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.