Common use of Procedures for Conversion Clause in Contracts

Procedures for Conversion. Before any holder of Series C-1 Preferred Stock shall be entitled to convert the same into Series C Common Stock (or, in the case of the Series C-1 Mandatory Conversion, before any holder of Series C-1 Preferred Stock so converted shall be entitled to receive certificate(s) evidencing the shares of Series C Common Stock or other securities or property, as applicable, issuable upon such conversion), such holder shall surrender the certificate(s) for such Series C-1 Preferred Stock at the office of the Corporation or at the office of the transfer agent for the Series C-1 Preferred Stock, which certificate(s), if the Corporation shall so request, shall be duly endorsed to the Corporation or in blank or accompanied by proper instruments of transfer to the Corporation or in blank (such endorsements or instruments of transfer to be in form satisfactory to the Corporation), and shall give written notice to the Corporation at said office that such holder elects to convert all or a part of the shares represented by said certificate(s) (or, in the case of the Series C-1 Mandatory Conversion, that such holder is surrendering the same) in accordance with the terms of this Section 5(i), and shall state in writing therein the name or names in which such holder wishes the certificate(s) for Series C Common Stock or other securities or property, as applicable, to be issued. Every such notice of election to convert shall constitute a contract between the holder of such Series C-1 Preferred Stock and the Corporation, whereby the holder of such Series C-1 Preferred Stock shall be deemed to subscribe for the amount of Series C Common Stock or other securities or property, as applicable, which such holder shall be entitled to receive upon conversion of the number of share(s) of Series C-1 Preferred Stock to be converted, and, in satisfaction of such subscription, to deposit the share(s) of Series C-1 Preferred Stock to be converted, and thereby the Corporation shall be deemed to agree that the surrender of the shares of Series C-1 Preferred Stock to be converted shall constitute full payment of such subscription for Series C Common Stock to be issued upon such conversion. The Corporation will as soon as practicable after such deposit of the certificate(s) for Series C-1 Preferred Stock, accompanied by the written notice and the statement above prescribed, issue and deliver at the office of the Corporation or of said transfer agent to the Person for whose account such Series C-1 Preferred Stock was so surrendered, or to his nominee(s) or, subject to compliance with applicable law, transferee(s), certificate(s) for the number of full share(s) of Series C Common Stock to which such holder shall be entitled, together with cash in lieu of any fraction of a share as hereinafter provided together with an amount in cash equal to the full amount of any cash dividend declared (or required to be declared) on the Series C-1 Preferred Stock which, as of the date of such conversion, remains unpaid (provided, that the Corporation will use commercially reasonable efforts to make such delivery within two Business Days after such deposit and such notice and statement). If surrendered certificate(s) for Series C-1 Preferred Stock are converted only in part, the Corporation will issue and deliver to the holder, or to his nominee(s), without charge therefor, new certificate(s) representing the aggregate of the unconverted shares. Such conversion shall be deemed to have been made as of the date of such surrender of the Series C-1 Preferred Stock to be converted or date of the event that gives rise to the Series C-1 Mandatory Conversion; and the Person(s) entitled to receive the Series C Common Stock issuable upon conversion of such Series C-1 Preferred Stock shall be treated for all purposes as the record holder or holders of such Series C Common Stock on such date.

Procedures for Conversion. Before any holder of Series C-1 A-1 Preferred Stock shall be entitled to convert the same into Series C A Common Stock (or, in the case of the Series C-1 A-1 Mandatory Conversion, before any holder of Series C-1 A-1 Preferred Stock so converted shall be entitled to receive certificate(s) evidencing the shares of Series C A Common Stock or other securities or property, as applicable, issuable upon such conversion), such holder shall surrender the certificate(s) for such Series C-1 A-1 Preferred Stock at the office of the Corporation or at the office of the transfer agent for the Series C-1 A-1 Preferred Stock, which certificate(s), if the Corporation shall so request, shall be duly endorsed to the Corporation or in blank or accompanied by proper instruments of transfer to the Corporation or in blank (such endorsements or instruments of transfer to be in form satisfactory to the Corporation), and shall give written notice to the Corporation at said office that such holder elects to convert all or a part of the shares represented by said certificate(s) (or, in the case of the Series C-1 A-1 Mandatory Conversion, that such holder is surrendering the same) in accordance with the terms of this Section 5(i), and shall state in writing therein the name or names in which such holder wishes the certificate(s) for Series C A Common Stock or other securities or property, as applicable, to be issued. Every such notice of election to convert shall constitute a contract between the holder of such Series C-1 A-1 Preferred Stock and the Corporation, whereby the holder of such Series C-1 A-1 Preferred Stock shall be deemed to subscribe for the amount of Series C A Common Stock or other securities or property, as applicable, which such holder shall be entitled to receive upon conversion of the number of share(s) of Series C-1 A-1 Preferred Stock to be converted, and, in satisfaction of such subscription, to deposit the share(s) of Series C-1 A-1 Preferred Stock to be converted, and thereby the Corporation shall be deemed to agree that the surrender of the shares of Series C-1 A-1 Preferred Stock to be converted shall constitute full payment of such subscription for Series C A Common Stock to be issued upon such conversion. The Corporation will as soon as practicable after such deposit of the certificate(s) for Series C-1 A-1 Preferred Stock, accompanied by the written notice and the statement above prescribed, issue and deliver at the office of the Corporation or of said transfer agent to the Person for whose account such Series C-1 A-1 Preferred Stock was so surrendered, or to his nominee(s) or, subject to compliance with applicable law, transferee(s), certificate(s) for the number of full share(s) of Series C A Common Stock to which such holder shall be entitled, together with cash in lieu of any fraction of a share as hereinafter provided together with an amount in cash equal to the full amount of any cash dividend declared (or required to be declared) on the Series C-1 A-1 Preferred Stock which, as of the date of such conversion, remains unpaid (provided, that the Corporation will use commercially reasonable efforts to make such delivery within two Business Days after such deposit and such notice and statement). If surrendered certificate(s) for Series C-1 A-1 Preferred Stock are converted only in part, the Corporation will issue and deliver to the holder, or to his nominee(s), without charge therefor, new certificate(s) representing the aggregate of the unconverted shares. Such conversion shall be deemed to have been made as of the date of such surrender of the Series C-1 A-1 Preferred Stock to be converted or date of the event that gives rise to the Series C-1 A-1 Mandatory Conversion; and the Person(s) entitled to receive the Series C A Common Stock issuable upon conversion of such Series C-1 A-1 Preferred Stock shall be treated for all purposes as the record holder or holders of such Series C A Common Stock on such date.

Procedures for Conversion. Before any (i) Upon the Corporation's notice to a holder of Series C-1 Preferred Stock shall be entitled to convert the same into Series C Common Stock (or, in the case shares of the Series C-1 Mandatory Conversion, before any holder of Series C-1 D Preferred Stock so converted shall be entitled of the Corporation's exercise of its right to receive certificate(s) evidencing the convert all or any portion of such shares of Series C D Preferred Stock into shares of Common Stock or other securities or property, as applicable, issuable upon such conversionunder Section 5(a)(i), such a holder's election to convert all or any portion of its shares of Series D Preferred Stock under Section 5(a)(ii), or an Automatic Conversion pursuant to Section 5(b),the holder shall surrender the certificate(s) for such Series C-1 Preferred Stock at the office of the Corporation certificate or at the office of the transfer agent for the Series C-1 Preferred Stockcertificates therefor, which certificate(s), if the Corporation shall so request, shall be duly endorsed to the Corporation or in blank or accompanied by proper instruments of transfer to the Corporation or in blank (such endorsements or instruments of transfer to be in form satisfactory to the Corporation)for transfer, and shall give written notice during normal business hours, to the Corporation at said its principal or at such other office that or agency then maintained by it for such purpose (the "Payment Office"), and, if so required by the Corporation or any conversion agent, an instrument of transfer, in form reasonably satisfactory to the Corporation and to any conversion agent, duly executed by the registered holder elects or by its duly authorized attorney, and any cash payment required pursuant to convert all or a part Section 5(d)(ii). As promptly as practicable after the surrender of the certificate or certificates for any shares represented by said certificate(s) (or, of Series D Preferred Stock converted in the case manner provided in the preceding sentence, but in any event within three (3) trading days of such surrender, the Series C-1 Mandatory Conversion, that such holder is surrendering the same) in accordance with the terms of this Section 5(i), and shall state in writing therein the name Corporation will deliver or names in which such holder wishes the certificate(s) for Series C Common Stock or other securities or property, as applicable, cause to be issued. Every such notice delivered at the Payment Office to or upon the written order of election to convert shall constitute a contract between the holder of such Series C-1 Preferred Stock and the Corporationshares, whereby the holder of such Series C-1 Preferred Stock shall be deemed to subscribe for the amount of Series C Common Stock or other securities or property, as applicable, which such holder shall be entitled to receive upon conversion of the number of share(s) of Series C-1 Preferred Stock to be converted, and, in satisfaction of such subscription, to deposit the share(s) of Series C-1 Preferred Stock to be converted, and thereby the Corporation shall be deemed to agree that the surrender of the shares of Series C-1 Preferred Stock to be converted shall constitute full payment of such subscription for Series C Common Stock to be issued upon such conversion. The Corporation will as soon as practicable after such deposit of the certificate(s) for Series C-1 Preferred Stock, accompanied by the written notice and the statement above prescribed, issue and deliver at the office of the Corporation or of said transfer agent to the Person for whose account such Series C-1 Preferred Stock was so surrendered, or to his nominee(s) or, subject to compliance with applicable law, transferee(s), certificate(s) for certificates representing the number of full share(s) shares of Common Stock issuable upon such conversion and any shares of Series C Common D Preferred Stock to which represented by the certificate or certificates surrendered that have not been converted, issued in such name or names as such holder shall be entitled, together with cash in lieu of any fraction of a share as hereinafter provided together with an amount in cash equal to the full amount of any cash dividend declared (or required to be declared) on the Series C-1 Preferred Stock which, as of the date of such conversion, remains unpaid (provided, that the Corporation will use commercially reasonable efforts to make such delivery within two Business Days after such deposit and such notice and statement). If surrendered certificate(s) for Series C-1 Preferred Stock are converted only in part, the Corporation will issue and deliver to the holder, or to his nominee(s), without charge therefor, new certificate(s) representing the aggregate of the unconverted sharesmay direct. Such conversion shall be deemed to have been made as immediately prior to the close of business on the date of such surrender of the certificate or certificates in proper order for conversion, and all rights of the holder of the shares of Series C-1 D Preferred Stock so converted as a holder of such shares shall cease at such time and the person or persons in whose name or names the certificates for such shares of Common Stock are to be converted or date of the event that gives rise to the Series C-1 Mandatory Conversion; and the Person(s) entitled to receive the Series C Common Stock issuable upon conversion of such Series C-1 Preferred Stock issued shall be treated for all purposes as having become the record holder or holders thereof at such time; provided, however, that any such surrender and payment on any date when the stock transfer books of the Corporation shall be closed shall constitute the person or persons in whose name or names the certificates for such shares of Common Stock are to be issued as the record holder or holders thereof for all purposes immediately prior to the close of business on the next succeeding day on which such stock transfer books are opened. (ii) The issuance of certificates for shares of Common Stock upon conversion shall be made without charge for any issue, stamp or other similar tax in respect of such issuance. However, if any such certificate is to be issued in a name other than that of the holder of record of the shares converted, the person or persons requesting the issuance thereof shall pay to the Corporation the amount of any tax which may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Corporation that such tax has been paid or is not payable. (iii) Upon any conversion of shares of Series C D Preferred Stock in accordance with the provisions of this Certificate of Designation, the Corporation shall pay to the holder thereof, simultaneously with the issuance of the shares of Common Stock into which such shares of Series D Preferred Stock have been converted, the amount of any accrued but unpaid dividends on such dateshares of Series D Preferred Stock the record date for payment of which is prior to the date of issuance of such shares of Common Stock.

Procedures for Conversion. Before any holder of Series C-1 A-1 Preferred Stock shall be entitled to convert the same into Series C A Common Stock (or, in the case of the Series C-1 A-1 Mandatory Conversion, before any holder of Series C-1 A-1 Preferred Stock so converted shall be entitled to receive certificate(s) evidencing the shares of Series C A Common Stock or other securities or property, as applicable, issuable upon such conversion), such holder shall surrender the certificate(s) for such Series C-1 A-1 Preferred Stock at the office of the Corporation or at the office of the transfer agent for the Series C-1 A-1 Preferred Stock, which certificate(s), if the Corporation shall so request, shall be duly endorsed to the Corporation or in blank or accompanied by proper instruments of transfer to the Corporation or in blank (such endorsements or instruments of transfer to be in form satisfactory to the Corporation), and shall give written notice to the Corporation at said office that such holder elects to convert all or a part of the shares represented by said certificate(s) (or, in the case of the Series C-1 A-1 Mandatory Conversion, that such holder is surrendering the same) in accordance with the terms of this Section 5(i), and shall state in writing therein the name or names in which such holder wishes the certificate(s) for Series C A Common Stock or other securities or property, as applicable, to be issued. Every such notice of election to convert shall constitute a contract between the holder of such Series C-1 A-1 Preferred Stock and the Corporation, whereby the holder of such Series C-1 A-1 Preferred Stock shall be deemed to subscribe for the amount of Series C A Common Stock or other securities or property, as applicable, which such holder shall be entitled to receive upon conversion of the number of share(s) of Series C-1 A-1 Preferred Stock to be converted, and, in satisfaction of such subscription, to deposit the share(s) of Series C-1 A-1 Preferred Stock to be converted, and thereby the Corporation shall be deemed to agree that the surrender of the shares of Series C-1 A-1 Preferred Stock to be converted shall constitute full payment of such subscription for Series C A Common Stock to be issued upon such conversion. The Corporation will as soon as practicable after such deposit of the certificate(s) for Series C-1 A-1 Preferred Stock, accompanied by the written notice and the statement above prescribed, issue and deliver at the office of the Corporation or of said transfer agent to the Person for whose account such Series C-1 A-1 Preferred Stock was so surrendered, or to his nominee(s) or, subject to compliance with applicable law, transferee(s), certificate(s) for the number of full share(s) of Series C A Common Stock to which such holder shall be entitled, together with cash in lieu of any fraction of a share as hereinafter provided together with an amount in cash equal to the full amount of any cash dividend declared (or required to be declared) on the Series C-1 A-1 Preferred Stock which, as of the date of such conversion, remains unpaid (provided, that the Corporation will use commercially reasonable efforts to make such delivery within two Business Days after such deposit and such notice and statement). If surrendered certificate(s) for Series C-1 Preferred Stock are converted only in part, the Corporation will issue and deliver to the holder, or to his nominee(s), without charge therefor, new certificate(s) representing the aggregate of the unconverted shares. Such conversion shall be deemed to have been made as of the date of such surrender of the Series C-1 Preferred Stock to be converted or date of the event that gives rise to the Series C-1 Mandatory Conversion; and the Person(s) entitled to receive the Series C Common Stock issuable upon conversion of such Series C-1 Preferred Stock shall be treated for all purposes as the record holder or holders of such Series C Common Stock on such date.and

Procedures for Conversion. Before any holder In order to effectuate a conversion of Shares of Series C-1 D Convertible Preferred Stock shall be entitled pursuant to convert the same into Series C Common Stock Section 5.1, a holder shall: (or, in the case of the Series C-1 Mandatory Conversion, before any holder of Series C-1 Preferred Stock so converted shall be entitled to receive certificate(sa) evidencing the shares of Series C Common Stock or other securities or property, as applicable, issuable upon such conversion), such holder shall surrender the certificate(s) for such Series C-1 Preferred Stock at the office of the Corporation or at the office of the transfer agent for the Series C-1 Preferred Stock, which certificate(s), if the Corporation shall so request, shall be duly endorsed submit a written election to the Corporation or in blank or accompanied by proper instruments of transfer to the Corporation or in blank (such endorsements or instruments of transfer to be in form satisfactory to the Corporation), and shall give written notice to the Corporation at said office that such holder elects to convert all one or a part more of the shares represented Shares, the number of Shares elected to be converted; and (b) surrender, along with such written election, to the Corporation the certificate or certificates representing the Shares being converted, duly assigned or endorsed for transfer to the Corporation (or accompanied by said certificate(sduly executed stock powers relating thereto) (or, in the case event the certificate or certificates are lost, stolen or missing, accompanied by an affidavit of loss executed by the holder. The conversion of such Shares hereunder shall be deemed effective as of the Series C-1 Mandatory Conversion, that such holder is surrendering the same) in accordance with the terms date of this Section 5(i), and shall state in writing therein the name or names in which such holder wishes the certificate(s) for Series C Common Stock or other securities or property, as applicable, to be issued. Every such notice of election to convert shall constitute a contract between the holder surrender of such Series C-1 D Convertible Preferred Stock certificate or certificates or delivery of such affidavit of loss. Upon the receipt by the Corporation of a written election and the Corporation, whereby the holder surrender of such Series C-1 Preferred Stock certificate(s) and accompanying materials, the Corporation shall be deemed as promptly as practicable (but in any event within twenty-one (21) days thereafter) deliver to subscribe the relevant holder: (a) a certificate in such holder’s name (or the name of such holder’s designee as stated in the written election) for the amount number of Series C shares of Common Stock or other securities or property, as applicable, (including any fractional share) to which such holder shall be entitled to receive upon conversion of the applicable Shares as calculated pursuant to Section 5.1; and, if applicable (b) a certificate in such holder’s name for the number of share(s) Shares of Series C-1 D Convertible Preferred Stock (including any fractional share) represented by the certificate or certificates delivered to the Corporation for conversion but otherwise not elected to be converted, and, in satisfaction converted pursuant to the written election. All shares of such subscription, to deposit the share(s) of Series C-1 Preferred Stock to be converted, and thereby stock issued hereunder by the Corporation shall be deemed to agree that the surrender duly and validly issued, fully paid and nonassessable, free and clear of the shares of Series C-1 Preferred Stock to be converted shall constitute full payment of such subscription for Series C Common Stock to be issued upon such conversion. The Corporation will as soon as practicable after such deposit of the certificate(s) for Series C-1 Preferred Stockall taxes, accompanied by the written notice liens, charges and the statement above prescribed, issue and deliver at the office of the Corporation or of said transfer agent encumbrances with respect to the Person for whose account such Series C-1 Preferred Stock was so surrendered, or to his nominee(s) or, subject to compliance with applicable law, transferee(s), certificate(s) for the number of full share(s) of Series C Common Stock to which such holder shall be entitled, together with cash in lieu of any fraction of a share as hereinafter provided together with an amount in cash equal to the full amount of any cash dividend declared (or required to be declared) on the Series C-1 Preferred Stock which, as of the date of such conversion, remains unpaid (provided, that the Corporation will use commercially reasonable efforts to make such delivery within two Business Days after such deposit and such notice and statement). If surrendered certificate(s) for Series C-1 Preferred Stock are converted only in part, the Corporation will issue and deliver to the holder, or to his nominee(s), without charge therefor, new certificate(s) representing the aggregate of the unconverted shares. Such conversion shall be deemed to have been made as of the date of such surrender of the Series C-1 Preferred Stock to be converted or date of the event that gives rise to the Series C-1 Mandatory Conversion; and the Person(s) entitled to receive the Series C Common Stock issuable upon conversion of such Series C-1 Preferred Stock shall be treated for all purposes as the record holder or holders of such Series C Common Stock on such dateissuance thereof.

Procedures for Conversion. Before (a) In order to exercise the Conversion Rights pursuant to Section 4.1 above, the Seller shall deliver an irrevocable written notice of such exercise to the Company, at its principal office. The Holders shall, upon any holder conversion of such Series C-1 D Preferred Stock shall be entitled to convert the same into Series C Common Stock (orin accordance with this Section 4, in the case of the Series C-1 Mandatory Conversion, before any holder of Series C-1 Preferred Stock so converted shall be entitled to receive certificate(s) evidencing the surrender certificates representing such shares of Series C Common Stock or other securities or property, as applicable, issuable upon such conversion), such holder shall surrender the certificate(s) for such Series C-1 D Preferred Stock at the office of the Corporation or at the office of the transfer agent for the Series C-1 Preferred Stock, which certificate(s), if the Corporation shall so request, shall be duly endorsed to the Corporation or in blank or accompanied by proper instruments of transfer to the Corporation or in blank (such endorsements or instruments of transfer to be in form satisfactory to the Corporation)Company, at its principal office, and shall give written notice to the Corporation at said office that such holder elects to convert all or a part of the shares represented by said certificate(s) (or, in the case of the Series C-1 Mandatory Conversion, that such holder is surrendering the same) in accordance with the terms of this Section 5(i), and shall state in writing therein specify the name or names in which such holder the Seller wishes the certificate(s) certificate or certificates for Series C shares of Common Stock or other securities or property, as applicable, to be issued. Every In case the Seller shall specify a name or names other than that of the Holders, such notice shall be accompanied by payment of election all transfer taxes (if transfer is to convert shall constitute a contract between person or entity other than the holder thereof) payable upon the issuance of shares of Common Stock in such Series C-1 Preferred Stock and the Corporationname or names. As promptly as practicable, whereby and, if applicable, after payment of all transfer taxes (if transfer is to a person or entity other than the holder of such Series C-1 Preferred Stock thereof), the Company shall deliver or cause to be deemed to subscribe for the amount of Series C Common Stock or other securities or property, as applicable, which such holder shall be entitled to receive upon conversion of delivered certificates representing the number of share(s) of Series C-1 Preferred Stock to be convertedvalidly issued, and, in satisfaction of such subscription, to deposit the share(s) of Series C-1 Preferred Stock to be converted, fully paid and thereby the Corporation shall be deemed to agree that the surrender of the nonassessable shares of Series C-1 Preferred Stock to be converted shall constitute full payment of such subscription for Series C Common Stock to be issued upon such conversion. The Corporation will as soon as practicable after such deposit of the certificate(s) for Series C-1 Preferred Stock, accompanied by the written notice and the statement above prescribed, issue and deliver at the office of the Corporation or of said transfer agent to the Person for whose account such Series C-1 Preferred Stock was so surrendered, or to his nominee(s) or, subject to compliance with applicable law, transferee(s), certificate(s) for the number of full share(s) of Series C Common Stock to which such holder the Holders shall be entitled. Such conversion, together with cash in lieu of any fraction of a share as hereinafter provided together with an amount in cash equal to the full amount of any cash dividend declared (or required to be declared) on the Series C-1 Preferred Stock whichextent permitted by law, as of the date of such conversion, remains unpaid (provided, that the Corporation will use commercially reasonable efforts to make such delivery within two Business Days after such deposit and such notice and statement). If surrendered certificate(s) for Series C-1 Preferred Stock are converted only in part, the Corporation will issue and deliver to the holder, or to his nominee(s), without charge therefor, new certificate(s) representing the aggregate of the unconverted shares. Such conversion shall be deemed to have been made effected as of the date of receipt by the Company of any notice of conversion pursuant to this Section 4.3(a), upon the occurrence of any event specified therein. Upon conversion of any shares of Series D Preferred Stock, such surrender shares shall cease to constitute shares of the Series C-1 D Preferred Stock to be converted or date of the event that gives rise to the Series C-1 Mandatory Conversion; and the Person(s) entitled shall represent only a right to receive shares of common stock into which they have been converted. (b) In connection with the Series C Common Stock issuable upon conversion of such any shares of Series C-1 D Preferred Stock, no fractions of shares of Common Stock shall be treated for all purposes issued, but the Company shall pay cash in lieu of such fractional interest in an amount equal to the product such fractional interest multiplied by the Reported Last Price of the Common Stock. “Reported Last Price” means the reported price, regular way, or, in case no sale takes place on such day, the average of the reported closing bid and asked prices, regular way, of the Common Stock as reported on the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”) or the Over-the-Counter Bulletin Board (“OTCBB”), as the record holder case may be; or, if the Common Stock is so not quoted, the average of the closing bid and asked prices on such day as reported by NASDAQ or holders of such Series C OTCBB, as the case may be; or, if bid and asked prices for the Common Stock on each such dateday shall not have been so reported, the average of the bid and asked prices for such day as furnished by any New York Stock Exchange member firm regularly making a market in the Common Stock selected for such purpose by the Company and if no such quotations are available, the fair market value of a share of the Common Stock, as determined by any New York Stock Exchange member firm regularly making a market in the Common Stock selected for such purpose by the Company.

Procedures for Conversion. Before (a) In order to exercise the Conversion Rights pursuant to Section 4.1 above, ▇▇▇▇▇▇ shall deliver an irrevocable written notice of such exercise to the Company, at its principal office. ▇▇▇▇▇▇ shall, upon any holder conversion of such Series C-1 B Preferred Stock shall be entitled to convert the same into Series C Common Stock (or, in the case of the Series C-1 Mandatory Conversion, before any holder of Series C-1 Preferred Stock so converted shall be entitled to receive certificate(s) evidencing the shares of Series C Common Stock or other securities or property, as applicable, issuable upon such conversion), such holder shall surrender the certificate(s) for such Series C-1 Preferred Stock at the office of the Corporation or at the office of the transfer agent for the Series C-1 Preferred Stock, which certificate(s), if the Corporation shall so request, shall be duly endorsed to the Corporation or in blank or accompanied by proper instruments of transfer to the Corporation or in blank (such endorsements or instruments of transfer to be in form satisfactory to the Corporation), and shall give written notice to the Corporation at said office that such holder elects to convert all or a part of the shares represented by said certificate(s) (or, in the case of the Series C-1 Mandatory Conversion, that such holder is surrendering the same) in accordance with the terms of this Section 5(i)4, surrender certificates representing the Series B Preferred Stock to the Company, at its principal office, and shall state in writing therein specify the name or names in which such holder ▇▇▇▇▇▇ wishes the certificate(s) certificate or certificates for Series C shares of Common Stock or other securities or property, as applicable, to be issued. Every In case ▇▇▇▇▇▇ shall specify a name or names other than that of ▇▇▇▇▇▇, such notice shall be accompanied by payment of election all transfer taxes (if transfer is to convert shall constitute a contract between person or entity other than the holder thereof) payable upon the issuance of shares of Common Stock in such Series C-1 Preferred Stock and the Corporationname or names. As promptly as practicable, whereby and, if applicable, after payment of all transfer taxes (if transfer is to a person or entity other than the holder of such Series C-1 Preferred Stock thereof), the Company shall deliver or cause to be deemed to subscribe for the amount of Series C Common Stock or other securities or property, as applicable, which such holder shall be entitled to receive upon conversion of delivered certificates representing the number of share(s) of Series C-1 Preferred Stock to be convertedvalidly issued, and, in satisfaction of such subscription, to deposit the share(s) of Series C-1 Preferred Stock to be converted, fully paid and thereby the Corporation shall be deemed to agree that the surrender of the nonassessable shares of Series C-1 Preferred Stock to be converted shall constitute full payment of such subscription for Series C Common Stock to be issued upon such conversion. The Corporation will as soon as practicable after such deposit of the certificate(s) for Series C-1 Preferred Stock, accompanied by the written notice and the statement above prescribed, issue and deliver at the office of the Corporation or of said transfer agent to the Person for whose account such Series C-1 Preferred Stock was so surrendered, or to his nominee(s) or, subject to compliance with applicable law, transferee(s), certificate(s) for the number of full share(s) of Series C Common Stock to which such holder ▇▇▇▇▇▇ shall be entitled. Such conversion, together with cash in lieu of any fraction of a share as hereinafter provided together with an amount in cash equal to the full amount of any cash dividend declared (or required to be declared) on the Series C-1 Preferred Stock whichextent permitted by law, as of the date of such conversion, remains unpaid (provided, that the Corporation will use commercially reasonable efforts to make such delivery within two Business Days after such deposit and such notice and statement). If surrendered certificate(s) for Series C-1 Preferred Stock are converted only in part, the Corporation will issue and deliver to the holder, or to his nominee(s), without charge therefor, new certificate(s) representing the aggregate of the unconverted shares. Such conversion shall be deemed to have been made effected as of the date of receipt by the Company of any notice of conversion pursuant to this Section 4.3(b), upon the occurrence of any event specified therein. Upon conversion of any shares of Series B Preferred Stock, such surrender shares shall cease to constitute shares of the Series C-1 B Preferred Stock to be converted or date of the event that gives rise to the Series C-1 Mandatory Conversion; and the Person(s) entitled shall represent only a right to receive shares of common stock into which they have been converted. (b) In connection with the Series C Common Stock issuable upon conversion of such any shares of Series C-1 B Preferred Stock, no fractions of shares of Common Stock shall be treated for all purposes issued, but the Company shall pay cash in lieu of such fractional interest in an amount equal to the product such fractional interest multiplied by the Reported Last Price of the Common Stock. “Reported Last Price” means the reported price, regular way, or, in case no sale takes place on such day, the average of the reported closing bid and asked prices, regular way, of the Common Stock as reported on the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or the Over-the-Counter Bulletin Board (“OTCBB”), as the record holder case may be; or, if the Common Stock is so not quoted, the average of the closing bid and asked prices on such day as reported by NASDAQ or holders of such Series C OTCBB, as the case may be; or, if bid and asked prices for the Common Stock on each such dateday shall not have been so reported, the average of the bid and asked prices for such day as furnished by any New York Stock Exchange member firm regularly making a market in the Common Stock selected for such purpose by the Company and if no such quotations are available, the fair market value of a share of the Common Stock, as determined by any New York Stock Exchange member firm regularly making a market in the Common Stock selected for such purpose by the Company.

Procedures for Conversion. Before any In order to exercise conversion rights pursuant to Section 4.02 above, the holder of Series C-1 Preferred Stock shall be entitled to convert the same into Series C Common Stock (or, in the case of the Series C-1 Mandatory ConversionC Preferred Shares to be converted shall deliver an irrevocable written notice of such exercise to the transfer agent of the Company (the “Transfer Agent”) pursuant to the Irrevocable Transfer Agent Instructions dated as of July 12, before any 2005, with a copy to the Company. The holder of Series C-1 Preferred Stock so converted shall be entitled to receive certificate(s) evidencing the any shares of Series C Common Stock or other securities or propertyPreferred Shares shall, as applicable, issuable upon such conversion), such holder shall surrender the certificate(s) for any conversion of such Series C-1 C Preferred Stock at the office of the Corporation or at the office of the transfer agent for the Series C-1 Preferred Stock, which certificate(s), if the Corporation shall so request, shall be duly endorsed to the Corporation or in blank or accompanied by proper instruments of transfer to the Corporation or in blank (such endorsements or instruments of transfer to be in form satisfactory to the Corporation), and shall give written notice to the Corporation at said office that such holder elects to convert all or a part of the shares represented by said certificate(s) (or, in the case of the Series C-1 Mandatory Conversion, that such holder is surrendering the same) Shares in accordance with the terms of this Section 5(i)4, surrender certificates representing the Series C Preferred Shares to the Company’s Transfer Agent, and shall state in writing therein specify the name or names in which such holder wishes the certificate(s) certificate or certificates for Series C shares of Common Stock or other securities or property, as applicable, to be issued. Every such notice of election to convert shall constitute a contract between the holder of such Series C-1 Preferred Stock and the Corporation, whereby the holder of such Series C-1 Preferred Stock shall be deemed to subscribe for the amount of Series C Common Stock or other securities or property, as applicable, which In case such holder shall specify a name or names other than that of such holder, such notice shall be entitled accompanied by payment of all transfer taxes (if transfer is to receive a person or entity other than the holder thereof) payable upon conversion the issuance of shares of Common Stock in such name or names. As promptly as practicable, and, if applicable, after payment of all transfer taxes (if transfer is to a person or entity other than the holder thereof), the Company shall cause its Transfer Agent to deliver or cause to be delivered certificates representing the number of share(s) of Series C-1 Preferred Stock to be convertedvalidly issued, and, in satisfaction of such subscription, to deposit the share(s) of Series C-1 Preferred Stock to be converted, fully paid and thereby the Corporation shall be deemed to agree that the surrender of the nonassessable shares of Series C-1 Preferred Stock to be converted shall constitute full payment of such subscription for Series C Common Stock to be issued upon such conversion. The Corporation will as soon as practicable after such deposit of the certificate(s) for Series C-1 Preferred Stock, accompanied by the written notice and the statement above prescribed, issue and deliver at the office of the Corporation or of said transfer agent to the Person for whose account such Series C-1 Preferred Stock was so surrendered, or to his nominee(s) or, subject to compliance with applicable law, transferee(s), certificate(s) for the number of full share(s) of Series C Common Stock to which such the holder of the Series C Preferred Shares so converted shall be entitled. Such conversion, together with cash in lieu of any fraction of a share as hereinafter provided together with an amount in cash equal to the full amount of any cash dividend declared (or required to be declared) on the Series C-1 Preferred Stock whichextent permitted by law, as of the date of such conversion, remains unpaid (provided, that the Corporation will use commercially reasonable efforts to make such delivery within two Business Days after such deposit and such notice and statement). If surrendered certificate(s) for Series C-1 Preferred Stock are converted only in part, the Corporation will issue and deliver to the holder, or to his nominee(s), without charge therefor, new certificate(s) representing the aggregate of the unconverted shares. Such conversion shall be deemed to have been made effected as of the date of receipt by the Transfer Agent or the Company of any notice of conversion pursuant to this Section 4. Upon conversion of any shares of Series C Preferred Shares, such surrender shares shall cease to constitute shares of Series C Preferred Shares and shall represent shares of common stock into which they have been converted. In connection with the conversion of any shares of Series C Preferred Shares, no fractions of shares of Common Stock shall be issued, but the Company shall pay cash in lieu of such fractional interest in an amount equal to the product of the Conversion Price and such fractional interest. The Company shall at all times reserve and keep available out of its authorized Common Stock the full number of shares of Common Stock of the Company issuable upon the conversion of all outstanding shares of Series C Preferred Shares. In the event that the Company does not have a sufficient number of shares of authorized and unissued Common Stock necessary to satisfy the full conversion of the shares of Series C Preferred Shares, then the Company shall call and hold a meeting of the shareholders within thirty (30) calendar days of such occurrence for the sole purpose of increasing the number of authorized shares of Common Stock. The Company’s Board of Directors shall recommend to shareholders a vote in favor of such proposal and shall vote all shares held by them, in proxy or otherwise, in favor of such proposal. This remedy is not intended to limit the remedies available to the holders of the Series C-1 C Preferred Stock Shares, but is intended to be converted in addition to any other remedies, whether in contract, at law or date of the event that gives rise to the Series C-1 Mandatory Conversion; and the Person(s) entitled to receive the Series C Common Stock issuable upon conversion of such Series C-1 Preferred Stock shall be treated for all purposes as the record holder or holders of such Series C Common Stock on such datein equity.

Procedures for Conversion. Before (a) To convert a Security, a Holder must (i) complete and sign the conversion notice attached to a Security, (ii) surrender a Security to the Company or its Conversion Agent, (iii) furnish required endorsements and transfer documents and (iv) pay any holder transfer tax or similar tax if required. A Holder may convert a portion of Series C-1 Preferred Stock a Security only if the portion is $100 or an integral multiple of $100. (b) As promptly as practicable after the surrender of a Security for conversion, the Company shall be entitled deliver, to convert or upon the same into Series C written order of the Holder, certificates representing the number of fully paid and nonassessable shares of Common Stock (or, in into which the case of the Series C-1 Mandatory Conversion, before any holder of Series C-1 Preferred Stock so Security may be converted shall be entitled to receive certificate(s) evidencing the shares of Series C Common Stock or other securities or property, as applicable, issuable upon such conversion), such holder shall surrender the certificate(s) for such Series C-1 Preferred Stock at the office of the Corporation or at the office of the transfer agent for the Series C-1 Preferred Stock, which certificate(s), if the Corporation shall so request, shall be duly endorsed to the Corporation or in blank or accompanied by proper instruments of transfer to the Corporation or in blank (such endorsements or instruments of transfer to be in form satisfactory to the Corporation), and shall give written notice to the Corporation at said office that such holder elects to convert all or a part of the shares represented by said certificate(s) (or, in the case of the Series C-1 Mandatory Conversion, that such holder is surrendering the same) in accordance with the terms of this Section 5(i), and shall state in writing therein the name or names in which such holder wishes the certificate(s) for Series C Common Stock or other securities or property, as applicable, to be issued. Every such notice of election to convert shall constitute a contract between the holder of such Series C-1 Preferred Stock and the Corporation, whereby the holder of such Series C-1 Preferred Stock shall be deemed to subscribe for the amount of Series C Common Stock or other securities or property, as applicable, which such holder shall be entitled to receive upon conversion provisions of the number of share(s) of Series C-1 Preferred Stock to be converted, and, in satisfaction of such subscription, to deposit the share(s) of Series C-1 Preferred Stock to be converted, Security and thereby the Corporation shall be deemed to agree that the surrender of the shares of Series C-1 Preferred Stock to be converted shall constitute full payment of such subscription for Series C Common Stock to be issued upon such conversion. The Corporation will as soon as practicable after such deposit of the certificate(s) for Series C-1 Preferred Stock, accompanied by the written notice and the statement above prescribed, issue and deliver at the office of the Corporation or of said transfer agent to the Person for whose account such Series C-1 Preferred Stock was so surrendered, or to his nominee(s) or, subject to compliance with applicable law, transferee(s), certificate(s) for the number of full share(s) of Series C Common Stock to which such holder shall be entitled, together with cash in lieu of any fraction of a share as hereinafter provided together with an amount in cash equal to the full amount of any cash dividend declared (or required to be declared) on the Series C-1 Preferred Stock which, as of the date of such conversion, remains unpaid (provided, that the Corporation will use commercially reasonable efforts to make such delivery within two Business Days after such deposit and such notice and statement). If surrendered certificate(s) for Series C-1 Preferred Stock are converted only in part, the Corporation will issue and deliver to the holder, or to his nominee(s), without charge therefor, new certificate(s) representing the aggregate of the unconverted sharesthis Indenture. Such conversion shall be deemed to have been made as at the close of business on the date that a Security shall have been surrendered for conversion with a written notice of conversion duly executed in satisfactory form for conversion. At such time, the rights of the date Holder of a Security as such surrender of the Series C-1 Preferred Stock to be converted or date of the event that gives rise a Holder shall cease, and, subject to the Series C-1 Mandatory Conversion; and provisions of subsection (c) below, the Person(s) person or persons entitled to receive the Series C shares of Common Stock issuable upon conversion of such Series C-1 Preferred Stock a Security shall be treated for all purposes as having become the record holder or holders of such Series C shares of Common Stock at such time. Any such conversion shall be at the Conversion Price in effect at such time. Interest on the Security surrendered for conversion will accrue through the date that such Security has been duly surrendered for conversion and will be converted into Common Stock at the Conversion Price with the principal amount of the Security being surrendered. (c) Notwithstanding the above, if the stock transfer books of the Company shall be closed on the date of such surrender described in subsection (b) above, such surrender shall be effective at the close of business on the next succeeding day on which such stock transfer books are open. As of the close of business on such date.succeeding day, the person or persons entitled to receive such shares of Common Stock shall be deemed the record holder or holders thereof for all

Procedures for Conversion. Before any holder To convert this Note into BuildNet Common Stock, Payee must (i) give written notice to Maker of Series C-1 Preferred Stock shall be entitled Paye▇'▇ ▇xercise of its right to convert all or any portion of the same outstanding principal amount of this Note into Series C BuildNet Common Stock, specifying the principal amount hereof to be converted, (ii) if the BuildNet Common Stock (or, is to be registered in the case name of a person other than Payee, furnish to Maker the Series C-1 Mandatory Conversionname, before any holder address and social security or taxpayer identification number of Series C-1 Preferred Stock so converted shall be entitled such person, (iii) surrender this Note to receive certificate(s) evidencing the shares of Series C Common Stock or other securities or property, as applicable, issuable upon such conversion), such holder shall surrender the certificate(s) for such Series C-1 Preferred Stock Maker at the office of Maker described in Section 1.3 hereof, or to a stock registrar or conversion agent appointed by Maker, (iv) furnish appropriate endorsements or transfer documents as required by Maker or any stock registrar or conversion agent appointed by Maker, and (v) furnish such other information as Maker may reasonably require. Maker shall pay any and all documentary stamp or similar issue or transfer taxes payable to the Corporation United States of America or at the office any State of the United States of America, or any political subdivision thereof, in respect of the delivery to Maker of this Note for conversion or the issuance or delivery of BuildNet Common Stock upon conversion of this Note; provided, however, that Maker shall not be required to pay any tax that may be payable in respect of any transfer agent for involved in the Series C-1 Preferred Stockissuance or delivery of BuildNet Common Stock in a name other than that of Payee upon conversion, which certificate(s), if the Corporation shall so request, and no such issuance or delivery shall be duly endorsed made unless and until the person requesting such issuance has paid to Maker the amount of any such tax or has established, to the Corporation or in blank or accompanied by proper instruments satisfaction of transfer to the Corporation or in blank (such endorsements or instruments of transfer to be in form satisfactory to the Corporation), and shall give written notice to the Corporation at said office that such holder elects to convert all or a part of the shares represented by said certificate(s) (or, in the case of the Series C-1 Mandatory ConversionMaker, that such holder is surrendering tax has been paid. The date on which Payee satisfies all the same) in accordance with the terms requirements of this Section 5(i), and shall state in writing therein the name or names in which such holder wishes the certificate(s) for Series C Common Stock or other securities or property, as applicable, to be issued. Every such notice of election to convert shall constitute a contract between the holder of such Series C-1 Preferred Stock and the Corporation, whereby the holder of such Series C-1 Preferred Stock 2.4 shall be deemed to subscribe for the amount of Series C Common Stock or other securities or property, as applicable, which such holder shall be entitled to receive upon conversion of the number of share(s) of Series C-1 Preferred Stock to be converted, and, in satisfaction of such subscription, to deposit the share(s) of Series C-1 Preferred Stock to be converted, and thereby the Corporation shall be deemed to agree that the surrender of the shares of Series C-1 Preferred Stock to be converted shall constitute full payment of such subscription for Series C Common Stock to be issued upon such conversion. The Corporation will as "Conversion Date." As soon as practicable after such deposit of the certificate(s) for Series C-1 Preferred Stockis practical thereafter, accompanied Maker shall deliver, directly or through any stock registrar or conversion agent appointed by the written notice and the statement above prescribedMaker, issue and deliver at the office of the Corporation or of said transfer agent to the Person for whose account such Series C-1 Preferred Stock was so surrendered, or to his nominee(s) or, subject to compliance with applicable law, transferee(s), certificate(s) a certificate for the number of full share(s) number of Series C Common Stock to which such holder shall be entitled, together with cash in lieu shares of any fraction of a share as hereinafter provided together with an amount in cash equal to the full amount of any cash dividend declared (or required to be declared) on the Series C-1 Preferred Stock which, as of the date of such conversion, remains unpaid (provided, that the Corporation will use commercially reasonable efforts to make such delivery within two Business Days after such deposit and such notice and statement). If surrendered certificate(s) for Series C-1 Preferred Stock are converted only in part, the Corporation will issue and deliver to the holder, or to his nominee(s), without charge therefor, new certificate(s) representing the aggregate of the unconverted shares. Such conversion shall be deemed to have been made as of the date of such surrender of the Series C-1 Preferred Stock to be converted or date of the event that gives rise to the Series C-1 Mandatory Conversion; and the Person(s) entitled to receive the Series C BuildNet Common Stock issuable upon such conversion of and a check for any fractional share. The certificate for such Series C-1 Preferred Stock shares shall be legended with such securities law restrictions on transfer as may then be applicable. From and after the Conversion Date the person in whose name the certificate is registered shall be treated for as a shareholder of record and shall enjoy all purposes as the record holder or holders of such Series C rights, privileges, and preferences and shall be subject to all terms, conditions, and limitations applicable to BuildNet Common Stock on such datepursuant to Maker's Articles of Incorporation, as amended, and Bylaws.