Common use of Procedure for Conversion Clause in Contracts

Procedure for Conversion. (i) To exercise the Conversion Right attaching to the Note, the Holder thereof must complete, execute and deposit at his own expense during normal business hours at the specified office of the Company, a notice of conversion (a "Conversion Notice") in the form for the time being currently obtainable from the specified office of the Company, together with the Note certificate and any amount to be paid by the Noteholder pursuant to this Condition 6(B)(i). The form of Conversion Notice is attached hereto as Exhibit A. The Conversion Date must fall at a time when the Conversion Right attaching to that Note is expressed in these Conditions to be exercisable and will be deemed to be the date of the surrender of the Note and delivery of such Conversion Notice and, if applicable, any payment to be made or indemnity given under these Conditions in connection with the exercise of such Conversion Right. A Noteholder delivering a Note for conversion must pay any taxes and capital, stamp, issue and registration duties arising on conversion (other than any taxes or capital, or stamp duties payable in the U.S. or required by any Stock Exchange, by the Company in respect of the allotment and issue of Shares and listing of the Shares on conversion). A Conversion Notice delivered shall be irrevocable. (ii) As soon as practicable, and in any event not later than fourteen (14) calendar days after the Conversion Date, the Company will cause the person or persons designated for the purpose in the Conversion Notice to be registered as holder(s) of the relevant number of Shares and will make a certificate or certificates for the relevant Shares available for collection at the Company's principal office in Houston, Texas or at the Company's transfer agent in New York, New York, or, if so requested in the relevant Conversion Notice, will deliver such certificate or certificates to the person and at the place specified in the Conversion Notice, at the risk of the Noteholder, together with any other securities, property or cash required to be delivered upon conversion and such assignments and other documents (if any) as may be required by law to effect the transfer thereof. (iii) The person or persons specified for that purpose will be deemed for all purposes to be the Holder of record of the number of Shares issuable upon conversion with effect from the Conversion Date. The Shares issued upon conversion of the Note will in all respects rank pari passu with the issued and outstanding Shares of Common Stock in issue on the relevant Conversion Date, except for any right excluded by mandatory provisions of applicable law. A Holder of Shares issued on conversion of the Note shall not be entitled to any rights for any record date which precedes the relevant Conversion Date. (iv) If any notice requiring the redemption of the Note is given pursuant to Condition 7(B) on or after the fifteenth (15th) calendar day prior to the record date in respect of any dividend payable in respect of the Shares and such notice specifies a date for redemption falling on or prior to the next following Interest Payment Date, interest shall (subject as hereinafter provided) accrue on the Note which shall have been delivered for conversion on or after such record date from the preceding Interest Payment Date; provided, that the relevant Noteholder's entitlement to interest on the Note, in the event that the Shares allotted on conversion thereof shall carry an entitlement to receive such dividend, shall be limited to the amount by which the interest such Noteholder would have received had no conversion taken place exceeds the amount of the dividend received on such Shares. Any such interest shall be paid by the Company not later than fourteen (14) calendar days after the relevant Conversion Date by U.S. dollar cheque drawn on, or by transfer to U.S. dollar account maintained by the payee with, a bank outside the United States in accordance with instructions given by the relevant Noteholder.

Procedure for Conversion. To convert any Conversion Amount into Conversion Shares on any date (ia “Conversion Date”), Holder shall (a) To exercise the Conversion Right attaching transmit by facsimile or otherwise in accordance with Section 11.2, for receipt on or prior to the Note4:00 p.m., the Holder thereof must completeNew York City time, execute and deposit at his own expense during normal business hours at the specified office of the Companyon such date, a copy of an executed notice of conversion (a "Conversion Notice") in the form for attached hereto as Appendix I (the time being currently obtainable from the specified office of the Company, together with the “Conversion Notice”) to Company and (b) cause this Note certificate and any amount to be paid by delivered to Company as soon as reasonably practicable on or following such date (but no later than within two Business Days following the Noteholder pursuant to this Condition 6(B)(i). The form of date on which the Conversion Notice is attached hereto as Exhibit A. The Conversion Date must fall at a time when given). On or before 4:00 p.m., New York City time, on the Conversion Right attaching to that Note is expressed in these Conditions to be exercisable and will be deemed to be first Business Day following the date of the surrender receipt of the Note and delivery a Conversion Notice, Company shall transmit by facsimile or otherwise in accordance with Section 11.2 a confirmation of receipt of such Conversion Notice and, if applicable, any payment to be made or indemnity given under these Conditions in connection with Holder (at the exercise of such Conversion Right. A Noteholder delivering a Note for conversion must pay any taxes and capital, stamp, issue and registration duties arising on conversion (other than any taxes or capital, or stamp duties payable in the U.S. or required by any Stock Exchange, by the Company in respect of the allotment and issue of Shares and listing of the Shares on conversion). A Conversion Notice delivered shall be irrevocable. (ii) As soon as practicable, and in any event not later than fourteen (14) calendar days after the Conversion Date, the Company will cause the person or persons designated for the purpose facsimile number provided in the Conversion Notice to be registered as holder(sNotice) of the relevant number of Shares and will make a certificate Company’s transfer agent, if any. On or certificates for the relevant Shares available for collection at the Company's principal office in Houston, Texas or at the Company's transfer agent in New Yorkbefore 4:00 p.m., New YorkYork City time, or, if so requested in on the relevant third Business Day following the date of receipt of a Conversion Notice, will Company shall issue and deliver such certificate or certificates to the person and at the place address as specified in the Conversion Notice, a certificate (or if consistent with Company’s customary practice for issuing Conversion Shares, non-certificated Conversion Shares represented by book-entry on the records of Company or Company’s transfer agent (the “Book-Entry Shares”)), registered in the name of Holder or its designee, for the number of Conversion Shares to which Holder shall be entitled. Company shall, as soon as reasonably practicable and in no event later than three Business Days after receipt of this Note and at its own expense, issue and deliver to Holder a new Note representing the risk outstanding principal not converted. The Person(s) entitled to receive the Conversion Shares issuable upon a conversion of the Noteholder, together with any other securities, property or cash required to this Note shall be delivered upon conversion and such assignments and other documents (if any) as may be required by law to effect the transfer thereof. (iii) The person or persons specified for that purpose will be deemed treated for all purposes to be as the Holder record holder or holders of record of the number of such Conversion Shares issuable upon conversion with effect from on the Conversion Date. The Any Conversion Amount converted into Conversion Shares issued upon conversion pursuant to this Section 3.3 shall be deemed to be satisfied in full as of the Note will in all respects rank pari passu with the issued and outstanding Shares of Common Stock in issue on the relevant Conversion Date, except for any right excluded by mandatory provisions and thereafter shall no longer accrue interest, regardless of applicable law. A Holder of Shares issued on conversion of the Note shall not be entitled to any rights for any record date which precedes the relevant Conversion Date. (iv) If any notice requiring the redemption of the whether and when this Note is given pursuant to Condition 7(B) on or after the fifteenth (15th) calendar day prior to the record date in respect surrendered and regardless of any dividend payable in respect of the when Conversion Shares and such notice specifies a date for redemption falling on or prior to the next following Interest Payment Date, interest shall (subject as hereinafter provided) accrue on the Note which shall have been delivered for conversion on or after such record date from the preceding Interest Payment Date; provided, that the relevant Noteholder's entitlement to interest on the Note, in the event that the Shares allotted on conversion thereof shall carry an entitlement to receive such dividend, shall be limited to the amount by which the interest such Noteholder would have received had no conversion taken place exceeds the amount of the dividend received on such Shares. Any such interest shall be paid by the Company not later than fourteen (14) calendar days after the relevant Conversion Date by U.S. dollar cheque drawn on, or by transfer to U.S. dollar account maintained by the payee with, a bank outside the United States in accordance with instructions given by the relevant Noteholderare issued.

Procedure for Conversion. (i) To exercise the Conversion Right attaching to the Principal Amount of any Note, the Holder thereof must complete, execute and deposit at his own expense during normal business hours at the specified office of the Company, a notice of conversion (a "“Conversion Notice"”) in the form for the time being currently obtainable from the specified office of the Company, together with the relevant Note certificate and any amount to be paid by the Noteholder pursuant to this Condition 6(B)(i). The form of Conversion Notice is attached hereto as Exhibit A. The Conversion Date must fall at a time when the Conversion Right attaching to the Principal Amount of that Note is expressed in these Conditions to be exercisable and will be deemed to be the date of the surrender of the Note and delivery of such Conversion Notice and, if applicable, any payment to be made or indemnity given under these Conditions in connection with the exercise of such Conversion Right. A Noteholder delivering a Note for conversion must pay any taxes and capital, stamp, issue and registration duties arising on conversion (other than any taxes or capital, or stamp duties payable in the U.S. or required by any Stock Exchange, by the Company in respect of the allotment and issue of Shares and listing of the Shares on conversion). A Conversion Notice delivered shall be irrevocable. (ii) As soon as practicable, and in any event not later than fourteen (14) calendar days after the Conversion Date, the Company will in the case of the Principal Amount of Notes converted on exercise of the Conversion Right or a Note being converted in accordance with Condition 6(D) and in respect of which a Conversion Notice has been delivered and the relevant Note and amounts payable by the relevant Noteholder deposited as permitted by sub-paragraph (i) above, cause the person or persons designated for the purpose in the Conversion Notice to be registered as holder(s) of the relevant number of Shares and will make a certificate or certificates for the relevant Shares available for collection at the Company's ’s principal office in Houston, Texas or at the Company's ’s transfer agent in New York, New York, or, if so requested in the relevant Conversion Notice, will deliver such certificate or certificates to the person and at the place specified in the Conversion Notice, at the risk of the Noteholder, together with any other securities, property or cash required to be delivered upon conversion and such assignments and other documents (if any) as may be required by law to effect the transfer thereof. (iii) The person or persons specified for that purpose will be deemed for all purposes to be the Holder of record of the number of Shares issuable upon conversion with effect from the Conversion Date or Mandatory Conversion Date, as the case may be. The Shares issued upon conversion of the Note Principal Amount of the Notes will in all respects rank pari passu with the issued and outstanding Shares of Common Stock in issue on the relevant Conversion Date or Mandatory Conversion Date, as the case may be, except for any right excluded by mandatory provisions of applicable law. A Holder of Shares issued on conversion of the Note Principal Amount of the Notes shall not be entitled to any rights for any record date which precedes the relevant Conversion Date or Mandatory Conversion Date, as the case may be. (iv) If any notice requiring the redemption of the Note any Notes is given pursuant to Condition 7(B) on or after the fifteenth (15th) calendar day prior to the record date in respect of any dividend payable in respect of the Shares and such notice specifies a date for redemption falling on or prior to the next following Interest Payment Date, interest shall (subject as hereinafter provided) accrue on the Note Notes which shall have been delivered for conversion on or after such record date from the preceding Interest Payment Date; provided, that the relevant Noteholder's ’s entitlement to interest on the any Note, in the event that the Shares allotted on conversion thereof shall carry an entitlement to receive such dividend, shall be limited to the amount by which the interest such Noteholder would have received had no conversion taken place exceeds the amount of the dividend received on such Shares. Any such interest shall be paid by the Company not later than fourteen (14) calendar days after the relevant Conversion Date by U.S. dollar cheque drawn on, or by transfer to U.S. dollar account maintained by the payee with, a bank outside the United States in accordance with instructions given by the relevant Noteholder.

Procedure for Conversion. (i) To exercise 7.1 The Conversion Rights pursuant to Condition 6 may, subject as provided herein and Condition 9, be exercised on any Business Day during the Conversion Right attaching Period by a Noteholder delivering to the Note, the Holder thereof must complete, execute and deposit at his own expense during normal business hours at the specified office of the Company, Company a notice of conversion (a "duly executed Conversion Notice") in the form for the time being currently obtainable from the specified office of the Company, together with the Note certificate and any amount to be paid by Certificate(s) for the Noteholder pursuant to this Condition 6(B)(i). The form of Conversion Notice is attached hereto as Exhibit A. The Note(s) being converted, provided that a Conversion Date must fall at a time when within the Conversion Right attaching to that Note is expressed in these Conditions to be exercisable and will be deemed to be the date of the surrender of the Note and delivery of such Period. A Conversion Notice and, if applicable, any shall take effect immediately upon the Conversion Date. 7.2 The Company shall be responsible for payment to be made or indemnity given under these Conditions in connection with the exercise of such Conversion Right. A Noteholder delivering a Note for conversion must pay any all taxes and capital, stampstamp duty, issue and registration duties (if any) levied in Hong Kong and Stock Exchange levies and charges (if any) arising on conversion (other than any taxes or capital, or stamp duties payable in the U.S. or required by any Stock Exchange, by the Company in respect of the allotment and issue of Shares and listing of the Shares on conversion). A Conversion Notice delivered shall be irrevocableShares. (ii) 7.3 As soon as practicable, and in any event not later than fourteen (14) calendar days five Business Days after the Conversion DateDate (or a later date if a longer period is required to comply with any applicable fiscal or other laws or regulations), the Company will cause the person or persons designated for the purpose will, in the case of Notes converted on exercise of the Conversion Right and in respect of which a duly completed Conversion Notice to be registered has been delivered and the relevant Note Certificate(s) deposited as holder(s) required by Condition 7.1, register the Noteholder as holder of the relevant number of Shares in its share register and will make a certificate or certificates for the relevant Shares available for collection will, at the Company's principal office in Houston, Texas or at election of the Company's transfer agent in New York, New York, or, if so requested Noteholder as indicated in the relevant Conversion Notice, will deliver either cause its share registrar to mail (at the risk, and, if sent at the request of such person otherwise than by ordinary mail, at the expense, of the person to whom such certificate or certificates are sent) such certificate(s) for such Shares to the person and at the place specified in the Conversion Notice, at or make available such certificate(s) for such Shares for collection from the risk Company’s address specified in Condition 13 (as communicated to Noteholders from time to time) from the end of the said five Business Day period (or the above-mentioned later date, as the case may be). 7.4 Notes which are converted will be cancelled by removal of the name of the person or entity which, prior to such conversion, was the holder of such Notes (the “Previous Noteholder, together with any other securities, property or cash required to be delivered upon conversion ”) from the register of Noteholders on the relevant Registration Date (as defined below) and such assignments and other documents (if any) as may be required by law to effect Previous Noteholder will become the transfer thereof. (iii) The person or persons specified for that purpose will be deemed for all purposes to be the Holder holder of record of the number of Shares issuable to be issued upon conversion with effect from the Conversion date such Previous Noteholder is registered as such in the register of shareholders of the Company (the “Registration Date”). The Shares issued upon conversion of the Note Notes will in all respects rank pari passu with the issued and outstanding Shares of Common Stock in issue on the relevant Conversion Registration Date. Save as set out in these Conditions, except for any right excluded by mandatory provisions of applicable law. A Holder a holder of Shares issued on conversion of the Note Notes shall not be entitled to any rights for any the record date for which precedes the relevant Conversion Registration Date. (iv) 7.5 If the record date for the payment of any notice requiring the redemption dividend or other distribution in respect of the Note any Shares to be issued to a converting Noteholder is given pursuant to Condition 7(B) on or after the fifteenth (15th) calendar day prior to the record date Conversion Date in respect of any dividend payable in respect Note but before the Registration Date (disregarding any retroactive adjustment of the Shares and such notice specifies a date for redemption falling on or Conversion Price pursuant to Condition 8.1 prior to the next following Interest Payment time such retroactive adjustment shall have become effective) with the effect that such Noteholder is not entitled to such dividend or distribution, the Company will pay to the converting Noteholder an amount in HK$ (the “Equivalent Amount”) equal to any such dividend or other distribution to which it would have been entitled had it been a holder of record of such Shares on that record date and will make the relevant payment to the relevant Noteholder at the same time as it makes payment of the dividend or other distribution or by the date 10 days after the Conversion Date, interest if later, provided that this Condition 7.5 shall (subject as hereinafter provided) accrue on the Note which shall have been delivered for conversion on or after such record date from the preceding Interest Payment Date; provided, that the relevant Noteholder's entitlement to interest on the Note, not apply in the event that the Shares allotted on conversion thereof shall carry an entitlement to receive such dividendthat, shall be limited with respect to the amount by which above-mentioned dividend or distribution, the interest such Noteholder would have received had no conversion taken place exceeds the amount of the dividend received on such SharesCompany is required to issue additional Shares pursuant to Condition 8.8. Any such interest The Equivalent Amount shall be paid by means of a cashier’s order in HK$ drawn on a licensed bank in Hong Kong and sent to the Company not later than fourteen (14) calendar days after address specified in the relevant Conversion Date by U.S. dollar cheque drawn on, or by transfer to U.S. dollar account maintained by the payee with, a bank outside the United States in accordance with instructions given by the relevant NoteholderNotice.

Procedure for Conversion. (i) To exercise the Conversion Right attaching to the any Note, the Holder thereof must complete, execute and deposit at his own expense during normal business hours at the specified office of the Company, a notice of conversion (a "Conversion Notice") in the form for the time being currently obtainable from the specified office of the Company, together with the relevant Note certificate and any amount to be paid by the Noteholder pursuant to this Condition 6(B)(i). The form of Conversion Notice is attached hereto as Exhibit A. The Conversion Date must fall at a time when the Conversion Right attaching to that Note is expressed in these Conditions to be exercisable and will be deemed to be the date of the surrender of the Note and delivery of such Conversion Notice and, if applicable, any payment to be made or indemnity given under these Conditions in connection with the exercise of such Conversion Right. A Noteholder delivering a Note for conversion must pay any taxes and capital, stamp, issue and registration duties arising on conversion (other than any taxes or capital, or stamp duties payable in the U.S. or required by any Stock Exchange, by the Company in respect of the allotment and issue of Shares and listing of the Shares on conversion). A Conversion Notice delivered shall be irrevocable. (ii) As soon as practicable, and in any event not later than fourteen (14) calendar days after the Conversion Date, the Company will in the case of Notes converted on exercise of the Conversion Right or a Note being converted in accordance with Condition 6(D) and in respect of which a Conversion Notice or has been delivered and the relevant Note and amounts payable by the relevant Noteholder deposited as permitted by sub-paragraph (i) above, cause the person or persons designated for the purpose in the Conversion Notice to be registered as holder(s) of the relevant number of Shares and will make a certificate or certificates for the relevant Shares available for collection at the Company's principal office in Houston, Texas or at the Company's transfer agent in New York, New York, or, if so requested in the relevant Conversion Notice, will deliver such certificate or certificates to the person and at the place specified in the Conversion Notice, at the risk of the Noteholder, together with any other securities, property or cash required to be delivered upon conversion and such assignments and other documents (if any) as may be required by law to effect the transfer thereof. (iii) The person or persons specified for that purpose will be deemed for all purposes to be the Holder of record of the number of Shares issuable upon conversion with effect from the Conversion Date or Mandatory Conversion Date, as the case may be. The Shares issued upon conversion of the Note Notes will in all respects rank pari passu with the issued and outstanding Shares of Common Stock in issue on the relevant Conversion Date or Mandatory Conversion Date, as the case may be, except for any right excluded by mandatory provisions of applicable law. A Holder of Shares issued on conversion of the Note Notes shall not be entitled to any rights for any record date which precedes the relevant Conversion Date or Mandatory Conversion Date, as the case may be. (iv) If any notice requiring the redemption of the Note any Notes is given pursuant to Condition 7(B) on or after the fifteenth (15th) calendar day prior to the record date in respect of any dividend payable in respect of the Shares and such notice specifies a date for redemption falling on or prior to the next following Interest Payment Date, interest shall (subject as hereinafter provided) accrue on the Note Notes which shall have been delivered for conversion on or after such record date from the preceding Interest Payment Date; provided, that the relevant Noteholder's entitlement to interest on the any Note, in the event that the Shares allotted on conversion thereof shall carry an entitlement to receive such dividend, shall be limited to the amount by which the interest such Noteholder would have received had no conversion taken place exceeds the amount of the dividend received on such Shares. Any such interest shall be paid by the Company not later than fourteen (14) calendar days after the relevant Conversion Date by U.S. dollar cheque drawn on, or by transfer to U.S. dollar account maintained by the payee with, a bank outside the United States in accordance with instructions given by the relevant Noteholder.