Common use of Right to Convert Clause in Contracts

Right to Convert. Each share of Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof and, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the Conversion Price (as hereinafter defined) per share in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial Conversion Price of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such series.

Right to Convert. Each share of Preferred Stock shall be convertible convertible, without payment of additional consideration, into shares of Common Stock without the payment of any additional consideration by the holder thereof andStock, at the option of the holder thereof, at any time after the date of issuance of such share, share at the office of this corporation the Company or any transfer agent for the Preferred Stock. Each share of Series A Preferred Stock shall be converted into that number of fully-paid and nonassessable shares of Common Stock that is determined by dividing $1.00 by the appropriate Conversion Price (as hereinafter defined). Each share of Series B Preferred Stock shall be convertible into the that number of fully paid and nonassessable shares of Common Stock which results from that is determined by dividing $3.00 by the appropriate Conversion Price (as hereinafter defined) per ). Each share in effect for each series of Series C Preferred Stock at shall be convertible into that number of fully paid and nonassessable shares of Common Stock that is determined by dividing $6.00 by the time of conversion into the per share appropriate Conversion Value Price (as hereinafter defined) ). Each share of such seriesSeries D Preferred Stock shall be convertible into that number of fully paid and nonassessable shares of Common Stock that is determined by dividing $3.76 by the appropriate Conversion Price (as hereinafter defined). Each share of Series E Preferred Stock shall be convertible into that number of fully paid and nonassessable shares of Common Stock that is determined by dividing $5.00 by the appropriate Conversion Price (as hereinafter defined). The initial per share Conversion Price of for the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series A Preferred Stock 2.00, and shall be Ninety-One Cents ($0.91) (subject to adjustment as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock)provided herein. The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock 6.00, and shall be Ninety-One Cents ($0.91) (subject to adjustment as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock)provided herein. The initial Conversion Price of for the Series A Preferred Stock, the Series A-1 C Preferred Stock shall be $7.52, and the Series B Preferred Stock shall be subject to adjustment from time to time as provided belowherein. The initial Conversion Price for the Series D Preferred Stock shall be $7.52, and shall be subject to adjustment as provided herein. The initial Conversion Price for the terms of Section 4(g) hereof Series E Preferred Stock shall be $10.00, and shall be subject to adjustment as provided herein. (The number of shares of Common Stock into which a each share of Preferred Stock is convertible may be converted is hereinafter referred to as the “Conversion Rate” of "CONVERSION RATE" for each such series.) Upon any decrease or increase in the Conversion Price or the Conversion Rate for a series, as described in this Section 4, the Conversion Rate or Conversion Price for such series, as the case may be, shall be appropriately increased or decreased.

Right to Convert. Each share of Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof and---------------- convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this corporation the Corporation or any transfer agent for the Preferred Stock and shall be convertible Stock, into the such number of fully paid and nonassessable shares of Common Stock which results from as is determined: in the case of the Series A Preferred, by dividing $0.90446 by the Series A Conversion Price (Price, determined as hereinafter defined) per share provided, in effect for each series of Preferred Stock at the time of conversion into the per share conversion; in the case of the Series B Preferred, by dividing $3.4665 by the Series B Conversion Value (Price, determined as hereinafter defined) provided, in effect at the time of such seriesthe conversion; and in the case of Series C Preferred, by dividing $3.4665 by the Series C Conversion Price, determined as hereinafter provided, in effect at the time of the conversion. The initial per share Conversion Price price at which shares of Common Stock shall be deliverable upon conversion of the Series A Preferred (the "Series A Conversion Price") shall initially be $0.90446 per share of Common Stock. The price at which shares of Common Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price deliverable upon conversion of the Series B Preferred (the "Series B Conversion Price") shall initially be $3.4665 per share of Common Stock. The price at which shares of Common Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value deliverable upon conversion of the Series B C Preferred Stock (the "Series C Conversion Price") shall initially be Ninety-One Cents ($0.91) (3.4665 per share of Common Stock. The term "Conversion Price," as adjusted for stock splits, stock dividends, recapitalization and similar events relating used herein shall refer to the Series B Preferred Stock). The initial respective Conversion Price of the Series A each series of Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock . Each such Conversion Price shall be subject to adjustment from time to time as provided belowhereinafter provided. Upon conversion, subject all declared and unpaid dividends on the Preferred Stock shall be paid, to the terms of Section 4(g) hereof The number of extent funds are legally available therefor, either in cash or in shares of Common Stock into which a share of Preferred the Corporation, at the election of the Corporation, wherein the shares of Common Stock is convertible is hereinafter referred to as shall be valued at the “Conversion Rate” fair market value at the time of such seriesconversion, as determined in good faith by the Board.

Right to Convert. (a) Each share of Series B Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof andconvertible, at the option of the holder thereofthereof upon exercise in accordance with Section 4.1(b), at any time after without the date payment of issuance of additional consideration, into such share, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from as is determined by dividing the Original Issue Price by the Series B Conversion Price (as hereinafter defineddefined below) per share in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such seriesconversion. The "Series B Conversion Price" shall initially be equal to $0.31755. Such initial per share Series B Conversion Price Price, and the rate at which shares of the Series A B Preferred Stock may be converted into shares of Common Stock, shall be Ninety-One Cents subject to adjustment as provided below. ($0.91). The per share Conversion Value b) A record holder of the shares of Series A B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to may effect the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined optional conversion thereof in accordance with Section 4(g4.1(a) hereofby making a written demand for such conversion (a "Series B Conversion Demand") upon the Company at its principal executive offices that sets forth (i) the number of shares of Series B Preferred Stock to be converted; and (ii) the proposed date of such conversion, which shall be a Business Day not less than 5 Business Days after the date of such Series B Conversion Demand (the "Series B Conversion Date"). The per share Series B Conversion Value of Demand shall be accompanied by the certificate representing such shares or, if such certificate has been lost or stolen, a lost stock certificate affidavit and indemnification agreement in form and substance satisfactory to the Company and, if the Company shall so request, evidence that such holder shall have posted a bond satisfactory to the Company. As soon as practicable after the Series A-1 B Conversion Date, the Company shall issue and deliver to such holder a certificate for the number of shares of Common Stock issuable upon such conversion in accordance with the provisions hereof (rounded down to the nearest whole share). Upon surrender of a certificate representing Series B Preferred Stock to be converted in part, the Company shall after the Series B Conversion Date issue a certificate representing the number of full shares of Series B Preferred Stock not so converted. (c) All outstanding shares of Series B Preferred Stock to be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating converted pursuant to the Series A Preferred B Conversion Demand shall, on the Series B Conversion Date, be converted into Common Stock for all purposes. On and after the Series A-1 Preferred Stock). The initial per share B Conversion Price Date, (i) no such shares of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value deemed to be outstanding or be transferable on the books of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted Company or the stock transfer agent, if any, for stock splits, stock dividends, recapitalization and similar events relating to the such shares of Series B Preferred Stock). The initial Conversion Price , and (ii) the holder of such shares, as such, shall not be entitled to receive any dividends or other distributions, to receive notices or to vote such shares or to exercise or to enjoy any other powers, preferences or rights in respect thereof, other than the right, upon surrender of the Series A Preferred Stockcertificate representing such shares, to receive a certificate for the Series A-1 Preferred Stock and the Series B Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such seriesshares shall have been converted.

Right to Convert. Each share of the Series A Cumulative Convertible Preferred Stock Shares shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof and, at the option of the each holder thereof, thereof at any time after the date of issuance of such sharein accordance with, at the office of and subject to, this corporation or any transfer agent for the Preferred Stock and shall be convertible Section 7 into the a number of fully paid and nonassessable non-assessable shares of Voting Common Stock which results from dividing (as such shares shall then be constituted) equal to the Conversion Price (as hereinafter defined) per share Rate in effect for each series of Preferred Stock at such time. Notwithstanding the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price foregoing, if any shares of the Series A Cumulative Convertible Preferred Stock Shares are to be redeemed pursuant to Section 6, such conversion right shall be Ninety-One Cents ($0.91). The per share Conversion Value cease and terminate, as to the shares of the Series A Cumulative Convertible Preferred Stock Shares to be redeemed, at 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date, unless the Corporation shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to default in the Series A Preferred Stock). The initial per share Conversion Price payment of the Series A-1 Preferred Redemption Price therefor, as provided herein. If the Corporation is a party to a consolidation, merger, amalgamation, binding share exchange or other transaction pursuant to which shares of Voting Common Stock shall would be determined converted into cash, securities or other property as set forth in accordance with Section 4(g) hereof. The per 10, each share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial Conversion Price of the Series A Cumulative Convertible Preferred StockShares may be surrendered for conversion at any time from and after the date that is 30 days prior to the anticipated effective date of the transaction until the Conversion Transaction Expiration Date in respect of such transaction and. at the effective time of the transaction, the right to convert Series A-1 A Cumulative Convertible Preferred Stock and the Series B Preferred Shares into shares of Voting Common Stock shall be subject changed into a right to adjustment from time to time as provided belowconvert such Series A Cumulative Convertible Preferred Shares into the kind and amount of cash, subject securities or other property of the Corporation or another Person that the holder would have received if such holder had converted such Series A Cumulative Convertible Preferred Shares immediately prior to the terms of Section 4(g) hereof The number of transaction. Upon such change, all references herein to shares of Voting Common Stock into which a share of Preferred Stock is convertible is hereinafter referred shall be references to such cash, securities or other property in each case as the “Conversion Rate” of such seriescontext requires.

Right to Convert. Each share of Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof and, at the option of the holder thereof, at any time after the date of issuance of such share, share at the office of this corporation the Corporation or any transfer agent for the Preferred Stock. Each share of each series of Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the Conversion Price (as hereinafter defined) per share in effect for each such series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The Upon the filing of this Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, the initial Conversion Price per share Conversion Price of the Series A Preferred Stock, Series A1 Preferred Stock, Series B Preferred Stock, Series B1 Preferred Stock, Series C Preferred Stock and Series C1 Preferred Stock shall be Ninety-One Cents ($0.91)1.00, $1.00, $4.00, $4.00, $6.00 and $6.00, respectively. The per share Conversion Value of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splitsStock, stock dividends, recapitalization and similar events relating to the Series A A1 Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock), the Series B1 Preferred Stock, the Series C Preferred Stock and the Series C1 Preferred Stock shall be $1.00, $1.00, $4.00, $4.00, $6.00 and $6.00, respectively. The initial Conversion Price of the Series A Preferred Stock, the Series A-1 A1 Preferred Stock, the Series B Preferred Stock, the Series B1 Preferred Stock, the Series C Preferred Stock and the Series B C1 Preferred Stock shall be subject to adjustment adjustments from time to time as provided below, subject to the terms of Section 4(g) hereof . The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “"Conversion Rate” " of such series.

Right to Convert. (a) Each share of Series A Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof andconvertible, at the option of the holder thereofthereof upon exercise in accordance with Section 4.1(b), at any time after without the date payment of issuance of additional consideration, into such share, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from as is determined by dividing the Original Issue Price by the Series A Conversion Price (as hereinafter defineddefined below) per share in effect for each series of Preferred Stock at the time of conversion. The "Series A Conversion Price" shall initially be equal to $0.31755. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. (b) A record holder of shares of Series A Preferred Stock may effect the optional conversion into thereof in accordance with Section 4.1(a) by making a written demand for such conversion (a "Series A Conversion Demand") upon the per share Conversion Value Company at its principal executive offices that sets forth (as hereinafter definedi) the number of shares of Series A Preferred Stock to be converted; and (ii) the proposed date of such seriesconversion, which shall be a Business Day not less than 5 Business Days after the date of such Series A Conversion Demand (the "Series A Conversion Date"). The initial per share Series A Conversion Price Demand shall be accompanied by the certificate representing such shares or, if such certificate has been lost or stolen, a lost stock certificate affidavit and indemnification agreement in form and substance satisfactory to the Company and, if the Company shall so request, evidence that such holder shall have posted a bond satisfactory to the Company. As soon as practicable after the Series A Conversion Date, the Company shall issue and deliver to such holder a certificate for the number of shares of Common Stock issuable upon such conversion in accordance with the provisions hereof (rounded down to the nearest whole share). Upon surrender of a certificate representing Series A Preferred Stock to be converted in part, the Company shall after the Series A Conversion Date issue a certificate representing the number of full shares of Series A Preferred Stock not so converted. (c) All outstanding shares of Series A Preferred Stock to be converted pursuant to the Series A Conversion Demand shall, on the Series A Conversion Date, be converted into Common Stock for all purposes. On and after the Series A Conversion Date, (i) no such shares of Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value deemed to be outstanding or be transferable on the books of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted Company or the stock transfer agent, if any, for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial per share Conversion Price such shares of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial Conversion Price of the Series A Preferred Stock, and (ii) the Series A-1 Preferred Stock and holder of such shares, as such, shall not be entitled to receive any dividends or other distributions, to receive notices or to vote such shares or to exercise or to enjoy any other powers, preferences or rights in respect thereof, other than the Series B Preferred Stock shall be subject right, upon surrender of the certificate representing such shares, to adjustment from time to time as provided below, subject to receive a certificate for the terms of Section 4(g) hereof The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such seriesshares shall have been converted.

Right to Convert. Each (i) Subject to subsection 5(c), each outstanding share of Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof andconvertible, at the option of the holder thereof, thereof at any time after the date of issuance of such shareshare (and on or prior to the fifth day prior to the Redemption Date, if any, as may have been fixed in any Redemption Notice), at the office of this corporation Corporation or any transfer agent for the such series of Preferred Stock and shall be convertible Stock, into the such number of fully paid and nonassessable shares of Common Stock which results from as is determined by dividing the Original Series A Issue Price, the Original Series B Issue Price, the Original Series C Issue Price, the Original Series D Issue Price and the Original Series E Issue Price, respectively, by the Conversion Price (as hereinafter defined) per share at the time in effect for each such series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) or shares of such series. The initial Conversion Price per share Conversion Price for shares of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Original Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splitsIssue Price, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Original Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Issue Price, the Original Series C Issue Price, the Original Series D Issue Price and the Original Series E Issue Price, respectively, provided, however, that the Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted Prices for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial Conversion Price of the Series A Preferred Stock, the Series A-1 B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series B E Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms set forth in subsection 5(c). (ii) Each outstanding share of Section 4(g) hereof The number of Preferred Stock shall automatically be converted into shares of Common Stock into at the Conversion Price at the time in effect for such shares immediately upon: (A) the closing of this Corporation's sale of its Common Stock in a bona fide, firm commitment underwritten public offering registered under the Securities Act of 1933, as amended (the "Securities Act"), which results in aggregate gross offering proceeds to this Corporation of at least $15,000,000, at a public offering price of not less than $7.50 per share (adjusted to reflect subsequent stock dividends, stock splits or recapitalizations) (a "Qualifying Public Offering"); or (B) the approval of (i) holders of at least 75% of the then outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock is convertible is hereinafter referred to and Series E Preferred Stock, voting together as a single class and (ii) holders of not less than 60% of the “Conversion Rate” of such seriesSeries D Preferred Stock voting as a class.

Right to Convert. Each share of Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof and---------------- convertible, at the option of the holder thereof, at any time after the date of issuance of such share, share at the office of this corporation the Corporation or any transfer agent for the Preferred Stock. Each share of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the Conversion Price (as hereinafter defined) per share in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial Conversion Price per share Conversion Price of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The 0.33 and the per share Conversion Value of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to 0.33; the Series A Preferred Stock). The initial Conversion Price per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The 0.50 and the per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to 0.50; the Series B Preferred Stock). The initial Conversion Price per share of the Series A Preferred Stock, the Series A-1 C Preferred Stock shall be $1.30 and the per share Conversion Value of Series B C Preferred Stock shall be $1.30; the initial Conversion Price per share of Series D Preferred Stock shall be $1.65 and the per share Conversion Value of Series D Preferred Stock shall be $1.65; the initial Conversion Price per share of Series E Preferred Stock shall be $4.25 and the per share Conversion Value of Series E Preferred Stock shall be $4.25; and the initial Conversion Price per share of Series F Preferred Stock shall be $10.00 and the per share Conversion Value of Series F Preferred Stock shall be $10.00. The Conversion Price of each series shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof . The number of shares of Common Stock into which a share series of Preferred Stock is convertible is hereinafter referred to as the “"Conversion Rate” " of such series.

Right to Convert. Each share of Preferred Stock shall be convertible convertible, without payment of additional consideration, into shares of Common Stock without the payment of any additional consideration by the holder thereof andStock, at the option of the holder thereof, at any time after the date of issuance of such share, share at the office of this corporation the Company or any transfer agent for the Preferred Stock. Each share of Series A Preferred Stock shall be converted into that number of fully-paid and nonassessable shares of Common Stock that is determined by dividing $1.00 by the appropriate Conversion Price (as hereinafter defined). Each share of Series B Preferred Stock shall be convertible into the that number of fully paid and nonassessable shares of Common Stock which results from that is determined by dividing $3.00 by the appropriate Conversion Price (as hereinafter defined) per ). Each share in effect for each series of Series C Preferred Stock at shall be convertible into that number of fully paid and nonassessable shares of Common Stock that is determined by dividing $6.00 by the time of conversion into the per share appropriate Conversion Value Price (as hereinafter defined) ). Each share of such seriesSeries D Preferred Stock shall be convertible into that number of fully paid and nonassessable shares of Common Stock that is determined by dividing $3.76 by the appropriate Conversion Price (as hereinafter defined). Each share of Series E Preferred Stock shall be convertible into that number of fully paid and nonassessable shares of Common Stock that is determined by dividing $5.00 by the appropriate Conversion Price (as hereinafter defined). The initial per share Conversion Price of for the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series A Preferred Stock 1.00, and shall be Ninety-One Cents ($0.91) (subject to adjustment as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock)provided herein. The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock 3.00, and shall be Ninety-One Cents ($0.91) (subject to adjustment as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock)provided herein. The initial Conversion Price of for the Series A Preferred Stock, the Series A-1 C Preferred Stock shall be $3.76, and the Series B Preferred Stock shall be subject to adjustment from time to time as provided belowherein. The initial Conversion Price for the Series D Preferred Stock shall be $3.76, and shall be subject to adjustment as provided herein. The initial Conversion Price for the terms of Section 4(g) hereof Series E Preferred Stock shall be $5.00, and shall be subject to adjustment as provided herein. (The number of shares of Common Stock into which a each share of Preferred Stock is convertible may be converted is hereinafter referred to as the “"Conversion Rate” of " for each such series.) Upon any decrease or increase in the Conversion Price or the Conversion Rate for a series, as described in this Section 4, the Conversion Rate or Conversion Price for such series, as the case may be, shall be appropriately increased or decreased.

Right to Convert. Each share of Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof and, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the per share Conversion Value (as hereinafter defined) of each series of Preferred Stock at the time of conversion by the Conversion Price (as hereinafter defined) per share in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price of the Series A Preferred Stock shall be NinetyNine and One-One Tenth Cents ($0.910.091). The per share Conversion Value of the Series A Preferred Stock shall be NinetyNine and One-One Tenth Cents ($0.910.091) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereofNine and One-Tenth Cents ($0.091). The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Nine and One-Tenth Cents ($0.910.091) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be NinetyNine and One-One Tenth Cents ($0.910.091). The per share Conversion Value of the Series B Preferred Stock shall be NinetyNine and One-One Tenth Cents ($0.910.091) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial per share Conversion Price of the Series A B-1 Preferred Stock shall be Nine and One-Tenth Cents ($0.091). The per share Conversion Value of the Series B-1 Preferred Stock shall be Nine and One-Tenth Cents ($0.091) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B-1 Preferred Stock, the Series A-1 Preferred Stock and the Series B ). The initial Conversion Price of each series of Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g4(e) hereof hereof. The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such series.

Right to Convert. Each share of Series A Preferred Stock and Series A-1 Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof and, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the Conversion Price (as hereinafter defined) per share in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be NinetyA-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B I Preferred Stock). The initial Conversion Price of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B A-1 Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof hereof. The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such series.

Right to Convert. Each Subject to the terms and conditions of this paragraph 5, the holder of any share or shares of Series A Convertible Preferred Stock shall be convertible into have the right, at its option at any time, to convert any such shares of Common Series A Convertible Preferred Stock without (except that upon any liquidation of the Corporation the right of conversion shall terminate at the close of business on the business day fixed for payment of any additional consideration by the holder thereof and, at amounts distributable on the option of the holder thereof, at any time after the date of issuance of Series A Convertible Preferred Stock) into such share, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing as is obtained by (i) multiplying the Conversion Price (as hereinafter defined) per share in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial Conversion Price of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof The number of shares of Common Stock into which a share of Series A Convertible Preferred Stock is convertible is hereinafter so to be converted by $6.3868 and (ii) dividing the result by the conversion price of $6.3868 per share or in case an adjustment of such price has taken place pursuant to the further provisions of this paragraph 5, then by the conversion price as last adjusted and in effect at the date any share or shares of Series A Convertible Preferred Stock are surrendered for conversion (such price, or such price as last adjusted, being referred to as the “Series A Conversion Rate” Price”). Such rights of conversion shall be exercised by the holder thereof by giving written notice that the holder elects to convert a stated number of shares of Series A Convertible Preferred Stock into Common Stock and by surrender of a certificate or certificates for the shares so to be converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holders of the Series A Convertible Preferred Stock) at any time during its usual business hours on the date set forth in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued. Notwithstanding any other provisions hereof, if a conversion of Series A Convertible Preferred Stock is to be made in connection with any transaction affecting the Corporation, the conversion of any shares of Series A Convertible Preferred Stock, may, at the election of the holder thereof, be conditioned upon the consummation of such seriestransaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated, subject in all events to the terms hereof applicable to such transaction.

Right to Convert. (i) Each share of Series I Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof andconvertible, at the option of the holder thereof, at any time after and from time to time, and without the date payment of issuance of additional consideration by the holder thereof, into such share, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Class A Common Stock which results from as is determined by dividing (x) the Original Issue Price by (y) the Series I Conversion Price (as hereinafter defineddefined below) per share in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price of the Series A Preferred Stock shall be Ninety-One Cents ($0.91a “Voluntary Conversion”). The per share Series I Conversion Value Price shall initially be $0.44. The Series I Conversion Price, and the rate at which shares of the Series A I Preferred Stock shall may be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series converted into shares of Class A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial Conversion Price of the Series A Preferred Common Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock shall be subject to adjustment as provided below. (ii) To complete a Voluntary Conversion of shares of Series I Preferred Stock the holder thereof shall deliver to the Corporation at its principal office (A) a completed and executed notice of conversion substantially in the form attached hereto as Exhibit A (the “Conversion Notice”) and (B) the certificate representing the shares of Series I Preferred Stock to be so converted. The Corporation shall, within three (3) trading days following the date of receipt by the Corporation of the executed Conversion Notice and such share certificate, direct its transfer agent to issue and deliver, in accordance with the Stockholder Instructions, the number of shares of Class A Common Stock to which the holder shall be entitled. In the event that any such conversion is for a portion of the shares of Series I Preferred Stock represented by the share certificate surrendered for conversion, the Corporation shall issue and deliver to the holder (to the address of such holder on the books and records of the Corporation) promptly after such conversion a new share certificate representing the remainder of the shares of Series I Preferred Stock. (iii) All shares of Series I Preferred Stock which shall have been converted as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate on the date the Conversion Notice is received by the Corporation, except only the right of the holders thereof to receive shares of Class A Common Stock in exchange therefor. Any shares of Series I Preferred Stock so converted shall be retired and cancelled and shall not be reissued, and the Corporation (without the need for stockholder action) may from time to time take such appropriate action as provided below, subject may be necessary to reduce the terms of Section 4(g) hereof The authorized number of shares of Common Stock into which a share of Series I Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such seriesaccordingly.

Right to Convert. Each share In addition to and without limiting the rights ---------------- of Preferred Stock the holder under the terms of this Warrant, the holder shall be convertible have the right to convert this Warrant or any portion thereof (the "Conversion Right") into shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the "Converted Warrant Shares"), the Company shall deliver to the holder (without the payment of any additional consideration by the holder thereof and, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this corporation exercise price or any transfer agent for the Preferred Stock and shall be convertible into the cash or other consideration) that number of shares of fully paid and nonassessable Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A --------- Y Where: X = the number of shares of Series Preferred (or Common Stock which results from dividing if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Price Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined) per share in effect for each series ). For purposes of Preferred Stock at Section 9 of this Warrant, shares issued pursuant to the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price of the Series A Preferred Stock Right shall be Ninety-One Cents ($0.91). The per share Conversion Value treated as if they were issued upon the exercise of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial Conversion Price of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such seriesthis Warrant.

Right to Convert. Each share of (i) Any Series E Preferred Stock Stockholder shall be convertible into shares of Common Stock without have the payment of any additional consideration by the holder thereof and, at the option of the holder thereofright, at any time after or from time to time, prior to the date Closing Date to convert any or all of issuance its shares of such share, at the office of this corporation or any transfer agent for the Series E Preferred Stock and shall be convertible into the that number of fully paid and nonassessable shares of Common Stock which results from dividing for each share of Series E Preferred Stock so converted equal to the quotient of the Series E Preferred Original Purchase Price divided by the Series E Preferred Conversion Price (as hereinafter definedlast adjusted and then in effect) per share in effect for each series rounded to the nearest one-tenth of a share. (a) Any Series E Preferred Stock at that remains unconverted on the time of conversion into Closing Date shall be automatically converted without notice and without any action on the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price part of the holder thereof into shares of Common Stock on the Closing Date in accordance with the preceding sentence. After the Closing Date all rights of holders of shares of Series A E Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the with respect to Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A E Preferred Stock). The initial per share Conversion Price , except the right to receive shares of the Series A-1 Preferred Common Stock shall be determined in accordance with this Section E.7(a)(ii)(a) and any accrued but unpaid dividends and any declared but unpaid dividends as in accordance with Section 4(gE.7(a)(ii)(c) hereof. The per share Conversion Value , shall cease and the shares of the Series A-1 E Preferred Stock shall no longer be Ninety One Cents deemed to be outstanding, whether or not the Corporation has received the certificates representing such shares. ($0.91b) The Corporation shall promptly send by first- class mail, postage prepaid, to each Series E Preferred Stockholder at such holder's address appearing on the Corporation's records a copy of (as adjusted for stock splits, stock dividends, recapitalization i) each registration statement filed by the Corporation under the Securities Act and similar events relating each amendment thereof and each exhibit and schedule thereto and (ii) each order of the Securities and Exchange Commission declaring any such registration statement to the be effective. (c) Holders of Series A E Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial Conversion Price of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof The number of converted into shares of Common Stock into which a share pursuant to this Section E.7 shall be entitled to payment of any accrued but unpaid cumulative dividend and any declared but unpaid dividends payable with respect to such shares of Series E Preferred Stock is convertible is hereinafter referred Stock, up to and including the Conversion Date or the Closing Date, as the “Conversion Rate” of such seriescase may be.

Right to Convert. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series J Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock and Series D-1 Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof andconvertible, at the option of the holder thereof, at any time after the date of issuance of such shareshare and, in the case of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock and Series D-1 Preferred Stock, on or prior to the fifth day prior to the Redemption Date, if any, as may have been fixed in the Redemption Notice, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible such stock, into the such number of fully paid and nonassessable shares of Common Stock which results from as is determined by dividing (i) the Original Series A Issue Price for each share of Series A Preferred Stock, (ii) the Original Series B Issue Price for each share of Series B Preferred Stock, (iii) the Original Series C Issue Price for each share of Series C Preferred Stock, (iv) the Original Series D Issue Price for each share of Series D Preferred Stock, (v) $0.10 for each share of Series J Preferred Stock (the "Original Series J Issue Price"), (vi) the Original Series Z Issue Price for each share of Series Z Preferred Stock, (vii) the Original Series A-1 Issue Price for each share of Series A-1 Preferred Stock, (viii) the Original Series B-1 Issue Price for each share of Series B-1 Preferred Stock, (ix) the Original Series C-1 Issue Price for each share of Series C-1 Preferred Stock and (x) the Original Series D-1 Issue Price for each share of Series D-1 Preferred Stock, in each case by the Conversion Price (as hereinafter defined) per share at the time in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such seriesshare. The initial Conversion Price per share Conversion Price for shares of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Original Series A Issue Price, for shares of Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted the Original Series B Issue Price, for stock splitsshares of Series C Preferred Stock shall be the Original Series C Issue Price, stock dividendsfor shares of Series D Preferred Stock shall be the Original Series D Issue Price, recapitalization and similar events relating to for shares of Series J Preferred Stock shall be the Original Series A J Issue Price, for shares of Series Z Preferred Stock). The initial per share Conversion Price Stock shall be the Original Series Z Issue Price, for shares of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Original Series A-1 Issue Price, for shares of Series B-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted the Original Series B-1 Issue Price, for stock splits, stock dividends, recapitalization and similar events relating to the shares of Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B C-1 Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value the Original Series C-1 Issue Price and for shares of the Series B D-1 Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splitsthe Original Series D-1 Issue Price; provided, stock dividendshowever, recapitalization and similar events relating to that the Series B Preferred Stock). The initial Conversion Price of for the Series A Preferred Stock, the Series A-1 B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and the Series Z Preferred Stock shall each be subject to adjustment as set forth in subsections 4(d) and 4(e) of this Division B of Article III and the Conversion Price for the Series J Preferred Stock, the Series A-1 Preferred Stock, the Series B-1 Preferred Stock, the Series C-1 Preferred Stock and the Series D-1 Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms set forth in subsection 4(e) of Section 4(g) hereof The number this Division B of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such seriesArticle III.

Right to Convert. Each (i) Subject to subsection (c), each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof andconvertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this corporation or any transfer agent for the particular series of Preferred Stock and shall be convertible Stock, into the such number of fully paid and nonassessable shares of Common Stock which results from as is determined by dividing (A) the Original Series A Issue Price for each share of Series A Preferred Stock, (B) the Original Series B Issue Price for each share of Series B Preferred Stock, (C) the Original Series C Issue Price for each share of Series C Preferred Stock and (D) the Original Series D Issue Price for each share of Series D Preferred Stock, plus all declared but unpaid dividends thereon for each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock, by the Conversion Price (as hereinafter defined) per share at the time in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such seriesshare. The initial Conversion Price per share Conversion Price for shares of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The the Original Series A Issue Price, the initial Conversion Price per share for shares of Series B Preferred Stock shall be the Original Series B Issue Price, the initial Conversion Value Price per share for shares of Series C Preferred Stock shall be the Original Series C Issue Price and the initial Conversion Price per share for shares of Series D Preferred Stock shall be the Original Series D Issue Price; provided, however, that the Conversion Price for the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock shall be Ninety-One Cents subject to adjustment as set forth in subsection 3(c). (ii) Each share of Series A Preferred Stock and Series B Preferred Stock shall automatically be converted into shares of Common Stock at the Conversion Price at the time in effect for such shares immediately upon the earlier of (A) the consummation of the corporation's sale of its Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), the public offering price of which was not less than $0.91) 10.00 per share (as adjusted subject to appropriate adjustments for stock splits, stock dividends, recapitalization combinations or other recapitalizations) and similar events relating to $15,000,000 in the aggregate or (B) the date upon which the corporation obtains the written consent of the holders of a majority of the then outstanding shares of Series A Preferred Stock). The initial per Stock and Series B Preferred Stock voting together as a single class on an as converted basis. (iii) Each share Conversion Price of the Series A-1 C Preferred Stock and Series D Preferred Stock shall automatically be determined converted into shares of Common Stock at the Conversion Price at the time in accordance with Section 4(geffect for such shares immediately upon the earlier of (A) hereof. The the consummation of the corporation's sale of its Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), the public offering price of which was not less than $10.00 per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted subject to appropriate adjustments for stock splits, stock dividends, recapitalization combinations or other recapitalizations) and similar events relating to $15,000,000 in the aggregate or (B) the date upon which the corporation obtains the written consent of the holders of a majority of the then outstanding shares of Series A C Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B D Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (voting together as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial Conversion Price of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock shall be subject to adjustment from time to time a single class on an as provided below, subject to the terms of Section 4(g) hereof The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such seriesconverted basis.

Right to Convert. Each share of 6.14.1.1. Any Series B Preferred Stock Stockholder shall be convertible into shares of Common Stock without have the payment of any additional consideration by the holder thereof and, at the option of the holder thereofright, at any time after or from time to time, prior to the closing date of issuance the Corporation's first Underwritten Offering in which all of such share, at the office then outstanding shares of this corporation or any transfer agent for the Series A Preferred Stock and shall be convertible are converted in connection therewith, to convert any or all of its shares of Series B Preferred Stock into the that number of fully paid and nonassessable shares of Common Stock which results from dividing the Conversion Price (as hereinafter defined) per share in effect for each series share of Series B Preferred Stock at equal to the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price quotient of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of B Liquidation Preference divided by the Series A B Preferred Stock shall be Ninety-One Cents Conversion Price for that share ($0.91as defined in Section B.4(d)) (as last adjusted for stock splits, stock dividends, recapitalization and similar events relating then in effect) rounded to one-tenth of a share. 6.14.1.2. Any Series B Preferred Stock that remains unconverted on such closing date shall be automatically converted without notice and without any action on the Series A Preferred Stock). The initial per share Conversion Price part of the Series A-1 Preferred holder thereof into shares of Common Stock shall be determined on the closing date in accordance with Section 4(g) hereofB.4(a)(i). The per share Conversion Value After the closing date all rights of the holders of shares of Series A-1 B Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating with respect to the Series A Preferred Stock and Series A-1 B Preferred Stock). The initial per share Conversion Price , except the right to receive shares of Common Stock in accordance with this Section B.4, shall cease and the shares of Series B Preferred Stock shall no longer be Ninety-One Cents ($0.91)deemed to be outstanding, whether or not the Corporation has received the certificates representing such shares. The per share Conversion Value Corporation shall promptly send by first-class mail, postage prepaid, to each Series B Preferred Stockholder at such holder's address appearing on the Corporation's records a copy of (i) each registration statement filed by the Corporation under the Securities Act and each amendment thereof and each exhibit and schedule thereto and (ii) each order of the Securities and Exchange Commission declaring any such registration statement to be effective. Holders of Series B Preferred Stock converted into shares of Common Stock pursuant to this Section B.4 shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating entitled to the payment of any declared but unpaid dividends payable with respect to such shares of Series B Preferred Stock). The initial Conversion Price of the Series A Preferred Stock, the Series A-1 Preferred Stock up to and including the Series B Preferred Stock shall be subject to adjustment from time to time Conversion Date (as provided defined in Section B.4(b) below) or the closing date, subject to the terms of Section 4(g) hereof The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such seriescase may be.

Right to Convert. Each i) Subject to subsection 4(c), each share of Series A Preferred Stock and Series B Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof andconvertible, at the option of the holder thereof, at any time after the date of issuance of such share and prior to the close of business on any Redemption Date as may have been fixed in any Redemption Notice with respect to such share, at the office of this corporation Corporation or any transfer agent for the particular series of Preferred Stock and shall be convertible Stock, into the such number of fully paid and nonassessable shares of Common Stock which results from dividing the Conversion Price (as hereinafter defined) per share in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price of the is determined by dividing, with respect to Series A Preferred Stock shall be Ninety-One Cents (Stock, $0.91). The 2.00 per share Conversion Value of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted subject to appropriate adjustments for stock splits, stock dividends, recapitalization combinations or other recapitalizations and similar events relating hereafter referred to as the "Original Series A Issue Price") or, with respect to Series B Preferred Stock), the Original Series B Issue Price plus all declared but unpaid dividends on such share of Series B Preferred Stock by the applicable Conversion Price at the time in effect for such share. The initial Conversion Price per share Conversion Price for shares of the Series A-1 A Preferred Stock shall be determined in accordance with Section 4(g) hereof. The the Original Series A Issue Price and the initial Conversion Price per share Conversion Value for shares of the Series A-1 B Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted the Original Series B Issue Price; provided, however, that the Conversion Price for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial Conversion Price of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock shall be subject to adjustment from time as set forth in subsection 4(c). ii) In the event of a call for redemption of any shares of Series B Preferred Stock pursuant to time Section 3 hereof, the Conversion Rights shall terminate as provided below, subject to the terms shares designated for redemption at the close of Section 4(gbusiness on the Redemption Date, unless default is made in payment of the Series B Redemption Price, in which case the Conversion Rights shall terminate on the date such Redemption Price is paid in full. iii) hereof The number Each share of Series B Preferred Stock and Series A Preferred Stock shall automatically be converted into shares of Common Stock into at the Conversion Price at the time in effect for such shares immediately upon the earlier of (A) the closing of the Corporation's sale of its Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), the public offering price of which a was not less than $8.00 per share (without adjustment to reflect subsequent stock dividends, stock splits or recapitalization) and $10,000,000 aggregate net proceeds or (B) the date upon which the Corporation obtains the consent of the holders of 66-2/3% of the then outstanding shares of Series B Preferred Stock is convertible is hereinafter referred to as for conversion of the “Conversion Rate” of such seriesSeries A Preferred Stock and Series B Preferred Stock into Common Stock.

Right to Convert. (i) Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at the office of the corporation or any transfer agent for the Series A Preferred Stock, into Common Stock. The initial rate upon which the Series A Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof and, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares one share of Common Stock which results from dividing the Conversion Price (as hereinafter defined) per share in effect for each series share of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splitsconverted, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial Conversion Price of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof herein. (The number of shares of Common Stock into which a each share of Series A Preferred Stock is convertible may be converted is hereinafter referred to as the “"Conversion Rate” ".) (ii) Each share of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the then effective Conversion Rate immediately upon either (A) the consummation of the corporation's sale of Common Stock pursuant to a registration statement under the Securities Act of 1933, as amended, pursuant to an underwritten firm commitment public offering or (B) upon the written consent to such seriesconversion of holders of more than 50% of the outstanding shares of Series A Preferred Stock, whichever first shall occur. (iii) No fractional shares of Common Stock shall be issued upon conversion of any Series A Preferred Stock and if any shares of Series A Preferred Stock surrendered for conversion would otherwise result in a fractional share of Common Stock, such fractional share shall be redeemed for the then fair market value thereof as reasonably determined by the corporation's Board of Directors, payable as promptly as possible whenever funds are legally available therefor. If more than one share of Series A Preferred Stock is surrendered for conversion at any one time by the same holder, the number of full shares of Common Stock to be issued upon conversion shall be computed on the basis of the aggregate number of shares of Series A Preferred Stock so surrendered.

Right to Convert. Each i) Subject to subsection (c), each share of Series A Preferred Stock, each share of Series B Preferred Stock and each share of Series C Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof andconvertible, at the option of the holder thereof, at any time after the date of issuance of such share, share at the office of this corporation or any transfer agent for the Series A Preferred Stock, Series B Preferred Stock and shall be convertible or Series C Preferred Stock, into the such number of fully paid and nonassessable shares of Common Stock which results from as is determined by dividing (A) the Original Series A Issue Price for each share of Series A Preferred Stock, (B) the Original Series B Issue Price for each share of Series B Preferred Stock and (C) the Original Series C Issue Price for each share of Series C Preferred Stock, by the Conversion Price (as hereinafter defined) per share at the time in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such seriesshare. The initial Conversion Price per share Conversion Price for shares of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The the Original Series A Issue Price, the initial Conversion Price per share Conversion Value for shares of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The the Original Series B Issue Price and the initial Conversion Price per share Conversion Value for shares of the Series B C Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splitsthe Original Series C Issue Price; provided, stock dividendshowever, recapitalization and similar events relating to that the Series B Preferred Stock). The initial Conversion Price of for the Series A Preferred Stock, the Series A-1 B Preferred Stock and the Series B C Preferred Stock shall be subject to adjustment from time to time as provided belowset forth in subsection 3(c). ii) Each share of Series A Preferred Stock, subject to the terms each share of Section 4(g) hereof The number Series B Preferred Stock and each share of Series C Preferred Stock shall automatically be converted into shares of Common Stock into which a share of at the Conversion Price at the time in effect for such Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock immediately upon the earlier of (A) the consummation of the corporation's sale of its Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act of 1933, as amended, the public offering price of which is convertible is hereinafter referred to as not less than $20,000,000 in the “Conversion Rate” aggregate or (B) the date upon which the corporation obtains the consent of such seriesthe holders of 66-2/3% of the then outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock.

Right to Convert. (i) Each share of Series A Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof andconvertible, at the option of the holder thereof, at any time that is two years after the date of issuance of such sharethereof, at the office of this corporation the Corporation or any transfer agent for the Preferred Stock and shall be convertible such stock, into the such number of fully paid and nonassessable non-assessable shares of Common Stock which results from as is determined by dividing (x) the sum of the Original Issue Price of such share of Series A Preferred Stock (including all shares issued as dividends thereon) and all accrued and unpaid dividends thereon by (y) the Series A Conversion Price (as hereinafter defineddefined below). The "Series A Conversion Price" shall initially be $3.00 and shall be subject to adjustment as set forth below in this Section 4(a); provided, however, that the Series A Conversion Price shall not exceed $3.00. (ii) per share in effect for each series Before any holder of Series A Preferred Stock shall be entitled to convert such shares into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the time office of conversion into the per share Conversion Value (Corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as hereinafter defined) soon as practicable thereafter, issue and deliver at such office to such holder of Series A Preferred Stock, or to the nominee or nominees of such seriesholder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as set forth above. The initial per share 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 as of such date. (iii) In the event the Corporation should at any time fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof) or with payment that is less than the then-market price of the Common Stock (including, in the case of Common Stock Equivalents, on an as-converted basis) then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Series A Conversion Price of the Series A Preferred Stock shall be Ninety-One Cents appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase of the aggregate of ($0.91). The per share a) shares of Common Stock outstanding and (b) those issuable with respect to such Common Stock Equivalents, with the number of shares issuable with respect to Common Stock Equivalents determined from time to time as provided in Section 4(a)(v) below. (iv) If the number of shares of Common Stock outstanding at any time is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Series A Conversion Value of Price for the Series A Preferred Stock shall be Ninety-One Cents appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares. ($0.91v) The following provisions shall apply for purposes of this Section 4(a): (as adjusted for stock splitsa) The aggregate maximum number of shares of Common Stock deliverable upon conversion or exercise of Common Stock Equivalents (assuming the satisfaction of any conditions to convertibility or exercisability, stock dividendsincluding, recapitalization and similar events relating without limitation, the passage of time, but without taking into account potential antidilution adjustments) shall be deemed to have been issued at the time such Common Stock Equivalents were issued. (b) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Corporation upon conversion or exercise of such Common Stock Equivalents including, but not limited to, a change resulting from the antidilution provisions thereof, the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial Conversion Price of the Series A Preferred Stock, to the extent in any way affected by or computed using such Common Stock Equivalents, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities. (c) Upon the termination or expiration of the convertibility or exercisability of any such Common Stock Equivalents, the Series A-1 Preferred Stock and A Conversion Price of the Series B A Preferred Stock, to the extent in any way affected by or computed using such Common Stock Equivalents, shall be subject recomputed to adjustment from time to time as provided below, subject to reflect the terms issuance of Section 4(g) hereof The only the number of shares of Common Stock into (and Common Stock Equivalents which a share of Preferred Stock is remain convertible is hereinafter referred to as or exercisable) actually issued upon the “Conversion Rate” conversion or exercise of such seriesCommon Stock Equivalents.

Right to Convert. (a) Each share of Series A Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof andconvertible, at the option of the holder thereofthereof upon exercise in accordance with Section 4.1(b), at any time after without the date payment of issuance of additional consideration, into such share, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from as is determined by dividing the Original Issue Price by the Series A Conversion Price (as hereinafter defineddefined below) per share in effect for each series of Preferred Stock at the time of conversion. The "Series A Conversion Price" shall initially be equal to $0.57. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. (b) A record holder of shares of Series A Preferred Stock may effect the optional conversion into thereof in accordance with Section 4.1(a) by making a written demand for such conversion (a "Series A Conversion Demand") upon the per share Conversion Value Company at its principal executive offices that sets forth (as hereinafter definedi) the number of shares of Series A Preferred Stock to be converted; and (ii) the proposed date of such seriesconversion, which shall be a Business Day not less than 5 Business Days after the date of such Series A Conversion Demand (the "Series A Conversion Date"). The initial per share Series A Conversion Price Demand shall be accompanied by the certificate representing such shares or, if such certificate has been lost or stolen, a lost stock certificate affidavit and indemnification agreement in form and substance satisfactory to the Company and, if the Company shall so request, evidence that such holder shall have posted a bond satisfactory to the Company. As soon as practicable after the Series A Conversion Date, the Company shall issue and deliver to such holder a certificate for the number of shares of Common Stock issuable upon such conversion in accordance with the provisions hereof (rounded down to the nearest whole share). Upon surrender of a certificate representing Series A Preferred Stock to be converted in part, the Company shall after the Series A Conversion Date issue a certificate representing the number of full shares of Series A Preferred Stock not so converted. (c) All outstanding shares of Series A Preferred Stock to be converted pursuant to the Series A Conversion Demand shall, on the Series A Conversion Date, be converted into Common Stock for all purposes. On and after the Series A Conversion Date, (i) no such shares of Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value deemed to be outstanding or be transferable on the books of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted Company or the stock transfer agent, if any, for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial per share Conversion Price such shares of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial Conversion Price of the Series A Preferred Stock, and (ii) the Series A-1 Preferred Stock and holder of such shares, as such, shall not be entitled to receive any dividends or other distributions, to receive notices or to vote such shares or to exercise or to enjoy any other powers, preferences or rights in respect thereof, other than the Series B Preferred Stock shall be subject right, upon surrender of the certificate representing such shares, to adjustment from time to time as provided below, subject to receive a certificate for the terms of Section 4(g) hereof The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such seriesshares shall have been converted.

Right to Convert. Each share of Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred Stock and Series F Preferred shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof andconvertible, at the option of the holder thereof, at any time after the date of issuance of such share, share at the office of this corporation or any transfer agent for the Corporation. (i) Each share of Series B Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the Series B Conversion Price (as hereinafter defineddefined below) per share in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the “Series B Preferred Stock shall be Ninety-One Cents ($0.91)Conversion Value” per share. The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial Conversion Price of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof The number of shares of Common Stock into which a share of Series B Preferred Stock is convertible is hereinafter referred to as the “Series B Conversion Rate.” As of the Effective Date, both the Series B Conversion Price per share of Series B Preferred (the “Series B Conversion Price”) and the Series B Conversion Value are $0.5220. The Series B Conversion Price shall be subject to adjustment as hereinafter provided. (ii) Each share of Series C Preferred shall be convertible into the number of shares of Common which results from dividing the Series C Conversion Price (as defined below) per share in effect at the time of conversion into the “Series C Conversion Value” per share. The number of shares of Common into which a share of Series C Preferred is convertible is hereinafter referred to as the “Series C Conversion Rate.” As of the Effective Date, both the Series C Conversion Price per share of Series C Preferred (the “Series C Conversion Price”) and the Series C Conversion Value are $1.07549. The Series C Conversion Price shall be subject to adjustment as hereinafter provided. (iii) Each share of Series D Preferred shall be convertible into the number of shares of Common which results from dividing the Series D Conversion Price (as defined below) per share in effect at the time of conversion into the “Series D Conversion Value” per share. The number of shares of Common into which a share of Series D Preferred is convertible is hereinafter referred to as the “Series D Conversion Rate.” As of the Effective Date, both the Series D Conversion Price per share of Series D Preferred (the “Series D Conversion Price”) and the Series D Conversion Value are $6.82. The Series D Conversion Price shall be subject to adjustment as hereinafter provided. (iv) Each share of Series E Preferred shall be convertible into the number of shares of Common which results from dividing the Series E Conversion Price (as defined below) per share in effect at the time of conversion into the “Series E Conversion Value” per share. The number of shares of Common into which a share of Series E Preferred is convertible is hereinafter referred to as the “Series E Conversion Rate.” As of the Effective Date, both the Series E Conversion Price per share of Series E Preferred (the “Series E Conversion Price”) and the Series E Conversion Value are $17.96. The Series E Conversion Price shall be subject to adjustment as hereinafter provided. (v) Each share of Series F Preferred shall be convertible into the number of shares of Common which results from dividing the Series F Conversion Price (as defined below) per share applicable to such seriesshare in effect at the time of conversion into the “Series F Conversion Value” per share applicable to such share. The number of shares of Common into which a share of Series F Preferred is convertible is hereinafter referred to as the “Series F Conversion Rate.” As of (October 1, 2019) (the “Effective Date”) and the date of effectiveness of the first Certificate of Amendment to the Seventh Amended and Restated Certificate of Incorporation of AvidXchange, Inc., for the shares of Series F Preferred deemed to be originally issued prior to 2019 both the Series F Conversion Price per share of Series F Preferred (the “Earlier Series F Conversion Price”) and the Series F Conversion Value are $34.5454. As of the date of effectiveness of the first Certificate of Amendment to the Seventh Amended and Restated Certificate of Incorporation of AvidXchange, Inc., for shares of Series F Preferred deemed to be originally issued in 2019 or thereafter both the Series F Conversion Price per share of Series F Preferred (the “Later Series F Conversion Price”) and the Series F Conversion Value are $49.0120. The term “Series F Conversion Price” as used herein shall be either the Earlier Series F Conversion Price or the Later Series F Conversion Price, whichever is applicable to such share of Series F Preferred and shall be subject to adjustment as hereinafter provided.

Right to Convert. Each share of Series A Preferred, Series B ---------------- Preferred Stock and Series C Preferred shall be convertible into shares share(s) of Common Stock without the payment of any additional consideration by the holder thereof and, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this corporation the Corporation or any transfer agent for the Series A Preferred, Series B Preferred Stock and Series C Preferred. Each share of Series A Preferred, Series B Preferred and Series C Preferred shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the Conversion Price (as hereinafter defined) per share in effect for each series of the Series A Preferred, Series B Preferred Stock and Series C Preferred at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial Conversion Price per share of Series A Preferred shall be $.50, and the Conversion Price Value per share of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock).50. The initial Conversion Price per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The 1.25, and the Conversion Value per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to 1.25. The initial Conversion Price per share of the Series B C Preferred Stock)shall be $1.25, and the Conversion Value per share of the Series C Preferred shall be $1.25. The initial Conversion Price of the Series A Preferred StockPreferred, the Series A-1 Preferred Stock and the Series B Preferred Stock and Series C Preferred shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof . The number of shares of Common Stock into which a share of Series A Preferred, Series B Preferred Stock and Series C Preferred is convertible is hereinafter referred to as the “"Conversion Rate” " of such series.

Right to Convert. Each (i) Subject to subsection (c), each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof andconvertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this corporation or any transfer agent for the particular series of Preferred Stock and shall be convertible Stock, into the such number of fully paid and nonassessable shares of Common Stock which results from as is determined by dividing (A) the Original Series A Issue Price for each share of Series A Preferred Stock, (B) the Original Series B Issue Price for each share of Series B Preferred Stock and (C) the Original Series C Issue Price for each share of Series C Preferred Stock, plus all declared but unpaid dividends thereon for each share of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, by the Conversion Price (as hereinafter defined) per share at the time in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such seriesshare. The initial Conversion Price per share Conversion Price for shares of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The the Original Series A Issue Price, the initial Conversion Price per share for shares of Series B Preferred Stock shall be the Original Series B Issue Price and the initial Conversion Value Price per share for shares of Series C Preferred Stock shall be the Original Series C Issue Price; provided, however, that the Conversion Price for the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall be Ninety-One Cents subject to adjustment as set forth in subsection 3(c). (ii) Each share of Series A Preferred Stock and Series B Preferred Stock shall automatically be converted into shares of Common Stock at the Conversion Price at the time in effect for such shares immediately upon the earlier of (A) the consummation of the corporation's sale of its Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), the public offering price of which was not less than $0.91) 10.00 per share (as adjusted subject to appropriate adjustments for stock splits, stock dividends, recapitalization combinations or other recapitalizations) and similar events relating to $15,000,000 in the aggregate or (B) the date upon which the corporation obtains the written consent of the holders of a majority of the then outstanding shares of Series A Preferred Stock). The initial per Stock and Series B Preferred Stock voting together as a single class on an as converted basis. (iii) Each share Conversion Price of the Series A-1 C Preferred Stock shall automatically be determined converted into shares of Common Stock at the Conversion Price at the time in accordance with Section 4(geffect for such shares immediately upon the earlier of (A) hereof. The the consummation of the corporation's sale of its Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), the public offering price of which was not less than $10.00 per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted subject to appropriate adjustments for stock splits, stock dividends, recapitalization combinations or other recapitalizations) and similar events relating to $15,000,000 in the aggregate or (B) the date upon which the corporation obtains the written consent of the holders of a majority of the then outstanding shares of Series A Preferred Stock and Series A-1 C Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial Conversion Price of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such series.

Right to Convert. Each share of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred Stock and Series F Preferred shall be convertible into shares of Common Stock without the payment of at any additional consideration by the holder thereof andtime, at the option of the holder thereof, at any time after the date of issuance of into such share, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from as is determined by dividing the Conversion Original Issue Price (as set forth in Section 3 hereof) for such share by the applicable Conversion Price thereof, determined as hereinafter defined) per share provided, in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such seriesconversion. The initial per share Conversion Price price at which shares of the Series A Preferred Common Stock shall be Ninety-One Cents deliverable upon conversion (individually the "Series A Conversion Price," the "Series B Conversion Price," the "Series C Conversion Price," the "Series D Conversion Price," the "Series E Conversion Price" and the "Series F Conversion Price" and collectively the "Conversion Prices") shall initially be $0.91). The 0.3125 per share Conversion Value of the Common Stock for conversion of Series A Preferred Stock shall be Ninety-One Cents (Preferred, $0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial 1.875 per share Conversion Price of the Common Stock for conversion of Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The B Preferred, $6.25 per share Conversion Value of the Common Stock for conversion of Series A-1 Preferred Stock shall be Ninety One Cents (C Preferred, $0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial 3.775 per share Conversion Price of the Common Stock for conversion of Series B Preferred Stock shall be Ninety-One Cents (D Preferred, $0.91). The 3.775 per share Conversion Value of the Common Stock for conversion of Series B E Preferred and $6.125 per share of Common Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the conversion of Series B Preferred Stock)F Preferred. The Such initial Conversion Price of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock Prices shall be subject to adjustment from time to time as provided below, subject to the terms hereinafter provided. Each share of Section 4(g) hereof The number of Preferred Stock shall automatically be converted into shares of Common Stock into which at its then effective Conversion Price, upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the corporation to the public at a price of not less than $10.00 per share and an aggregate offering price to the public of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such seriesnot less than $15,000,000.

Right to Convert. Each Subject to the terms and conditions of this paragraph 4, the holder of any share or shares of Series B Convertible Preferred Stock shall be convertible into have the right (the "Conversion Right"), at its option, to convert any such shares of Common Series B Convertible Preferred Stock without (except that upon any liquidation of the Corporation the right of conversion shall terminate at the close of business on the business day fixed for payment of any additional consideration by the holder thereof and, at amounts distributable on the option of the holder thereof, at any time after the date of issuance of Series B Convertible Preferred Stock) into such share, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from as is obtained by (i) multiplying the number of shares of Series B Convertible Preferred Stock so to be converted by the Original Purchase Price, plus a premium on such Original Purchase Price accruing at a rate equal to eight percent (8%) per annum (the "Original Purchase Price Premium"), and (ii) dividing the Conversion result by the conversion price equal to the Original Purchase Price (or in case an adjustment of such price has taken place pursuant to the further provisions of this paragraph 4, then by the conversion price as hereinafter defined) per share last adjusted and in effect for each series at the date any share or shares of Series B Convertible Preferred Stock at are surrendered for conversion (such price, or such price as last adjusted, being referred to as the time "Series B Conversion Price"). Such rights of conversion shall be exercised by the holder thereof by giving written notice that the holder elects to convert a stated number of shares of Series B Convertible Preferred Stock into Common Stock and by surrender of a certificate or certificates for the per share Conversion Value shares so to be converted to the Corporation at its principal office (as hereinafter defined) of or such series. The initial per share Conversion Price other office or agency of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of Corporation as the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating Corporation may designate by notice in writing to the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price holders of the Series B Convertible Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value Stock) at any time during its usual business hours on the date set forth in such notice, together with a statement of the Series B Preferred Stock shall be Ninety-One Cents name or names ($0.91with address) (as adjusted in which the certificate or certificates for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial Conversion Price of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such seriesshall be issued.

Right to Convert. (i) Each share of Series A Preferred Stock shall be convertible into shares of Common Stock without the payment of any additional consideration by the holder thereof andconvertible, at the option of the holder thereof, at any time or from time to time after the first anniversary of the date of initial issuance of such shareshares of Series A Preferred Stock and on or prior to the fifth day prior to any Redemption Date (as defined in Section 5(a)), at the office of this corporation or any transfer agent for the Series A Preferred Stock and shall be convertible Stock, into the such number of fully paid and nonassessable shares of Common Stock which results from as is determined by dividing the Original Series A Issue Price for such share by the Conversion Price (as hereinafter defined) per share at the time in effect for each series such share; provided, however, that if the Company's -------- ------- registration statement (registration no. 333-65845) covering shares of Common Stock to be issued in an underwritten public offering (the "Registration") is withdrawn by the Company from filing with the Securities and Exchange Commission, the shares of Series A Preferred Stock shall, immediately upon filing of the notice of such withdrawal with the Securities and Exchange Commission, become convertible, at the time option of conversion the holder thereof, into shares of Common Stock pursuant to the per share Conversion Value (as hereinafter defined) provisions of such series. The initial per share this Section 4(a)(i); and provided, further, that the -------- ------- Conversion Price of for the Series A Preferred Stock shall be Ninety-One Cents ($0.91subject to adjustment as set forth in subsection 4(c). The initial Conversion Price is the Original Series A Issue Price. (ii) Each share of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the Conversion Price at the time in effect immediately upon the consummation of the corporation's sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 (or any successor form) under the Securities Act of 1933, as amended, where (x) the aggregate price at which such shares are sold to the public (excluding shares sold by Don Esters or persons related to or affiliated with him) is not less than $20,000,000, and (y) the price per share Conversion Value to the public is at least two times the Original Series A Issue Price (as adjusted to reflect any stock split, dividend, combination, reclassification or similar event occurring after the date hereof). If the consummation of the foregoing public offering occurs prior to the first anniversary of the date of initial issuance of shares of Series A Preferred Stock and the Registration is consummated, the conversion shall take place automatically on the first anniversary of the date of initial issuance of the Series A Preferred Stock at the Conversion Price in effect at the time of such anniversary. (iii) Should the corporation consummate a sale of the corporation's Common Stock pursuant to an initial underwritten public offering, but such offering fails to meet the requirements of subsection (ii) above, the rights and privileges of the holders of Series A Preferred Stock shall remain and each share of Series A Preferred Stock shall not be Ninetyautomatically converted into shares of Common Stock as described in subsection (ii) above. If (A) the corporation subsequently consummates a sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement filed under the Securities Act of 1933, as amended, in which (x) the aggregate market value of the publicly-One Cents traded shares of the corporation's Common Stock following completion of the offering is greater than $35.0 million, and ($0.91y) the per share price to the public of the Common Stock sold in the offering is at least two times the Original Series A Issue Price (as adjusted for to reflect any stock splitssplit, stock dividendsdividend, recapitalization combination, reclassification or similar event occurring after the date hereof), and similar events relating to the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g(B) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and is then convertible into Common Stock pursuant to the provisions of Section 4(a)(i) hereof, then each share of Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B A Preferred Stock shall automatically be Ninety-One Cents converted upon the consummation of such offering, into shares of Common Stock at the Conversion Price at the time in effect for such series. ($0.91). iv) The per share Conversion Value of the Series B A Preferred Stock shall also automatically be Ninetyconverted into shares of Common Stock at the Conversion Price at the time in effect, if (x) the publicly-One Cents traded shares of the corporation's Common Stock have had a closing trading price on the market on which such shares are listed ($0.91the "Trading Market") of not less than two times the Original Series A Issue Price (as adjusted to reflect any stock split, dividend, combination, reclassification or similar event occurring after the date hereof) for stock splitsthirty (30) of the forty (40) most recent trading days on the Trading Market, stock dividends, recapitalization (y) the Average Daily Market Value (as defined below) of the shares of Common Stock trading during the forty (40) day period described above exceeds $750,000 and similar events relating to the Series B Preferred Stock). The initial Conversion Price of (z) the Series A Preferred StockStock is then convertible into Common Stock pursuant to the provisions of Section 4(a)(i) hereof. For purposes of this subsection (iv), the Series A-1 Preferred Stock and three week period prior to or after an underwritten secondary public offering (such offering not otherwise satisfying the Series B Preferred Stock requirements of subsection (iii) above) shall not be included in the calculation of the forty (40) day period described herein. The Average Daily Market Value shall be subject to adjustment from time to time as provided below, subject to an amount determined by dividing the terms sum of Section 4(g) hereof the Daily Market Values for the trading days in the 40 trading day period by 40. The Daily Market Value on any day shall be determined by multiplying the number of shares of Common Stock into which sold during that day by the closing sale price on the Trading Market for a share of Preferred Common Stock is convertible is hereinafter referred to as the “Conversion Rate” of such serieson that day.

Right to Convert. Each Subject to the terms and conditions of this paragraph 6, the holder of any share or shares of Preferred Stock shall be convertible into have the right, at its option at any time, to convert any such shares of Common Preferred Stock without (except that upon any liquidation of the Corporation the right of conversion shall terminate at the close of business on the business day fixed for payment of any additional consideration by the holder thereof and, at the option of the holder thereof, at any time after the date of issuance of amount distributable on Preferred Stock) into such share, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the Conversion Price as is obtained as follows: (as hereinafter definedi) per share in effect for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating with respect to the Series A Preferred Stock). The initial per share Conversion Price , by (a) multiplying the number of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value shares of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock so to be converted by $.218 and Series A-1 Preferred Stock). The initial per share (b) dividing the result by the Conversion Price of $.218 per share or, in case an adjustment of such price has taken place pursuant to the further provisions of this paragraph 6, then by the conversion price as last adjusted and in effect at the date any share or shares of Series B A Preferred Stock shall be Ninety-One Cents are surrendered for conversion, and ($0.91). The per share Conversion Value of the Series B Preferred Stock shall be Ninety-One Cents ($0.91ii) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating with respect to the Series B Preferred Stock), by (a) multiplying the number of shares of Series B Preferred Stock so to be converted by $.3032342 and (b) dividing the result by the conversion price of $.3032342 per share or, in case an adjustment of such price has taken place pursuant to the further provisions of this paragraph 6, then by the conversion price as last adjusted and in effect at the date any share or shares of Series B Preferred Stock are surrendered for conversion. The initial Conversion Price respective prices at which the shares of the Series A Preferred Stock, the Series A-1 Preferred Stock and the shares of Series B Preferred Stock may be converted into shares of Common Stock, as adjusted in accordance with this paragraph 6, are referred to herein as the "Series A Conversion Price" and the "Series B Conversion Price"; respectively, and the term "Conversion Price" as used herein shall refer to either the Series A Conversion Price or the Series B Conversion Price, as the context shall require. Such rights of conversion shall be subject exercised by the holder thereof by giving written notice that the holder elects to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof The convert a stated number of shares of Preferred Stock into Common Stock into which and by surrender of a share certificate or certificates for the shares so to be converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holders of Preferred Stock) at any time during its usual business hours on the date set forth in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Common Stock is convertible is hereinafter referred to as the “Conversion Rate” of such seriesshall be issued.

Right to Convert. Each At any time on or after July 11, 2001, the holder of each share of Series B Preferred Stock shall be convertible into shares of Common Stock without have the payment of right at any additional consideration by the holder thereof andtime, or from time to time, at the option of the holder thereofsuch holder's option, at any time after the date of issuance of to convert such share, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible share into the number of fully paid and nonassessable shares of Series A Common Stock which results from equal to a quotient determined by dividing (i) $1,000 by (ii) the Conversion Price (as hereinafter defined) per share in effect average of the closing prices for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price of the Series A Preferred Common Stock shall be Ninety-One Cents as reported by the NASDAQ National Market System ($0.91). The per share Conversion Value of or such other principal exchange on which the Series A Preferred Common Stock shall be Ninety-One Cents ($0.91is then listed or traded) (as adjusted for stock splitseach of the 10 trading days prior to the Conversion Date, stock dividends, recapitalization on and similar events relating subject to the terms and conditions hereinafter set forth. a. If the Series A Preferred Stock). The initial per share Conversion Price of Common Stock issuable upon the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price conversion of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, then and in each such event the holder of each share Conversion Value of Series B Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change by holders of the number of shares of Series A Common Stock into which such shares of Series B Preferred Stock might have been converted immediately prior to such reorganization, reclassification or change. b. If at any time or from time to time there shall be a merger or consolidation of the Corporation with or into another corporation, or the sale of substantially all of the Corporation's properties and assets to any other person, then, as a part of such merger, consolidation or sale, provision shall be made so that the holders of the Series B Preferred Stock shall thereafter be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating entitled to receive upon conversion of the Series B Preferred Stock). The initial Conversion Price , the number of shares of stock or other securities or properties of the Corporation, or of the successor corporation resulting from such merger, consolidation or sale, to which such holder would have been entitled if such holder had converted its shares of Series A Preferred Stock, the Series A-1 B Preferred Stock and immediately prior to such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Subsection F with respect to the rights of the holders of the Series B Preferred Stock after the merger, consolidation or sale to the end that the provisions of this Subsection F shall be subject to adjustment from time to time applicable after that event in as provided below, subject to the terms of Section 4(g) hereof The number of shares of Common Stock into which nearly equivalent a share of Preferred Stock is convertible is hereinafter referred to manner as the “Conversion Rate” of such seriesmay be practicable.

Right to Convert. Each At any time on or after July 11, 2001, the holder of each share of Series B Preferred Stock shall be convertible into shares of Common Stock without have the payment of right at any additional consideration by the holder thereof andtime, or from time to time, at the option of the holder thereofsuch holder's option, at any time after the date of issuance of to convert such share, at the office of this corporation or any transfer agent for the Preferred Stock and shall be convertible share into the number of fully paid and nonassessable shares of Series A Common Stock which results from equal to a quotient determined by dividing (i) $1,000 by (ii) the Conversion Price (as hereinafter defined) per share in effect average of the closing prices for each series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price of the Series A Preferred Common Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of as reported by the NASDAQ National a. If the Series A Preferred Common Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to issuable upon the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1 Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price conversion of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, then and in each such event the holder of each share Conversion Value of Series B Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change by holders of the number of shares of Series A Common Stock into which such shares of Series B Preferred Stock might have been converted immediately prior to such reorganization, reclassification or change. b. If at any time or from time to time there shall be a merger or consolidation of the Corporation with or into another corporation, or the sale of substantially all of the Corporation's properties and assets to any other person, then, as a part of such merger, consolidation or sale, provision shall be made so that the holders of the Series B Preferred Stock shall thereafter be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating entitled to receive upon conversion of the Series B Preferred Stock). The initial Conversion Price , the number of shares of stock or other securities or properties of the Corporation, or of the successor corporation resulting from such merger, consolidation or sale, to which such holder would have been entitled if such holder had converted its shares of Series A Preferred Stock, the Series A-1 B Preferred Stock and immediately prior to such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Subsection F with respect to the rights of the holders of the Series B Preferred Stock after the merger, consolidation or sale to the end that the provisions of this Subsection F shall be subject to adjustment from time to time applicable after that event in as provided below, subject to the terms of Section 4(g) hereof The number of shares of Common Stock into which nearly equivalent a share of Preferred Stock is convertible is hereinafter referred to manner as the “Conversion Rate” of such seriesmay be practicable.