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 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 (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, 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. 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. 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. (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 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 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, 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. 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. 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. 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 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 i) Subject to subsection 4(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 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 or with respect to Series C Preferred Stock, the Original Series C Issue Price plus all declared but unpaid dividends on such share of Series C 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, the initial Conversion Price per share Conversion Value for 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 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 share 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 as set forth in subsection 4(c). ii) In the event of a call for redemption of any shares of Series B or Series C 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 or the Series C Redemption Price as applicable, in which case the Conversion Rights shall terminate on the date such Redemption Price is paid in full for the Series B Preferred Stock and for the Series C Preferred Stock, as applicable. iii) hereof The number Each share of Preferred Stock shall automatically be converted into shares of Common Stock into based on 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"), in which a share the Corporation and any selling shareholders receive not less than $15,000,000 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 and Series C Preferred Stock for conversion of the “Conversion Rate” of such seriesPreferred Stock into Common Stock.

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 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 10.3 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) (X) 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) equal to the quotient obtained by dividing the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be determined by subtracting (A) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) on the Conversion Date (as herein defined). Expressed as a formula, such conversion shall be computed as follows: X = B - A ----- Y Where: X = the number of shares of Series Preferred (or Common Stock which results from dividing Stock) 'that may be issued to holder Y = the fair market value (FMV) of one share of Series Preferred (or Common Stock) A = the aggregate Warrant Price (i.e., Converted Warrant Shares x Warrant Price) B = the aggregate FMV (i.e., FMV x Converted Warrant Shares) No fractional shares shall be issuable upon exercise of the Conversion Price 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 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 (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 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. (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.