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discount to reflect the approximate fair market value thereof, as determined by the Board of Directors (including at least one of the Preferred Directors). (iii) In the event the requirements of Article W.B.2(c) are not complied with, this Corporation shall forthwith either: (A) Cause such closing to be postponed until such time as the requirements of Article IV.B.2(c) have been complied with; or (B) Cancel such transaction, in which event the rights, preferences and privileges of the holders of the Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Article iV.13.2(d)(iv) hereof. (iv) This Corporation shall give each holder of record of Preferred Stock written notice of such impending transaction not later than 20 days prior to the stockholders' meeting called to approve such transaction, or 20 days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction, and this Corporation shall thereafter give such holders prompt notice of any material changes to such terms and conditions. The transaction shall in no event take place sooner than 20 days after this Corporation has given die first notice provided for herein or sooner than 10 days after this Corporation has given notice of any material changes provided for herein; provided that such periods may be shortened upon the written consent of the holders of Preferred Stock that are entitled to such notice rights or similar notice rights and that represent a majority of the voting power of the then - outstanding shares of such Preferred Stock, voting together as a single class on an as- converted basis. 3. Redemption. Neither this Corporation nor the holders of Preferred Stock shall have the unilateral right to call or redeem or cause to have called or redeemed any shares of the Preferred Stock. 4. Conversion. The holders of Preferred Stock shall have conversion rights as follows (the "Conversion Rights "): (a) Right to Convert. Each share of Preferred Stock shall be 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 or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Issue Price for each such series of Preferred Stock by the Conversion Price applicable to such share, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion. As of the Filing Date, the Conversion Price per share for shares of Series Seed Preferred Stock shall be the Original Series Seed Issue Price, the Conversion Price per share for shares of Series A Preferred Stock shall be the Original Series A Issue Price, the Conversion Price per share for shares of Series B Preferred Stock shall be the Original Series B Issue Price, the Conversion Price per share for shares of Series C Preferred Stock shall be the Original Series C Issue Price, the Conversion Price per share for shares of Series D Preferred Stock shall