| (2) | Each share of Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series C Preferred Stock shall be automatically converted into shares of Class B common stock at the conversion price applicable to such series of preferred stock upon the earliest of (i) the issuer’s sale of Class A common stock or Class B common stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act of 1933, the public offering price of which is not less than $3.00 per share (as adjusted for stock splits, stock dividends, reclassifications and the like), and which results in aggregate cash proceeds to the issuer of at least $50,000,000 (net of underwriting discounts and commissions), (ii) the date specified by written consent or agreement of the (A) holders of at least a majority of the then outstanding shares of Class A Preferred Stock, Series B Preferred Stock, Class C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, “Preferred Stock”), voting together as a single voting group on an as-converted to Class B common stock basis, (B) holders of at least a majority of the then outstanding shares of Series B Preferred Stock, voting together as a separate voting group, (C) holders of at least a majority of the then outstanding shares of Series D Preferred Stock, voting together as a separate voting group, (D) holders of at least a majority of the then outstanding shares of Series E Preferred Stock, voting together as a separate voting group and (E) holders of at least a majority of the then outstanding shares of Series F Preferred Stock, voting together as a separate voting group or (iii) the prior cumulative conversion of at least a majority of the shares of (A) Preferred Stock, (B) Series B Preferred Stock, (C) Series D Preferred Stock, (D) Series E Preferred Stock and (E) Series F Preferred Stock. |
