Common use of Conversion Shares Clause in Contracts

Conversion Shares. (a) The number of Conversion Shares to be issued to the Conversion Shares Depository on the Conversion Date shall be determined by dividing the (i) aggregate principal amount of the Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date by (ii) the Conversion Price rounded down, if necessary, to the nearest whole number of Conversion Shares. Fractions of Conversion Shares shall not be issued following an Automatic Conversion and no cash payment shall be made in lieu thereof. Upon Automatic Conversion on the Conversion Date, the number of Conversion Shares to be held by the Conversion Shares Depository for the benefit of each Holder shall be the number of Conversion Shares thus calculated multiplied by a fraction equal to the aggregate amount of the Tradable Amount of the book-entry interests in the Securities held by such Holder on the Conversion Date divided by the aggregate amount of the Tradable Amount of the book-entry interests of all the Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date rounded down, if necessary, to the nearest whole number of Conversion Shares. (b) The Conversion Shares issued following an Automatic Conversion shall be fully paid and non-assessable and shall in all respects rank pari passu with the fully paid Ordinary Shares of the Company in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Conversion Shares so issued shall not rank for (or, as the case may be, the relevant Holder or Beneficial Owner shall not be entitled to receive) any rights, the entitlement to which falls prior to the Conversion Date. (c) Subject to Section 3.05, if a Qualifying Takeover Event occurs, and the Conversion Date falls on or after the QTE Effective Date, then in such case Approved Entity Shares of the Approved Entity shall be issued to the Conversion Shares Depository on the Conversion Date instead of Conversion Shares with the same effect as if Conversion Shares had been issued pursuant to Section 2.09(a) above. (d) The Conversion Shares or the Conversion Shares Offer Consideration, as the case may be, will be delivered to Holders pursuant to the procedures set forth in Section 2.11 below.

Conversion Shares. (a) The number of Conversion Shares to be issued to the Conversion Shares Depository on the Conversion Date shall be determined equal the quotient obtained by dividing the (i) aggregate principal amount of the Securities Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date by (ii) the Conversion Price rounded down, if necessary, to the nearest whole number of Conversion Shares. Fractions of Conversion Shares shall not be issued following an Automatic Conversion and no cash payment shall be made in lieu thereof. Upon Automatic Conversion on the Conversion Date, the The number of Conversion Shares to be held by the Conversion Shares Depository for the benefit of each Holder shall be equal the quotient obtained by dividing (i) the number of Conversion Shares thus calculated multiplied by a fraction equal to the aggregate amount of (ii) the Tradable Amount of the book-entry interests in the Securities held by such Holder on the Conversion Date divided by the aggregate amount of the Tradable Amount of the book-entry interests of all the Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date rounded down, if necessary, to the nearest whole number of Conversion Shares. (b) The Conversion Shares issued following an Automatic Conversion shall be fully paid and non-assessable and shall in all respects rank pari passu with the fully paid Ordinary Shares of the Company in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Conversion Shares so issued shall not rank for (or, as the case may be, the relevant Holder or Beneficial Owner shall not be entitled to receive) any rights, the entitlement to which falls prior to the Conversion Date. (c) Subject to Section 3.05, if a Qualifying Takeover Event occurs, and the Conversion Date falls on or after the QTE Effective Date, then in such case Approved Entity Shares of the Approved Entity shall be issued to the Conversion Shares Depository on the Conversion Date instead of Conversion Shares with the same effect as if Conversion Shares had been issued pursuant to Section 2.09(a2.16(a) above. (d) The Conversion Shares or the Conversion Shares Offer Consideration, as the case may be, will be delivered to Holders pursuant to the procedures set forth in Section 2.11 below.

Conversion Shares. (a) The number of Conversion Shares to be issued to by the Company in respect of each Conversion Shares Depository on the Conversion Date Notice shall be determined by dividing the (i) aggregate principal amount of Elected Conversion Amount by the Outstanding Securities immediately prior then prevailing Conversion Price, provided that if the resultant number contains a fraction, such number shall be rounded up to the Automatic Conversion on the Conversion Date by (ii) the Conversion Price rounded down, if necessary, to the nearest next highest whole number of Conversion Shares. Fractions of Conversion Shares shall not be issued following an Automatic Conversion and no cash payment shall be made in lieu thereof. Upon Automatic Conversion on the Conversion Date, the number of Conversion Shares to be held by the Conversion Shares Depository for the benefit of each Holder shall be the number of Conversion Shares thus calculated multiplied by a fraction equal to the aggregate amount of the Tradable Amount of the book-entry interests in the Securities held by such Holder on the Conversion Date divided by the aggregate amount of the Tradable Amount of the book-entry interests of all the Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date rounded down, if necessary, to the nearest whole number of Conversion Sharesnumber. (b) The On the Trading Day immediately after the issue of a Conversion Shares issued following an Automatic Notice (Conversion shall be fully paid and non-assessable and shall in all respects rank pari passu with the fully paid Ordinary Shares of Date), the Company in must issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Conversion Shares so issued shall not rank for by issuing and Electronically Delivering Shares (or, as in the case may be, the relevant Holder or Beneficial Owner shall not be entitled number determined pursuant to receiveclause 6.3(a)) any rights, the entitlement to which falls prior to the Conversion DateInvestor or its nominee. (c) Subject to Section 3.05, if a Qualifying Takeover Event occurs, and The Conversion Notice shall set out the Conversion Date falls on or after the QTE Effective Date, then in such case Approved Entity Shares of the Approved Entity shall be issued Price applicable to the Conversion Shares Depository on due to be effected under such Conversion Notice, setting out the manner in which such Conversion Date instead of Conversion Shares with Price was calculated by the same effect as if Conversion Shares had been issued pursuant to Section 2.09(a) aboveInvestor. (d) The Investor may elect in the Conversion Notice, that all or part of the Elected Conversion Amount will be constituted by the Collateral Capitalisation. (e) Where a Collateral Election has been made under clause 6.3(d) above: (i) the Investor will nominate the corresponding number of Collateral Shares to be capitalised under the Collateral Election (Nominated Conversion Collateral Shares) and Shares to be issued (New Conversion Shares) to satisfy the Elected Conversion Amount; (ii) the number of Collateral Shares held shall be reduced by the Nominated Conversion Collateral Shares; (iii) the Nominated Conversion Collateral Shares for the avoidance of doubt, shall be deemed to be Conversion Shares and shall constitute a discharge of the security represented by that number of Collateral Shares and in full and final settlement of all the Company’s and the Investor’s liabilities in connection with that number of Collateral Shares. (f) Upon a Conversion occurring pursuant to this clause 6, the Face Value of the Convertible Security will be deemed repaid to the extent of the Elected Conversion Amount on and from the date of issue the resultant Conversion Shares or in respect of Nominated Conversion Collateral Shares, the date of the Collateral Capitalisation. (g) If for any reason, the Company is unable to or is not permitted to issue all or some of the Conversion Shares Offer Considerationrequired under a Conversion Notice, as the case may be, Conversion Notice will be delivered deemed to Holders be varied to provide that the Elected Conversion Amount will be satisfied by way of Conversion Shares to the extent that the Company is able to or permitted to issue Conversion Shares (which for the avoidance of doubt, may include a reduction to nil) and the balance of any Elected Conversion Amount will be satisfied by way of a Collateral Election unless the Company is unable to issue replacement Collateral Shares under clause 3.1(c), or a Cash Payment, or a combination of both. For the purposes of this clause, the amount of the Cash Payment shall be calculated as an amount per Conversion Share that would have otherwise been issued pursuant to the procedures set forth in Section 2.11 belowConversion Notice equal to the highest VWAP on any Trading Day during the period commencing on the date of the Conversion Notice and ending on the Conversion Date and the Company shall pay the Cash Payment on the Business Day immediately following the Conversion Date.

Conversion Shares. (ai) The number Following issuance and delivery of the Series A Preferred Stock in accordance with this Agreement, the Series A Preferred Stock will be redeemable at the option of holders of the Series A Preferred Stock beginning October 21, 2022 as provided in Articles Supplementary, and any such redemption by a holder may be settled at the option of the Company in cash, shares of Common Stock (the “Conversion Shares to be issued to Shares”), or a combination of cash and shares of Common Stock in accordance with the Articles Supplementary; upon approval of the issuance of the Conversion Shares Depository on by the Conversion Date shall be determined by dividing the (i) aggregate principal amount of the Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date by (ii) the Conversion Price rounded downBoard, if necessary, to the nearest whole number of Conversion Shares. Fractions of Conversion Shares shall not be issued following an Automatic Conversion and no cash payment shall be made in lieu thereof. Upon Automatic Conversion on the Conversion Date, the number of Conversion Shares to be held by the Conversion Shares Depository will be duly authorized and reserved for the benefit of each Holder shall be the number of Conversion Shares thus calculated multiplied issuance upon such conversion by a fraction equal to the aggregate amount of the Tradable Amount of the book-entry interests in the Securities held by all necessary corporate action and such Holder on the Conversion Date divided by the aggregate amount of the Tradable Amount of the book-entry interests of all the Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date rounded down, if necessary, to the nearest whole number of Conversion Shares. (b) The Conversion Shares , when issued following an Automatic Conversion shall upon such redemption in accordance with the Articles Supplementary, will be validly issued and will be fully paid and non-assessable assessable, and shall will conform to the description of the Common Stock contained in the General Disclosure Package and the Prospectus; (ii) no holder of the Conversion Shares will be subject to personal liability by reason of being such a holder; (iii) the issuance of such Conversion Shares upon such redemption will not be subject to the preemptive or other similar rights of any security holder of the Company; (iv) the Board will make any and all respects rank pari passu determinations concerning the future issuance of the Conversion Shares; (v) the Company will not issue Conversion Shares unless the issuance thereof will comply with all applicable laws and rules and regulations of the fully paid Ordinary Shares NYSE MKT or any exchange on which the Common Stock or Series A Preferred Stock of the Company in is listed; (vi) the Company will not issue on the Conversion DateShares, except in any unless upon such case for any right excluded by mandatory provisions of applicable law, and except that issuance the Conversion Shares so issued shall not rank for will be free of transfer restrictions under applicable law and freely tradable by non-affiliates; and (or, as the case may be, the relevant Holder or Beneficial Owner shall not be entitled to receivevii) any rights, the entitlement to which falls prior to the Conversion Date. (c) Subject to Section 3.05, if a Qualifying Takeover Event occurs, and the Conversion Date falls on or after the QTE Effective Date, then in such case Approved Entity Shares of the Approved Entity shall be issued to the Conversion Shares Depository will be listed, pursuant to a supplemental listing application or otherwise, on the Conversion Date instead of Conversion Shares with market or exchange where the same effect as if Conversion Shares had been issued pursuant to Section 2.09(a) aboveCommon Stock is then registered. (d) The Conversion Shares or the Conversion Shares Offer Consideration, as the case may be, will be delivered to Holders pursuant to the procedures set forth in Section 2.11 below.

Conversion Shares. (a) The number of Conversion Shares to be issued to the Conversion Shares Depository on the Conversion Date shall be determined by the Company by dividing the (i) aggregate principal amount of the Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date by (ii) the Conversion Price rounded down, if necessary, to the nearest whole number of Conversion Shares. Fractions of Conversion Shares shall not be issued following an Automatic Conversion and no cash payment shall be made in lieu thereof. Upon Automatic Conversion on the Conversion Date, the number of Conversion Shares to be held by the Conversion Shares Depository for the benefit of each Holder shall be the number of Conversion Shares thus calculated multiplied by a fraction equal to the aggregate amount of the Tradable Amount of the book-entry interests in the Securities held by such Holder on the Conversion Date divided by the aggregate amount of the Tradable Amount of the book-entry interests of all the Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date rounded down, if necessary, to the nearest whole number of Conversion Shares. (b) The Conversion Shares issued following an Automatic Conversion shall be fully paid and non-assessable and shall in all respects rank pari passu with the fully paid Ordinary Shares of the Company in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Conversion Shares so issued shall not rank for (or, as the case may be, the relevant Holder or Beneficial Owner shall not be entitled to receive) any rights, the entitlement to which falls prior to the Conversion Date. (c) Subject to Section 3.053.05 hereof, if a Qualifying Takeover Event occurs, and the Conversion Date falls on or after the QTE Effective Date, then in such case Approved Entity Shares of the Approved Entity shall be issued to the Conversion Shares Depository on the Conversion Date instead of Conversion Shares with the same effect as if Conversion Shares had been issued pursuant to Section 2.09(a) above. (d) The Conversion Shares or the Conversion Shares Offer Consideration, as the case may be, will be delivered to Holders pursuant to the procedures set forth in Section 2.11 below.

Conversion Shares. (a) The number of Conversion Shares to be issued to the Conversion Shares Depository on the Conversion Date shall be determined by the Issuer by dividing the (i) aggregate principal amount of the Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date by (ii) the Conversion Price rounded down, if necessary, to the nearest whole number of Conversion Shares. Fractions of Conversion Shares shall not be issued following an Automatic Conversion and no cash payment shall be made in lieu thereof. Upon Automatic Conversion on the Conversion Date, the number of Conversion Shares to be held by the Conversion Shares Depository for the benefit of each Holder shall be the number of Conversion Shares thus calculated multiplied by a fraction equal to the aggregate amount of the Tradable Amount of the book-entry interests in the Securities held by such Holder on the Conversion Date divided by the aggregate amount of the Tradable Amount of the book-entry interests of all the Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date rounded down, if necessary, to the nearest whole number of Conversion Shares. (b) The Conversion Shares issued following an Automatic Conversion shall be fully paid and non-assessable and shall in all respects rank pari passu with the fully paid Ordinary Shares of the Company in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Conversion Shares so issued shall not rank for (or, as the case may be, the relevant Holder or Beneficial Owner shall not be entitled to receive) any rights, the entitlement to which falls prior to the Conversion Date. (c) Subject to Section 3.054.05, if a Qualifying Takeover Event occurs, and the Conversion Date falls on or after the QTE Effective Date, then in such case Approved Entity Shares of the Approved Entity shall be issued to the Conversion Shares Depository on the Conversion Date instead of Conversion Shares with the same effect as if Conversion Shares had been issued pursuant to Section 2.09(a2.08(a) above. (d) The Conversion Shares or the Conversion Shares Offer Consideration, as the case may be, will be delivered to Holders pursuant to the procedures set forth in Section 2.11 2.10 below.

Conversion Shares. (a) The number of Conversion Shares to be issued to the Conversion Shares Depository on the Conversion Date shall be determined by the Company by dividing the (i) aggregate principal amount of the Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date by (ii) the Conversion Price rounded down, if necessary, to the nearest whole number of Conversion Shares. Fractions of Conversion Shares shall not be issued following an Automatic Conversion and no cash payment shall be made in lieu thereof. Upon Automatic Conversion on the Conversion Date, the number of Conversion Shares to be held by the Conversion Shares Depository for the benefit of each Holder shall be the number of Conversion Shares thus calculated multiplied by a fraction equal to the aggregate amount of the Tradable Amount of the book-entry interests in the Securities held by such Holder on the Conversion Date divided by the aggregate amount of the Tradable Amount of the book-entry interests of all the Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date rounded down, if necessary, to the nearest whole number of Conversion Shares. (b) The Conversion Shares issued following an Automatic Conversion shall be fully paid and non-assessable and shall in all respects rank pari passu with the fully paid Ordinary Shares of the Company in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Conversion Shares so issued shall not rank for (or, as the case may be, the relevant Holder or Beneficial Owner shall not be entitled to receive) any rights, the entitlement to which falls prior to the Conversion Date. (c) Subject to Section 3.054.05, if a Qualifying Takeover Event occurs, and the Conversion Date falls on or after the QTE Effective Date, then in such case Approved Entity Shares of the Approved Entity shall be issued to the Conversion Shares Depository on the Conversion Date instead of Conversion Shares with the same effect as if Conversion Shares had been issued pursuant to Section 2.09(a2.08(a) above. (d) The Conversion Shares or the Conversion Shares Offer Consideration, as the case may be, will be delivered to Holders pursuant to the procedures set forth in Section 2.11 2.10 below.

Conversion Shares. (a) The number of Conversion Shares to be issued to the Conversion Shares Depository on the Conversion Date shall be determined by the Issuer by dividing the (i) aggregate principal amount of the Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date by (ii) the Conversion Price rounded down, if necessary, to the nearest whole number of Conversion Shares. Fractions of Conversion Shares shall not be issued following an Automatic Conversion and no cash payment shall be made in lieu thereof. Upon Automatic Conversion on the Conversion Date, the number of Conversion Shares to be held by the Conversion Shares Depository for the benefit of each Holder shall be the number of Conversion Shares thus calculated multiplied by a fraction equal to the aggregate amount of the Tradable Amount of the book-entry interests in the Securities held by such Holder on the Conversion Date divided by the aggregate amount of the Tradable Amount of the book-entry interests of all the Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date rounded down, if necessary, to the nearest whole number of Conversion Shares. (b) The Conversion Shares issued following an Automatic Conversion shall be fully paid and non-assessable and shall in all respects rank pari passu with the fully paid Ordinary Shares of the Company in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Conversion Shares so issued shall not rank for (or, as the case may be, the relevant Holder or Beneficial Owner shall not be entitled to receive) any rights, the entitlement to which falls prior to the Conversion Date. (c) Subject to Section 3.05, if a Qualifying Takeover Event occurs, and the Conversion Date falls on or after the QTE Effective Date, then in such case Approved Entity Shares of the Approved Entity shall be issued to the Conversion Shares Depository on the Conversion Date instead of Conversion Shares with the same effect as if Conversion Shares had been issued pursuant to Section 2.09(a2.08(a) above. (d) The Conversion Shares or the Conversion Shares Offer Consideration, as the case may be, will be delivered to Holders pursuant to the procedures set forth in Section 2.11 2.10 below.

Conversion Shares. (a) The number of Conversion Shares to be issued to the Conversion Shares Depository on the Conversion Date shall be determined by dividing the (i) aggregate principal amount of the Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date by (ii) the Conversion Price rounded down, if necessary, to the nearest whole number of Conversion Shares. Fractions of Conversion Shares shall not be issued following an Automatic Conversion and no cash payment shall be made in lieu thereof. Upon Automatic Conversion on the Conversion Date, the number of Conversion Shares to be held by the Conversion Shares Depository for the benefit of each Holder shall be the number of Conversion Shares thus calculated multiplied by a fraction equal to the aggregate amount of the Tradable Amount of the book-entry interests in the Securities held by such Holder on the Conversion Date divided by the aggregate amount of the Tradable Amount of the book-entry interests of all the Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date rounded down, if necessary, to the nearest whole number of Conversion Shares. (b) The Conversion Shares issued following an Automatic Conversion shall be fully paid and non-assessable and shall in all respects rank pari passu with the fully paid Ordinary Shares of the Company in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Conversion Shares so issued shall not rank for (or, as the case may be, the relevant Holder or Beneficial Owner shall not be entitled to receive) any rights, the entitlement to which falls prior to the Conversion Date. (c) Subject to Section 3.05, if a Qualifying Takeover Event occurs, and the Conversion Date falls on or after the QTE Effective Date, then in such case Approved Entity Shares of the Approved Entity shall be issued to the Conversion Shares Depository on the Conversion Date instead of Conversion Shares with the same effect as if Conversion Shares had been issued pursuant to Section 2.09(a2.08(a) above. (d) The Conversion Shares or the Conversion Shares Offer Consideration, as the case may be, will be delivered to Holders pursuant to the procedures set forth in Section 2.11 2.10 below.