convert the same; provided. Such notice shall state the number of shares of B Preferred being converted. Thereupon, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute 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, Company shall promptly issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the such holder is entitled and shall be entitled as aforesaid and a check payable promptly pay (i) in cash or, to the holder extent sufficient funds are not then legally available therefor, in Common Stock (at the amount Common Stock’s fair market value determined by the Board of Directors as of the date of such conversion), any declared and unpaid dividends on the shares of B Preferred being converted and (ii) in cash (at the Common Stock’s fair market value determined by the Board of Directors as of the date of conversion) the value of any cash amounts payable as the result of a conversion into fractional shares share of Common StockStock otherwise issuable to such holder. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series A B 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.

Mechanics of Conversion. Before any holder of shares of Series A ----------------------- 1997 Preferred Stock shall be entitled to convert the same such shares into full shares of Common Stock and to receive certificates thereforStock, such holder shall surrender the certificate or certificates therefor, duly endorsedendorsed and accompanied by properly executed stock powers, at the office of the corporation Corporation or of any transfer agent for the Series A 1997 Preferred Stock, and shall give written notice to the corporation Corporation at such office that of the name or names in which such holder elects wishes the certificate or certificates for shares of Common Stock to convert be issued if different from the same; provided, however, name shown on the books and records of the Corporation. Said conversion notice shall also contain such representations as may reasonably be required by the Corporation to the effect that the holder may notify shares of Common Stock to be received upon conversion are not being acquired and will not be transferred in any way which might violate the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificatesthen applicable securities laws. The corporation Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificatethereafter, issue and deliver at such office to such holder of Series A 1997 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 the 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 conversion into fractional shares of Common Stockaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the certificate or certificates for the shares of Series A 1997 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 as of such date. All certificates issued upon such conversion shall contain a legend governing restrictions, if any, upon such shares imposed by applicable securities laws.

Mechanics of Conversion. Before The Corporation shall not be obligated to issue to any holder of Series A Preferred Stock shall be entitled to convert certificates representing the same into full shares of Common Stock issuable upon conversion unless certificates representing the shares of Series C Preferred Stock, endorsed directly or through stock powers to the Corporation or in blank and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office accompanied when appropriate with evidence of the corporation signatory’s authority, are delivered to the Corporation or of any transfer agent for of the Corporation. If the certificate representing shares of Common Stock issuable upon conversion of shares of the Series A C Preferred Stock is to be issued in a name other than the name on the face of the certificate representing such shares of the Series C Preferred Stock, such certificate shall be accompanied by such evidence of the assignment and shall give written notice to such evidence of the corporation at such office that such holder elects to convert signatory’s authority with respect thereto as deemed appropriate by the same; provided, however, that the holder may notify the corporation Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of and such certificate shall be endorsed directly or certificates, execute an agreement satisfactory through stock powers to the corporation to indemnify Corporation or in blank. Not less than five business days after the corporation from any loss incurred by it in connection with such certificates. The corporation shallConversion Date (the “Delivery Period”), as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, Corporation shall issue and deliver at such office to or upon the written order of such holder of Series A Preferred Stock, a certificate or certificates for the number of full shares of Common Stock to which the such holder shall be is entitled as aforesaid upon such conversion, and a check payable or cash with respect to the holder any fractional interest in the amount of any cash amounts payable as the result of a conversion into fractional shares share of Common Stock, as provided in Section 5(e). Such conversion The person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have been made immediately prior to the close become a holder of business record of such Common Stock on the date applicable Conversion Date. Upon conversion of such surrender only a portion of the number of shares covered by a certificate representing shares of Series A C Preferred Stock surrendered for conversion, the Corporation shall issue and deliver to or upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate representing the number of shares of the Series C Preferred Stock representing the unconverted portion of the certificate so surrendered. The Corporation shall pay on any Conversion Date the accrued and unpaid dividends to and including such date on all shares of Series C Preferred Stock to be so 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.

Mechanics of Conversion. Before any (i) In order for a holder of Series A Convertible Preferred Stock shall be entitled to convert the same shares of Convertible Preferred Stock into full shares of Common Stock and to receive certificates thereforStock, such holder shall surrender the certificate or certificates therefor, duly endorsedfor such shares of Convertible Preferred Stock, at the office of the corporation or of any transfer agent for the Series A Convertible Preferred StockStock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), and shall give together with written notice to the corporation at such office that such holder elects to convert the same; provided, however, that the holder may notify the corporation all or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu any number of the surrender shares of the Convertible Preferred Stock represented by such certificate or certificates. Such notice shall state such holder's name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, execute an agreement certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the corporation to indemnify Corporation, duly executed by the corporation from any loss incurred by it registered holder or his or its attorney duly authorized in connection with such certificateswriting. The corporation date of receipt of such certificates and notice by the transfer agent (or by the 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 such delivery, or such agreement and indemnification in the case of a lost certificateConversion Date, issue and deliver at such office to such holder of Series A Convertible Preferred Stock, or to his or its nominees, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid and a check payable to the holder entitled, together with cash in the amount lieu of any cash amounts payable as the result fraction of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A 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 dateshare.

Mechanics of Conversion. Before any holder To convert shares of Series A B Preferred Stock ----------------------- into shares of Common Stock, the holder shall give written notice to the Corporation (which notice may be entitled given by facsimile transmission) that such holder elects to convert the same into full and shall state therein the number of shares to be converted and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock and to receive certificates therefor, such be issued. Promptly thereafter the holder shall surrender the certificate or certificates thereforrepresenting the shares to be converted, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stocksuch shares, and shall give written notice to the corporation or at such office that such holder elects to convert other place designated by the same; providedCorporation. The Corporation shall, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender immediately upon receipt of such certificate or certificates, execute 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 certificatenotice, issue and deliver at to or upon the order of such office to such holder holder, against delivery of Series A Preferred Stockthe certificates representing the shares which have been converted, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid entitled. The Corporation shall effect such issuance within 48 hours and shall transmit the certificates by messenger or overnight delivery service to reach the address designated by such holder within 2 business days after the receipt of such notice. Notice of conversion may be given by a check payable holder at any time of day up to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such 5:00 pm Los Angeles time, and such conversion shall be deemed to have been made immediately prior to the close of business on the date such notice of such surrender of the shares of Series A Preferred Stock to be converted, and the conversion is given. 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 at the close of business on such date.

Mechanics of Conversion. Before any holder of Series A Preferred Stock shall be entitled to convert the same into full shares of Common Stock and pursuant to receive certificates thereforSubsection (d)(1) above, such holder shall surrender the certificate or certificates thereforfor such shares of Preferred Stock, duly endorsed, at the office of the corporation Corporation or of any transfer agent for of the Series A Preferred Stock, and shall give written notice to the corporation Corporation at such office that of the name or names in which such holder elects wishes the certificate or certificates for shares of Common Stock to convert be issued if different from the same; provided, however, name shown on the books and records of the Corporation. Said conversion notice shall also contain such representations as may reasonably be required by the Corporation to the effect that the holder may notify shares to be received upon conversion are not being acquired and will not be transferred in any way that might violate the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificatesthen applicable laws. The corporation Corporation shall, as soon as practicable thereafter and in no event later than thirty (30) days after such delivery, or such agreement and indemnification in the case delivery of a lost certificatesaid conversion notice, issue and deliver at such office to such holder of Series A 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 the 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 conversion into fractional shares of Common Stockaforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the The person or persons entitled to receive the shares of Common Stock issuable upon such a conversion pursuant to Subsection (d)(1) shall be treated for all purposes as the record holder or holders of such shares of Common Stock on as of the effective date of conversion specified in such datesection. All certificates issued upon the exercise or occurrence of the conversion shall contain a legend governing restrictions upon such shares imposed by law or agreement of the holder or his predecessors.

Mechanics of Conversion. Before any holder of Series A C Preferred ----------------------- Stock shall be entitled voluntarily to convert the same into full shares of Common Stock and to receive certificates thereforStock, such holder shall surrender (within three (3) business days after the date of the facsimile referred to below in this paragraph (d)) the certificate or certificates therefor, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stocksuch stock, and shall give written notice (the "Conversion Notice") to the corporation at such office Corporation by facsimile (confirmed via telephonic notice) to the Chief Executive Officer or Chief Financial Officer of the Corporation that such holder elects to convert the same; provided, however, that same and shall state therein the number of shares to be converted and the name or names in which such holder may notify wishes the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory certificates for shares of Common Stock to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificatesbe issued. The corporation Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificatethereafter, issue and deliver at such office to such holder of Series A C Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the 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 conversion into fractional shares of Common Stockentitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of delivery of such surrender facsimile notice to the Corporation; provided that certificates representing such Series C Shares are delivered within three (3) business days to the transfer agent of the shares of Series A Preferred Stock to be convertedCorporation. If such certificates are not delivered within three (3) business days after such facsimile, and the person or persons entitled to receive the shares of Common Stock issuable upon then such conversion shall be treated for all purposes as deemed to occur on the record holder or holders date of delivery of such shares Series C Shares to the transfer agent of Common Stock on such datethe Corporation.

Mechanics of Conversion. Before any Each holder of Series A Preferred Stock shall be entitled who desires to convert the same into full shares of Common Stock and pursuant to receive certificates therefor, such holder this Section 5 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Company or of any transfer agent for the Series A Preferred StockPreferred, and shall give written notice to the corporation Company at such office that such holder elects to convert the same; provided. Such notice shall state the number of shares of Series Preferred being converted. Thereupon, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute 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, Company shall promptly issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the such holder is entitled and shall be entitled as aforesaid and a check payable promptly pay (i) in cash or, to the holder extent sufficient funds are not then legally available therefor, in Common Stock (at the amount 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 Series Preferred 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 cash amounts payable as the result of a conversion into fractional shares share of Common StockStock otherwise issuable to any holder of Series Preferred. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series A 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.

Mechanics of Conversion. Before any Each holder of Series A Preferred Stock shall be entitled who desires to convert the same into full shares of Common Stock and pursuant to receive certificates therefor, such holder this Section 4 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Company or of any transfer agent for the Series A Preferred StockPreferred, and shall give written notice to the corporation Company at such office that such holder elects to convert the same; provided. Such notice shall state the number of shares of A Preferred being converted. Thereupon, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute 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, Company shall promptly issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the such holder is entitled and shall be entitled as aforesaid and a check payable promptly pay (i) in cash or, to the holder extent sufficient funds are not then legally available therefor, in Common Stock (at the amount Common Stock’s fair market value determined by the Board of Directors as of the date of such conversion), any declared and unpaid dividends on the shares of A Preferred being converted and (ii) in cash (at the Common Stock’s fair market value determined by the Board of Directors as of the date of conversion) the value of any cash amounts payable as the result of a conversion into fractional shares share of Common StockStock otherwise issuable to such holder. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series A 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.

Mechanics of Conversion. Before any To convert the Preferred Share into shares of Common Stock, the holder of Series the Preferred Share shall give written notice ("Conversion Notice") to the Corporation in the form of Exhibit A Preferred Stock shall hereto (which Conversion Notice may be entitled given by facsimile transmission) stating that such holder elects to convert the same into full shares of and shall state therein the name or names in which such holder wishes the certificate or certificates for Common Stock and to receive certificates therefor, be issued (the date of such Conversion Notice shall be referred to herein as the "Conversion Date"). The Conversion Date may not occur before the Issuance Date. Such holder shall surrender the certificate or certificates therefor, representing the Preferred Share being converted duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stocksuch shares. The Corporation shall, and shall give written notice to the corporation at such office that such holder elects to convert the same; provided, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender upon receipt of such certificate or certificates, execute 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 certificateConversion Notice, issue and deliver at such office to such holder or upon the order of Series A the holder, against delivery of the certificate representing the Preferred StockShare which has been converted, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid (with the number of and a check payable denomination of such certificates designated by such holder). The conversion pursuant 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 this Section 4 shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the Conversion Date. 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 at the close of business on such datethe Conversion Date.

Mechanics of Conversion. Before any Each holder of Series A Preferred Stock shall be entitled who wishes to convert the same into full shares of Common Stock and pursuant to receive certificates therefor, such holder this Article 4.B.3 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice to the corporation Corporation at such office that such holder elects to convert the same; provided. Such notice shall state the number of shares of Preferred Stock being converted. Thereupon, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute 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, Corporation shall promptly issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the such holder is entitled and shall be entitled as aforesaid and a check payable promptly pay in cash or, to the holder extent sufficient funds are not available therefor, in Common Stock (at the amount Common Stock's fair market value as determined by the Board of Directors as of the sate of such conversion) any cash amounts payable as declared and unpaid dividends on the result of a conversion into fractional shares of Common StockPreferred Stock being converted. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. Upon conversion of only a portion of the number of shares of Preferred Stock represented by a certificate surrendered for conversion, the Corporation shall issue and deliver to or upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Preferred Stock representing the unconverted portion of the certificate so surrendered.

Mechanics of Conversion. Before any Each holder of Series A Kayne Preferred Stock shall be entitled who desires to convert the same into full shares of Common Stock and pursuant to receive certificates therefor, such holder this Subsection 3(d) shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Kayne Preferred Stock, and shall give written notice to the corporation Corporation at such office that such holder elects to convert the same; provided. Such notice shall state the number of shares of Kayne Preferred Stock being converted. Thereupon, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute 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, Corporation shall promptly issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder is entitled and shall promptly pay (i) at the holder shall be entitled election of the holder, in cash (at the price set forth in Subsection (d)(ii)(B)(1) or (d)(ii)(B)(2), as aforesaid applicable) or in Common Stock (at the Kayne Preferred Conversion Rate), any accrued and a check payable unpaid dividends plus any declared and unpaid dividends on the shares of Kayne Preferred Stock being converted, and (ii) in cash (at the price set forth in Subsection (d)(ii)(B)(1) or (d)(ii)(B)(2), as applicable) the value of any fractional share of Common Stock otherwise issuable to the such holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stocksuch conversion. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series A Kayne Preferred Stock to be converted, and the person or persons entity 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.

Mechanics of Conversion. Before any holder To convert shares of Series A Class G Preferred Stock shall be entitled to convert the same into full shares of Common Stock under Section 3(a), the holder shall give written notice to the Corporation (which notice may be given by facsimile transmission) that such holder elects (with the right to revoke) to convert the shares and shall state therein date of the conversion, the number of shares to receive be converted and the name or names in which such holder wishes the certificate or certificates thereforfor shares of Common Stock to be issued. Promptly thereafter, such the holder shall surrender the certificate or certificates thereforrepresenting the shares to be converted, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stocksuch shares, and shall give written notice to the corporation or at such office that such holder elects to convert other place designated by the sameCorporation; provided, however, that the holder may notify shall not be required to deliver the corporation certificates representing such shares if the holder is waiting to receive all or its transfer agent that part of such certificates have been lost, stolen or destroyed and, in lieu of from the surrender of such certificate or certificates, execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificatesCorporation. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, Corporation shall immediately issue and deliver at to or upon the order of such office to such holder holder, against delivery of Series A Preferred Stockthe certificates representing the shares which have been converted, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid entitled. The Corporation shall cause such issuance to be effected within five (5) business days and shall transmit the certificates by messenger or overnight delivery service to reach the address designated by such holder within five (5) business days after the receipt of such notice. The notice of conversion may be given by a check payable holder at any time during the day up to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such 5:00 p.m. South Plainfield, New Jersey time and such conversion shall be deemed to have been made immediately prior to the close of business on the date such notice of such surrender of the shares of Series A Preferred Stock to be converted, and the conversion is given. 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 at the close of business on such date.

Mechanics of Conversion. Before any To convert shares of 5% Preferred into shares of Common Stock, the holder of Series A Preferred Stock shall give written notice to the Corporation (which notice may be entitled given by facsimile transmission) that such holder elects to convert the same into full and shall state therein the number of shares to be converted and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock and to receive certificates therefor, such be issued. Promptly thereafter the holder shall surrender the certificate or certificates thereforrepresenting the shares to be converted, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stocksuch shares, and shall give written notice to the corporation or at such office that such holder elects to convert other place designated by the sameCorporation; provided, however, provided that the holder may notify the corporation Corporation shall at all times maintain an office or its transfer agent that agency in New York City for such certificates have been lostpurposes. The Corporation shall, stolen or destroyed and, in lieu of the surrender immediately upon receipt of such certificate or certificates, execute 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 certificatenotice, issue and deliver at to or upon the order of such office to such holder holder, against delivery of Series A Preferred Stockthe certificates representing the shares that have been converted, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid and a check payable to the holder (in the amount number(s) and denomination(s) designated by such holder), and the Corporation shall deliver to such holder a certificate or certificates for the number of any cash amounts payable as the result of a conversion into fractional shares of Common Stock5% Preferred that such holder has not elected to convert (in the number(s) and denomination(s) designated by such holder). Such The Corporation shall effect such issuance and shall transmit the certificates by messenger or overnight delivery service to reach the address designated by such holder within two business days after the receipt of such notice. For all purposes of this Certificate of Designations, such conversion shall be deemed to have been made immediately prior to the close of business on the date such notice of such surrender of the shares of Series A Preferred Stock to be converted, and the conversion is given. 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 at the close of business on such date.

Mechanics of Conversion. Before any To convert shares of 5% Preferred into ----------------------- shares of Common Stock, the holder of Series A Preferred Stock shall give written notice to the Corporation (which notice may be entitled given by facsimile transmission) that such holder elects to convert the same into full and shall state therein the number of shares to be converted and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock and to receive certificates therefor, such be issued. Promptly thereafter the holder shall surrender the certificate or certificates thereforrepresenting the shares to be converted, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stocksuch shares, and shall give written notice to the corporation or at such office that such holder elects to convert other place designated by the same; providedCorporation. The Corporation shall, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender immediately upon receipt of such certificate or certificates, execute 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 certificatenotice, issue and deliver at to or upon the order of such office to such holder holder, against delivery of Series A Preferred Stockthe certificates representing the shares which have been converted, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid entitled. The Corporation shall effect such issuance within two business days and shall transmit the certificates by messenger or overnight delivery service to reach the address designated by such holder within two business days after the receipt of such notice. Notice of conversion may be given by a check payable holder at any time during the day up to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such midnight New York time and such conversion shall be deemed to have been made immediately prior to the close of business on the date such notice of such surrender of the shares of Series A Preferred Stock to be converted, and the conversion is given. 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 at the close of business on such date.

Mechanics of Conversion. Before any To convert shares of 5% Preferred into ------------------------ shares of Common Stock, the holder of Series A Preferred Stock shall give written notice to the Corporation (which notice may be entitled given by facsimile transmission) that such holder elects to convert the same into full and shall state therein the number of shares to be converted and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock and to receive certificates therefor, such be issued. Promptly thereafter the holder shall surrender the certificate or certificates thereforrepresenting the shares to be converted, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stocksuch shares, and shall give written notice to the corporation or at such office that such holder elects to convert other place designated by the same; providedCorporation. The Corporation shall, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender immediately upon receipt of such certificate or certificates, execute 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 certificatenotice, issue and deliver at to or upon the order of such office to such holder holder, against delivery of Series A Preferred Stockthe certificates representing the shares which have been converted, a certificate or certificates for the number of shares of Common Stock to which the such holder shall be entitled as aforesaid entitled. The Corporation shall effect such issuance within two (2) business days and shall transmit the certificates by messenger or overnight delivery service to reach the address designated by such holder within two (2) business days after the receipt of such notice. Notice of conversion may be given by a check payable holder at any time during the day up to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such midnight New York time and such conversion shall be deemed to have been made immediately prior to the close of business on the date such notice of such surrender of the shares of Series A Preferred Stock to be converted, and the conversion is given. 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 at the close of business on such date.

Mechanics of Conversion. Before any Each holder of Series A Preferred Stock shall be entitled who desires to convert the same into full shares of Common Stock and pursuant to receive certificates therefor, such holder this Section 4 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation Company or of any transfer agent for the Series A Preferred StockPreferred, and shall give written notice to the corporation Company at such office that such holder elects to convert the same; provided. Such notice shall state the number of shares of Series Preferred being converted. Thereupon, however, that the holder may notify the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute 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, Company shall promptly issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the such holder is entitled and shall be entitled as aforesaid and a check payable promptly pay (i) in cash or, to the holder extent sufficient funds are not then legally available therefor, in Common Stock (at the amount Common Stock's fair market value determined by the Board of Directors as of the date of such conversion), any declared and unpaid dividends on the shares of Series Preferred being converted and (ii) in cash (at the Common Stock's fair market value determined by the Board of Directors as of the date of conversion) the value of any cash amounts payable as the result of a conversion into fractional shares share of Common StockStock otherwise issuable to any holder of Series Preferred. Such conversion shall be deemed to have been made immediately prior to at the close of business on the date of such surrender of the certificates representing the shares of Series A 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.

Mechanics of Conversion. Before any holder of Series A Preferred Stock ----------------------- shall be entitled voluntarily to convert the same into full shares of Common Stock and to receive certificates thereforStock, such holder shall surrender (within three (3) business days after the date of the facsimile referred to below in this paragraph (d)) the certificate or certificates therefor, duly endorsed, at the office of the corporation Corporation or of any transfer agent for the Series A Preferred Stocksuch stock, and shall give written notice (the "Conversion Notice") to the corporation at such office Corporation by facsimile (confirmed via telephonic notice) to the Chief Executive Officer or Chief Financial Officer of the Corporation that such holder elects to convert the same; provided, however, that same and shall state therein the number of shares to be converted and the name or names in which such holder may notify wishes the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender of such certificate or certificates, execute an agreement satisfactory certificates for shares of Common Stock to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificatesbe issued. The corporation Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificatethereafter, issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the 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 conversion into fractional shares of Common Stockentitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of delivery of such surrender facsimile notice to the Corporation; provided that certificates representing such Series A Shares are delivered within three (3) business days to the transfer agent of the shares of Series A Preferred Stock to be convertedCorporation. If such certificates are not delivered within three (b) business days after such facsimile, and the person or persons entitled to receive the shares of Common Stock issuable upon then such conversion shall be treated for all purposes as deemed to occur on the record holder or holders date of delivery of such shares Series A Shares to the transfer agent of Common Stock on such datethe Corporation.

Mechanics of Conversion. Before any The holder of Series A any Preferred Stock shall be entitled Shares may exercise the conversion rights as to convert such Shares or any part thereof by delivering to the same into full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsedCompany during regular business hours, at the office of the corporation or of any transfer agent of the Company for the Series A Preferred StockShares, and shall give or at the principal office of the Company or at such other place as may be designated by the Company, the certificate or certificates for the Shares to be converted, duly endorsed for transfer to the Company or accompanied by a written instrument or instruments of transfer (if required by it), accompanied by written notice to stating that the corporation at such office that such holder elects to convert the same; provided, however, that the holder may notify the corporation all or its transfer agent that such certificates have been lost, stolen or destroyed and, in lieu of the surrender a number of such Shares represented by the certificate or certificates. Such notice shall also state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for Voting Common A Shares to be issued. Conversion shall be deemed to have been effected on the date when such delivery is made, execute an agreement satisfactory and such date is referred to herein as the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates“Conversion Date”. The corporation shall, as soon As promptly as practicable after such delivery, or such agreement and indemnification in thereafter the case of a lost certificate, Company shall issue and deliver to such holder, at such office to such holder of Series A Preferred Stockor other place designated by the Company, a certificate or certificates for the number of shares of full Voting Common Stock A Shares to which the such holder shall be is entitled as aforesaid and a check payable for cash with respect to the any fractional interest in a Voting Common A Share as provided in Section 9.4(c) below. The holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior become a holder of record on the applicable Conversion Date. Upon conversion of only a portion of the number of Preferred Shares represented by a certificate surrendered for conversion, the Company shall issue and deliver to the close of business on the date of such surrender holder of the shares certificate so surrendered for conversion, at the expense of Series A the Company, a new certificate covering the number of Preferred Stock to be converted, and Shares representing the person or persons entitled to receive unconverted portion of 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 datecertificate so surrendered.