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.