Conversion Rights — All convertible preferred
stock will be automatically converted into common
stock upon (i) the closing of an underwritten public offering of shares of common
stock of the Company
at a public offering price per share that provides
at least $ 100 million in aggregate gross proceeds or (ii) approval of
at least (a)
holders of 66 % of the Series A convertible preferred
stock, voting as a single class on an as - converted basis; (b)
holders of a majority of the Series B convertible preferred
stock, voting as a single class on an as - converted basis; (c)
holders of a majority of the Series D convertible preferred
stock, voting as a single class on an as - converted basis; and (d) the
holders of
at least a majority of the then outstanding shares of convertible preferred
stock (voting together as a single class and not a separate series, and on an as - converted basis).
Conversion of preferred
stock occurs automatically and immediately upon the earlier to occur of the closing of a firm commitment underwritten public offering pursuant to an effective registration statement filed covering the offer and sale of common
stock in which (i) the aggregate public offering price equals or exceeds $ 25 million, (ii) with respect to the Series F convertible preferred
stock only, the public offer price per share of which is not less than one times the original issue price of the Series F convertible preferred
stock, (iii) with respect to the Series E convertible preferred
stock only, the public offer price per share of which is not less than one times the original issue price of the Series E convertible preferred
stock and (iv) with respect to the Series D convertible preferred
stock only, the initial public offering price per share of which is not less than two times the original price of preferred
stock, or the date specified by
holders of
at least 60 % of the then outstanding Series B convertible preferred
stock, Series C convertible preferred
stock, Series D convertible preferred
stock, Series E convertible preferred
stock, Series F convertible preferred
stock and Series G convertible preferred
stock, provided however, that in the event that the
holders of
at least 65 % of the then outstanding shares of
holders Series G convertible preferred
stock,
at least a majority of the then outstanding shares of Series F convertible preferred
stock or
at least of 65 % of the then outstanding share of Series E convertible preferred
stock do not consent or agree to the conversion, conversion shall not be effective to any shares of the relevant series of Series G convertible preferred
stock, Series F convertible preferred
stock or Series E convertible preferred
stock for which the approval threshold was not achieved.
This fee will be waived if the account
holder 1) maintains an average monthly balance of $ 1,000 or more by the end of the second statement cycle, or 2) maintains
at least $ 5,000 in combined E * TRADE Bank deposits by end of their second statement cycle, or 3) maintains a combined balance of $ 50,000 or more in linked E * TRADE Securities, E * TRADE Bank accounts, and employee
stock plan accounts (including vested in - the - money options,
stock option plan shares, ESPP shares, and released restricted
stock), or executes
at least 30
stock or options trades during a calendar quarter.