Common use of Mandatory Conversion Clause in Contracts

Mandatory Conversion. (a) Subject to this Section 7 and the conversion procedures set forth in Section 8, at any time on or after the third anniversary of the Original Issuance Date, the Company may elect, upon the approval of a majority of the independent and disinterested directors of the Board, to convert all, but not less than all, of the outstanding shares of Series A Preferred Stock into shares of Common Stock by delivery to the Holders of a Notice of Mandatory Conversion in accordance with Section 7(b); provided, that the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty percent (150%) of the Conversion Price for the thirty (30) consecutive Trading Days immediately preceding the date of such Notice of Mandatory Conversion, which election shall be irrevocable (the election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which the Mandatory Conversion occurs, the “Mandatory Conversion Date”)). In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into (i) a number of shares of Common Stock equal to the quotient of (A) the Liquidation Preference of such share of Series A Preferred Stock as of the applicable Mandatory Conversion Date, divided by (B) the Conversion Price as of the applicable Mandatory Conversion Date, and (ii) cash in lieu of fractional shares as set out in Section 8(d). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (A) above.

Mandatory Conversion. On the later to occur of (ax) Subject to this Section 7 the date that is ten (10) days after the Second Closing or (y) the Special Mandatory Conversion Date (as such term is defined in the Restated Charter (as defined below)) each Opting Out Purchaser shall convert the portion of such Opting Out Purchaser’s shares of the Company’s Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), Series A1 Preferred Stock, par value $0.001 per share (“Series A1 Preferred Stock”), Series B Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”), and Series C Preferred Stock, par value $0.001 per share (“Series C Preferred Stock” and together with the conversion procedures Series A Preferred Stock, Series A1 Preferred Stock, Series B Preferred Stock, the “Preferred Stock”) that would have automatically been converted into shares of Common Stock as a result of the Special Mandatory Conversion set forth in Section 8the Restated Charter had the Opting Out Purchaser not initially agreed to purchase the Notes that were to have been sold to such Purchaser at the Second Closing had such Purchaser not chosen to become an Opting Out Purchaser (such conversion, at a “Mandatory Conversion”), and shall surrender all of such Opting Out Purchaser’s stock certificates representing shares of Preferred Stock (or, if such Opting Out Purchaser alleges that such certificates have been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any time claim that may be made against the Company on or after the third anniversary account of the Original Issuance Datealleged loss, theft or destruction of such certificate) to the Company, and shall thereafter receive from the Company may electcertificates for the number of shares of Common Stock to which such Opting Out Purchaser is entitled pursuant this Section 1.02(e), upon in addition to new certificates for the approval shares of Preferred Stock that remain following such conversion, if any, together with cash in lieu of any fraction of a majority share of Common Stock otherwise issuable upon such conversion. Upon the failure by an Opting Out Purchaser to request a conversion within the time period as set forth in this Section 1.02(e), such Opting Out Purchaser hereby grants the President and Treasurer of the independent Company (the “Proxies” and disinterested directors each a “Proxy”) a proxy coupled with an interest in all shares of Preferred Stock owned by such Opting Out Purchaser with the Boardpower to act alone and with full power of substitution, which proxy shall be irrevocable until this Agreement terminates pursuant to its terms, to convert all, but not less than all, request conversion of the outstanding such Opting Out Purchaser’s shares of Series A Preferred Stock into shares of Common Stock by delivery to as specified in this Section 1.02(e). Upon the Holders request of a Notice Proxy of Mandatory Conversion in accordance with Section 7(b); providedan Opting Out Purchaser, that the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty percent (150%) of the Conversion Price for the thirty (30) consecutive Trading Days immediately preceding the date of such Notice of Mandatory Conversion, which election shall be irrevocable (the election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which effect the Mandatory Conversion occurs, called for above on its books and records and shall issue the “Mandatory Conversion Date”)). In stock certificates for the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into (i) a number of shares of Common Stock equal to which such Opting Out Purchaser is entitled pursuant this Section 1.02(e), in addition to new certificates for the quotient shares of (A) the Liquidation Preference of such share of Series A Preferred Stock as of the applicable Mandatory Conversion Datethat remain following such conversion, divided by (B) the Conversion Price as of the applicable Mandatory Conversion Dateif any, and (ii) together with cash in lieu of fractional shares as set out in Section 8(dany fraction of a share of Common Stock otherwise issuable upon such conversion upon receipt from the Opting Out Purchaser of its old Preferred Stock certificates (or, if such Opting Out Purchaser alleges that such certificates have been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate). If Each Purchaser hereto acknowledges and agrees that any breach of this Section 1.02(e) would result in substantial harm to the Company for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that the Company shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity for breaches of this Section 1.02(e) and in addition shall be entitled to recover the costs of enforcing the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid against any Opting Out Purchaser who fails to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of effect a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (A) above.

Mandatory Conversion. (a) Subject to this Section 7 The Preferred Stock shall be mandatorily convertible into shares of AA Group Common Stock at the times and in the conversion procedures amounts set forth in Section 8, at any time on or after the third anniversary below. On each of the Original Issuance 30th, 60th, 90th and 120th days following the Effective Date (each such date, a “Conversion Date”), the Company may elect, upon the approval of a majority Preferred Stock with an aggregate stated value equal to (i) 25% of the independent and disinterested directors of the Board, to convert all, but not less than all, Total Initial Stated Value plus (ii) all dividends accrued through such date on all of the outstanding shares of Series A Preferred Stock into shares of Common Stock by delivery to (the Holders of a Notice of Mandatory Conversion in accordance with Section 7(b); provided, that the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty percent (150%) of the Conversion Price for the thirty (30) consecutive Trading Days immediately preceding the date stated value of such Notice of Mandatory Conversion, which election shall be irrevocable (the election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which the Mandatory Conversion occursdividends, the “Mandatory Conversion DateAmount”), shall be automatically converted into shares of AA Group Common Stock at a conversion price equal to 96.5% of the VWAP, calculated as of such date, subject to the collar described below (the “Preferred Conversion Price”); provided, however, that the aggregate stated value of Preferred Stock to be converted on the final Conversion Date shall be reduced by an amount equal to the aggregate stated value of any Preferred Stock converted pursuant to the optional conversion described below. The Debtors shall cooperate with the counsel to Ad Hoc Committee of AMR Corporation Creditors to implement in good faith the conversion mechanics described in this “Mandatory Conversion” and in “Optional Conversion” below. Optional Conversion: Preferred Stock, up to $250 million (the “Maximum Optional Conversion Amount”), may be converted at any time in each of the Conversion Periods by the holders thereof at the Preferred Conversion Price calculated as of such date; provided, however, that in no event shall the aggregate stated value of Preferred Stock converted (including pursuant to the mandatory conversion described above) during any Conversion Period exceed the sum of (x) 25% of the Total Initial Stated Value plus all accrued dividends and (y) $250 million. In the case event that, during any Conversion Period, the aggregate stated value of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall for which such optional conversion is duly elected exceeds $250 million, such Preferred Stock will be converted into on a “first come first serve” basis, and (i) a number of shares of Common Stock equal to any such election made after the quotient of (A) the Liquidation Preference of such share of Series A Preferred Stock as of the applicable Mandatory Optional Conversion Date, divided by (B) the Conversion Price as of the applicable Mandatory Conversion Date, Cutoff Date shall not be given any effect and (ii) cash in lieu of fractional shares as set out in Section 8(d). If with respect to any Preferred Stock for which an optional conversion election is duly made by the Mandatory Optional Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Cutoff Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not Stock that is converted shall be included in cut back pro rata (among all shares for which the Liquidation Preference referred to in clause (Aelection was duly made on such date) above.to

Mandatory Conversion. If (ai) Subject to this Section 7 and the conversion procedures set forth in Section 8, at any time on or after the third anniversary volume-weighted average trading price of the Original Issuance Date, the Company may elect, upon the approval of a majority of the independent and disinterested directors of the Board, to convert all, but not less than all, of the outstanding shares of Series A Preferred Stock into shares of Common Stock by delivery to on the Holders principal national securities exchange on which the Common Stock is then listed for trading equals or exceeds the greater of a Notice of Mandatory Conversion in accordance with Section 7(b); provided, that the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP (x) $2.50 per share of Common Stock exceeds one hundred fifty percent or (150%y) of the Conversion Price $1.741 for twenty (20) trading days during the thirty (30) consecutive Trading Days trading day period ending on, and including, the trading day immediately preceding the date on which the Maker provides the Maker Conversion Notice as set forth below, and (ii) the shares of Common Stock issuable upon conversion of the Note are then registered for resale pursuant to a then effective registration statement pursuant to which the Payee may currently resell such Notice shares, then the Maker shall have the option from time to time, exercisable by delivery of Mandatory Conversion, which election shall be irrevocable written notice to the Payee substantially in the form attached hereto as Annex B (the election “Maker Conversion Notice”), to convert shares all or a portion of Series A Preferred Stock pursuant to the outstanding principal and accrued and unpaid interest then owing under this Section 7, a “Mandatory Conversion,” and the date upon which the Mandatory Conversion occurs, the “Mandatory Conversion Date”)). In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted Note into (i) a number of shares of Common Stock equal to the quotient of obtained by dividing (A) the Liquidation Preference amount of such share outstanding principal and accrued and unpaid interest owing through the date immediately prior to the date of Series A Preferred Stock as of the applicable Mandatory Conversion Dateconversion, divided by (B) the Conversion Price as of on a date specified in the applicable Mandatory Maker Conversion DateNotice that is no later than the second Business Day following such Maker Conversion Notice. On the date such a conversion occurs, and (ii) cash in lieu of fractional shares as set out in Section 8(d). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid Maker shall pay to the Holder Payee, in shares of each share of Series A Preferred Common Stock as of (valued at the close of business then Conversion Price), an amount equal to the cumulative interest (compounded quarterly) that, but for the conversion, would have accrued on the applicable Record Date for such Dividendamount converted pursuant to the terms hereof until the Maturity Date. For the avoidance of doubt, notwithstanding this Section 6(b) shall have no force and effect during or with respect to any period in which the Company’s exercise of a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will Common Stock is not be included in the Liquidation Preference referred to in clause (A) aboveor has not been continually listed on any national securities exchange.

Mandatory Conversion. (a) Subject Notwithstanding anything herein to this Section 7 and the contrary, subject to the conversion procedures limitations set forth in Section 83.2, at any time on or if, after the third anniversary date a registration statement covering the resale of the Original Issuance DateConversion Shares is declared effective, and so long as such registration statement remains effective, (A) the closing price for any ten (10) consecutive trading days (a "Conversion Period") exceeds 135% of the then effective Fixed Conversion Price, the Company may electHolder will, upon the approval within ten (10) trading days of a majority any such Conversion Period, convert all or part of the independent and disinterested directors then outstanding Principal Amount of this Note plus all accrued, but unpaid interest thereon. The Holder shall only be required to effect such a conversion referred to in the immediately preceding sentence if each of the Board, following shall be true: (i) there is an effective registration statement pursuant to convert all, but not less than all, which the Holder is permitted to utilize the prospectus thereunder to resell all of the outstanding shares Conversion Shares issued to the Holder (or such Conversion Shares are eligible under Rule 144 of Series A Preferred Stock into the Securities Act); (ii) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock by delivery for the issuance of all the Conversion Shares as are issuable to the Holders Holder upon such conversion of a Notice this Note pursuant to this Section 3.6 and (iii) the amount of Mandatory Conversion in accordance this Note to be so converted pursuant to this Section 3.6 (when combined with the amount of the secured convertible minimum borrowing note issued by the Borrower to the Holder on the date hereof to be so converted pursuant to Section 7(b); provided, that 3.6 thereof and the Company shall amount of any other promissory note issued by the Borrower to the Holder required to be similarly manditorily converted) does not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty exceed ten percent (15010%) of the Conversion Price for aggregate dollar trading volume of the thirty (30) consecutive Trading Days immediately preceding the date of such Notice of Mandatory Conversion, which election shall be irrevocable (the election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which the Mandatory Conversion occurs, the “Mandatory Conversion Date”)). In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into (i) a number of shares of Common Stock equal to the quotient of (A) the Liquidation Preference of such share of Series A Preferred Stock as of the applicable Mandatory Conversion Date, divided by (B) during the Conversion Price as of the applicable Mandatory Conversion Date, and (ii) cash in lieu of fractional shares as set out in Section 8(d). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (A) abovePeriod.

Mandatory Conversion. Each Series F Preferred Share (aor fractional share) Subject shall automatically and without any action on the part of the holder thereof convert into one Common Share (or equivalent fractional share, as applicable) (subject to this Section 7 and the conversion procedures set forth adjustment as contemplated in Section 87(c) below, at any time on or after the third “Conversion Rate”) upon the earlier of (i) the six-month anniversary of the Original Issuance Datelisting of the Common Shares for trading on a national securities exchange, (ii) the date approved as the conversion date by the Board following a termination of the Agreement and Plan of Merger, dated as of July 25, 2021, by and among the Company, Rodeo Sub I, LLC, Capstead Mortgage Corporation and Benefit Street Partners L.L.C., (iii) three business days prior to a Liquidation Event in the event that the Board determines (which determination shall be conclusive) that the liquidating distribution per share in respect of such converted Series F Preferred Share (or fractional share) would be in an amount in excess of $2.00 per share, or (iv) immediately prior to the effective time of a Company Change of Control, provided that the consideration per share payable in connection with such Company Change of Control in respect of such converted Series F Preferred Share (or fractional share) is an amount in excess of $2.00. A “Company Change of Control” shall be deemed to have occurred at such time after the effective date of these Articles Supplementary when the following has occurred and is continuing: the sale of all or substantially all of the business or assets of the Company may elect(by sale, upon merger, consolidation or otherwise), or the approval of acquisition by any person, including any syndicate or group deemed to be a majority “person” under Section 13(d)(3) of the independent and disinterested directors Securities Exchange Act of 1934, as amended, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of securities of the Board, Company entitling the acquiring person to convert all, but not less exercise more than all, of the outstanding shares of Series A Preferred Stock into shares of Common Stock by delivery to the Holders of a Notice of Mandatory Conversion in accordance with Section 7(b); provided, that the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty percent (15050%) of the Conversion Price for total economic interests or total voting power of all securities of beneficial interest of the thirty Company entitled to vote generally (30) consecutive Trading Days immediately preceding except that such acquiring person will be deemed to have beneficial ownership of all securities that such person has the date of right to acquire, whether such Notice of Mandatory Conversion, which election shall be irrevocable (right is currently exercisable or is exercisable only upon the election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which the Mandatory Conversion occurs, the “Mandatory Conversion Date”)). In the case occurrence of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into (i) a number of shares of Common Stock equal to the quotient of (A) the Liquidation Preference of such share of Series A Preferred Stock as of the applicable Mandatory Conversion Date, divided by (B) the Conversion Price as of the applicable Mandatory Conversion Date, and (ii) cash in lieu of fractional shares as set out in Section 8(dsubsequent condition). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (A) above.

Mandatory Conversion. (a) Subject to this Section 7 and the conversion procedures set forth Right of Revocation as described in Section 8, at any time on or after the third anniversary of the Original Issuance Date, the Company may elect10(e) below, upon the approval occurrence of a majority of the independent and disinterested directors of the BoardLiquidity Event, to convert all, but not less than all, all of the outstanding shares and unpaid principal amount of Series A Preferred Stock this Note shall convert into fully paid and non-assessable shares of Common Stock, as such Common Stock by delivery to exists on the Holders date hereof, or any shares of a Notice capital stock or other securities of Mandatory the Company into which such Common Stock shall hereafter be changed or reclassified at the Conversion in accordance with Section 7(bPrice (as defined below) determined as provided herein (the “Conversion”); provided, however, that the Company in no event shall not be entitled to deliver a Notice this Note convert in excess of Mandatory Conversion unless the VWAP per share that portion of Common Stock exceeds one hundred fifty percent (150%) this Note upon conversion of the Conversion Price for the thirty (30) consecutive Trading Days immediately preceding the date of such Notice of Mandatory Conversion, which election shall be irrevocable (the election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which the Mandatory Conversion occurs, sum of (1) the “Mandatory Conversion Date”)). In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into (i) a number of shares of Common Stock equal beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the quotient limitations contained herein) and (2) the number of shares of Common Stock issued upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder (up to a maximum of 9.99%) upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (A1) the Liquidation Preference principal amount of this Note to be converted in such share of Series A Preferred Stock as of conversion plus (2) at the applicable Mandatory Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, divided by provided however, that the Company shall have the right to pay any or all interest in cash plus (B3) at the Conversion Price as of the applicable Mandatory Conversion DateHolder’s option, and (ii) cash in lieu of fractional shares as set out in Section 8(d). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment DateDefault Interest, then (x) on such Dividend Payment Dateif any, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference amounts referred to in clause the immediately preceding clauses (A1) aboveand/or (2).

Mandatory Conversion. 6 If the Company delivers to a Holder written notice (aa “Mandatory Conversion Notice”) Subject electing to exercise the Company’s 6 Note to Draft: In the Series A-2 Certificate of Designations, upon receipt of the Requisite Stockholder Approval, each share of Series A-2 Preferred Stock will automatically convert into (x) that number of shares of Series A-1 Preferred Stock equal to (1) the sum of the Liquidation Preference of a share of Series A-2 Preferred Stock divided by (2) the sum of the Liquidation Preference of a share of Series A-1 Preferred Stock and (y) the right to receive the accrued and unpaid dividends thereon (whether or not declared). rights under this Section 7 7(b) and specifying (A) the applicable Mandatory Conversion Date (which shall be no earlier than the date such Mandatory Conversion Notice is delivered to such Holder), (B) that the conversion will occur on such Mandatory Conversion Date and (C) with respect to such Holder, the number of shares of Class A Common Stock (and the conversion procedures amount of cash) into which such Holder’s shares of Series A-1 Preferred Stock will convert, then effective as of such Mandatory Conversion Date, all such Holder’s shares of Series A-1 Preferred Stock shall automatically convert into shares of Class A Common Stock as set forth in Section 8below, at any time on or after the third anniversary subject to satisfaction of the Original Issuance following conditions: (i) if the Company Stockholder Meeting (as defined in the Investment Agreement) is required to be held pursuant to the Investment Agreement, the Requisite Stockholder Approval (as defined in the Company Stockholder Meeting) shall have been obtained; (ii) the Company shall have declared and paid all accrued but unpaid dividends on all then outstanding shares of Series A-1 Preferred Stock up to and including the Mandatory Conversion Date; and (iii) all shares of Class A Common Stock that either (x) are issuable upon conversion of Series A-1 Preferred Stock or (y) were issued to Holders or one or more of their respective Affiliates on the Issue Date (or in respect of such shares of Class A Common Stock) shall have been registered by the Company for resale by the holders thereof pursuant to a then-effective registration statement that is (I) an automatic shelf registration statement (as defined in Rule 405 (or any successor provision) of the Securities Act of 1933, as amended (the “Securities Act”)) or (II) if the Company is not then eligible to use an automatic shelf registration statement, on Form S-3 under Rule 415 under the Securities Act or any similar or successor short-form registration (“Short-Form Registration”); provided, however, that if the Company is not then eligible to use a Short-Form Registration, the Company may electsatisfy the condition in clause (iii) through a registration statement on Form S-1 or any similar or successor long-form registration that is then effective and available for the immediate offer, upon sale and distribution by the approval Holders and their Affiliates of a majority all the shares of Class A Common Stock described in clause (iii). Notwithstanding the foregoing, if, prior to the [second7] anniversary of the independent and disinterested directors Issue Date, the Closing Price of the Board, to convert all, but not less than all, of the outstanding shares of Series Class A Preferred Stock into shares of Common Stock by delivery to the Holders of a Notice of Mandatory Conversion in accordance with Section 7(b); provided, that the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty percent (150%) 130% of the Conversion Price for the thirty (30) 30 consecutive Trading Days Days, then, if (x) the conditions set forth in clauses (i), (ii) and (iii) of the immediately preceding sentence are satisfied and (y) the date average weekly reported volume of trading in the Class A Common Stock on all national securities exchanges during the four most recently completed calendar weeks completed prior to the applicable Mandatory Conversion Date exceeds 1.5% of the then-issued and outstanding shares of Class A Common Stock, as of the Business Day immediately following the final Trading Day of such Notice 30 consecutive Trading Day period, the Company shall have the right, at its option, at any time or from time to time, to cause some or all of Mandatory Conversion, which election shall the Series A-1 Preferred Stock to be irrevocable (the election converted into shares of Class A Common Stock as set forth below by delivering a written notice to convert each holder of outstanding shares of Series A A-1 Preferred Stock pursuant 7 Note to this Section 7, a “Mandatory Conversion,” and Draft: To be the date upon which same anniversary as included in the Mandatory Conversion occurs, the “definition of Mandatory Conversion Date”)). In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into describing (i) a number of shares of Common Stock equal to the quotient of (A) the Liquidation Preference of such share of Series A Preferred Stock as of the applicable Mandatory Conversion Date, (ii) the conversion that occurred (or will occur) on such Mandatory Conversion Date, and (iii) with respect to such holder, the number of shares of Class A Common Stock (and cash in lieu of fractional shares) into which such holder’s shares of Series A-1 Preferred Stock converted (or will convert); provided, however, that (1) the Mandatory Conversion Date described in such notice may not be earlier than the fifth business day prior to delivery of such notice, and (2) the conditions set forth in clauses (x) and (y) of this sentence must remain satisfied as of such Mandatory Conversion Date. If the Company elects to cause less than all the shares of the Series A-1 Preferred Stock to be converted, the Company shall select the Series A-1 Preferred Stock to be converted from each Holder on a pro rata basis. If the Company selects a portion of a Holder’s Series A-1 Preferred Stock for partial conversion at the option of the Company and such Holder converts a portion of its shares of Series A-1 Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7. Each share of Series A-1 Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock equal to (A) the quotient of (1) the Liquidation Preference divided by (2) 1,000 multiplied by (B) the Conversion Price as Rate in effect at the time of such conversion (subject to aggregation and the applicable Mandatory Conversion Date, and (ii) payment of cash in lieu of fractional shares as set out provided in Section 8(d12 of this Certificate of Designations). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (A) above.

Mandatory Conversion. Upon the closing of a financing (a "Qualified Offering") by the Company during the term of the Note (the "Conversion Date") involving the sale of at least $15,000,000 in equity securities by the Company (and/or securities convertible into equity securities of the Company (the "Equity Financing Securities)), all of the outstanding principal amount of this Note, together with accrued and unpaid interest due thereon, shall automatically, without the necessity of any action by the Holder or the Company, convert (the "Mandatory Conversion") into units of the Company (the "Units") at a conversion price per Unit equal to the lesser of 80% of (a) Subject the price per share of the Equity Financing Securities sold in the Qualified Offering, or (b) $7.00 (the "Mandatory Conversion Price"). Each Unit shall consists of one share (the "Unit Shares") of the Company's common stock, $0.0001 par value per share (the "Common Stock"), and one five-year warrant (the "Unit Warrants") to purchase one additional share (the "Unit Warrant Shares") of Common Stock at an exercise price equal to 125% of the price per share of the Equity Financing Securities sold in the Qualified Offering. The number of Units issuable upon a Mandatory Conversion of this Note shall be determined by the quotient obtained by dividing (i) the outstanding principal amount of this Note being converted plus accrued but unpaid interest thereon on the Conversion Date by (ii) the Mandatory Conversion Price. The calculation by the Company of the number of Units to be received by the Holder upon conversion hereof, shall be conclusive absent manifest error. No fraction of Units will be issued on conversion, but the number of Units shall be rounded to the nearest whole number of Units. On the Conversion Date, as the result of the Mandatory Conversion, the Note shall be of no further force or effect and shall be terminated. The Holder shall thereafter return this Note to the Company via a nationally recognized overnight delivery service (or provide an indemnification undertaking with respect to this Section 7 and Note in the conversion procedures set forth in Section 8case of its loss, at any time on theft or after destruction). On or before the third anniversary of fifth trading day for the Original Issuance DateCommon Stock following the Mandatory Conversion, the Company may elect, upon the approval of a majority of the independent shall cause its transfer agent to issue and disinterested directors of the Board, to convert all, but not less than all, of the outstanding shares of Series A Preferred Stock into shares of Common Stock by delivery to the Holders of a Notice of Mandatory Conversion in accordance with Section 7(b); provided, that the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty percent (150%) of the Conversion Price for the thirty (30) consecutive Trading Days immediately preceding the date of such Notice of Mandatory Conversion, which election shall be irrevocable (the election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which the Mandatory Conversion occurs, the “Mandatory Conversion Date”)). In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into (i) a number of shares of Common Stock equal to the quotient of (A) the Liquidation Preference of such share of Series A Preferred Stock as of the applicable Mandatory Conversion Date, divided by (B) the Conversion Price as of the applicable Mandatory Conversion Date, and (ii) cash in lieu of fractional shares as set out in Section 8(d). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock at the address specified in this Note or such other address as directed by the Holder, a certificate, registered in the name of the close Holder, for the number of business on Units to which the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (A) aboveHolder is entitled."

Mandatory Conversion. All outstanding shares of Junior Preferred Stock shall automatically be converted, at the Conversion Ratio, into fully paid and non-assessable shares of Common Stock at such time as the Company consummates a Qualified Initial Public Offering (aas hereinafter defined), in which the aggregate per share offering price is at least $15.625 per share (provided that in the event the Company shall effect any stock dividend, stock split, reverse stock split or other combination of shares of common stock, recapitalization, reclassification, merger, consolidation or exchange offer, or similar events and transactions, then, and in each such case, such minimum price per share in effect immediately prior to such event or transaction or the record date therefor, whichever is earlier, shall be appropriately adjusted as determined in good faith by the Board); provided, however, that such outstanding shares of Junior Preferred Stock shall not be converted if, and to the extent that, shares of Junior Preferred Stock shall have been called for redemption pursuant to Section 8(b) Subject hereof on or prior to the date of consummation of the Qualified Initial Public Offering; and provided further that, notwithstanding the immediately preceding proviso, such unconverted shares of Junior Preferred Stock shall nevertheless automatically be converted on the date that the applicable redemption payment is due pursuant to Section 8(e) hereof if and to the extent that such redemption payment shall not be made. The term "Qualified Initial Public Offering" shall mean one or a series of firm commitment underwritten public offerings of newly issued Common Stock pursuant to a registration statement under the Securities Act of 1933, as amended, where (i) the proceeds to the Company (prior to deducting any underwriters' discounts and commissions) equal or exceed $100,000,000 and (ii) upon consummation of such offering, the Common Stock is listed on the New York Stock Exchange or American Stock Exchange or authorized to be traded on the Nasdaq National Market. The Company shall notify each record holder of Junior Preferred Stock, by first class mail, postage prepaid, on the date of consummation of the Qualified Initial Public Offering, of the mandatory conversion of all outstanding shares of Junior Preferred Stock in accordance with this Section 7 7(b) and that the issuance of certificates representing the shares of Common Stock issued on conversion thereof shall be effected in accordance with the procedures set forth in Section 8, at 7(c) hereof. Failure to give such notice to any time on or after such holder shall in no way affect the third anniversary mandatory conversion of the Original Issuance Date, the Company may elect, upon the approval of a majority of the independent and disinterested directors of the Board, to convert all, but not less than all, of the outstanding shares of Series A such Junior Preferred Stock into shares Common Stock. Immediately following such conversion, the rights of the holders of all Junior Preferred Stock shall cease and the persons entitled to receive the Common Stock by delivery to upon the Holders conversion of a Notice of Mandatory Conversion in accordance with Section 7(b); provided, that Junior Preferred Stock shall be treated for all purposes as having become the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty percent (150%) of the Conversion Price for the thirty (30) consecutive Trading Days immediately preceding the date owners of such Notice of Mandatory Conversion, which election shall be irrevocable (the election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which the Mandatory Conversion occurs, the “Mandatory Conversion Date”)). In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into (i) a number of shares of Common Stock equal to the quotient of (A) the Liquidation Preference of such share of Series A Preferred Stock as of the applicable Mandatory Conversion Date, divided by (B) the Conversion Price as of the applicable Mandatory Conversion Date, and (ii) cash in lieu of fractional shares as set out in Section 8(d). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (A) aboveStock.

Mandatory Conversion. (a) Subject to this Section 7 and Upon the conversion procedures set forth in Section 8closing of the sale of shares of Common Stock, at any time on or after a price of at least $105.0916925 per share (subject to appropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting such shares), in a public offering pursuant to an effective registration statement under the third anniversary Securities Act of 1933, as amended, that has been effected with the consent of CellStar Telecom, Inc. ("CellStar"), which consent shall be provided by CellStar in good faith (subject to acting in the best interests of the Original Issuance shareholders of CellStar Corporation) (the "Mandatory Conversion Date"), the Company may elect, upon the approval of a majority of the independent and disinterested directors of the Board, to convert all, but not less than all, of the (i) all outstanding shares of Series A Convertible Preferred Stock and all outstanding shares of B Convertible Preferred Stock shall automatically be converted without any further action by the holders of the A Convertible Preferred Stock and the B Convertible Preferred Stock into shares of Voting Common Stock by delivery to Stock, at the Holders of a Notice of Mandatory Conversion in accordance with Section 7(b)then effective conversion rate; provided, that that, (x) all outstanding shares of Voting Common Stock is the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share class of Common Stock exceeds one hundred fifty percent being registered and (150%y) the holders of Nonvoting Common Stock shall automatically be converted without any further action by the holders of the Conversion Price for the thirty (30) consecutive Trading Days immediately preceding the date of such Notice of Mandatory Conversion, which election shall be irrevocable (the election to convert Nonvoting Common Stock into shares of Series A Preferred Stock pursuant to this Section 7Voting Common Stock, a “Mandatory Conversion,” and at the date upon which the Mandatory Conversion occurs, the “Mandatory Conversion Date”)). In the case rate of a Mandatory Conversion, each one share of Series A Preferred Stock then outstanding shall be converted into (i) a number of shares of Nonvoting Common Stock equal to the quotient of (A) the Liquidation Preference of such for one share of Series A Preferred Stock as of the applicable Mandatory Conversion Date, divided by (B) the Conversion Price as of the applicable Mandatory Conversion DateVoting Common Stock, and (ii) cash in lieu the number of fractional authorized shares of Convertible Preferred Stock shall be automatically reduced by the number of shares of Convertible Preferred Stock that had been designated as set out in Section 8(d). If A Convertible Preferred Stock and B Convertible Preferred Stock, and all provisions included under the Mandatory Conversion Date occurs on or after the Record Date for a Dividend caption "Convertible Preferred Stock", and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid all references to the Holder of each share of Series A Convertible Preferred Stock as and B Convertible Preferred Stock, shall be deleted and shall be of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (A) aboveno further force or effect.

Mandatory Conversion. (a) Subject to this Section 7 and the conversion procedures set forth in Section 8, If at any time on or after beginning with the third anniversary fiscal quarter of the Original Issuance Company ending on June 30, 2007, (the "Mandatory Conversion Eligibility Date"), (i) the Company has (A) been Profitable for two (2) consecutive fiscal quarters (not taking into account any non-cash charges related to the issuance and sale of the Preferred Shares) (each such quarter, a "Positive Quarter") and (B) filed 25 ANDAs including 12 from a list agreed upon by the Required Holders and the Company, and (ii) the Equity Conditions shall have been satisfied or waived in writing by the Holder on each day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (each, as defined below), the Company may elect, upon shall have the approval of a majority right to require the Holder to convert up to all of the independent Conversion Amount into fully paid, validly issued and disinterested directors nonassessable shares of Common Stock in accordance with Section 3(c) hereof at the Conversion Rate as of the Board, Mandatory Conversion Date (as defined below) (a "Mandatory Conversion"). The Company may exercise its right to convert require conversion under this Section 9(a) on one occasion by delivering within not more than two (2) Trading Days following the end of the public announcement of such second consecutive Positive Quarter a written notice thereof by facsimile and overnight courier to all, but not less than all, of the outstanding shares Holders of Series A Preferred Stock into shares Shares and the Transfer Agent (the "Mandatory Conversion Notice" and the date all of Common Stock by delivery to the Holders of a received such notice by facsimile is referred to as the "Mandatory Conversion Notice of Date"). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (i) the Trading Day selected for the Mandatory Conversion in accordance with Section 7(b9(a); provided, that which Trading Day shall be at least twenty (20) Business Days but not more than sixty (60) Business Days following the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless Notice Date (the VWAP per share "Mandatory Conversion Date"), (ii) the number of Common Stock exceeds one hundred fifty percent (150%) of the Conversion Price for the thirty (30) consecutive Trading Days immediately preceding the date Preferred Shares of such Notice of Holder subject to the Mandatory Conversion, which election shall be irrevocable (iii) the election aggregate Conversion Amount of the Preferred Shares subject to convert shares Mandatory Conversion from all of Series A the Holders of the Preferred Stock Shares pursuant to this Section 7, a “Mandatory Conversion,” 9 and (iv) the date upon which the Mandatory Conversion occurs, the “Mandatory Conversion Date”)). In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into (i) a number of shares of Common Stock equal to be issued to such Holder on the quotient of (A) the Liquidation Preference of such share of Series A Preferred Stock as of the applicable Mandatory Conversion Date. Notwithstanding the foregoing, divided by (B) the Company may not effect a Mandatory Conversion Price as of any applicable Holder under this Section if the number of shares of Common Stock issuable upon conversion of the applicable Preferred Shares of any Holder subject to a Mandatory Conversion Date, and (ii) cash in lieu would cause such Holder's beneficial ownership of fractional shares the Common Stock to exceed the Maximum Percentage as set out forth in Section 8(d). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (A) above5.

Mandatory Conversion. (a) Subject to this Section 7 and the conversion procedures set forth in Section 8, If at any time on or after the third eighteen (18) month anniversary of the Original Issuance Date (the “Mandatory Conversion Eligibility Date”), (i) the daily VWAP of the Common Stock is equal to or greater than $0.953 per share (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the ten (10) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Conversion Measuring Period”), (ii) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT for each Trading Day during the Mandatory Conversion Measuring Period exceeds $5,500,000 per day (as adjusted for stock splits, combinations and other similar transactions occurring after the Subscription Date) and (iii) no Equity Conditions Failure shall have occurred and be continuing, then the Company may elect, upon shall have the approval of a majority of right to require the independent and disinterested directors of the Board, Holder to convert all, but not less than all, of this Series 1 Debenture for all of the then outstanding shares principal amounts under this Series 1 Debenture in accordance with Section 3 hereof (a “Mandatory Conversion”). The Company may exercise its right to require conversion under this Section 8 by delivering (provided that all of Series A Preferred Stock into shares the conditions set forth in clauses (i) through (iii) above are then satisfied), on the first (1st) Trading Day immediately following the end of Common Stock the Mandatory Conversion Measuring Period, a written notice thereof (which may be by delivery e-mail if acceptable to the Holders of a Trustees) to the Trustees in the form attached hereto as Exhibit F (the “Mandatory Conversion Notice” and the date the Trustees receive such notice is referred to as the “Mandatory Conversion Notice of Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (1) state the Trading Day selected for the Mandatory Conversion in accordance with this Section 7(b); provided8, that the Company which Trading Day shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty percent (150%) of the Conversion Price for the at least thirty (30) consecutive Trading Days immediately preceding the date of such Notice of Mandatory Conversion, which election shall be irrevocable but not more than sixty (the election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which 60) Trading Days following the Mandatory Conversion occurs, Notice Date (the “Mandatory Conversion Date”)). In , (2) state the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into (i) a number of shares of Common Stock equal to be issued to the quotient of (A) the Liquidation Preference of such share of Series A Preferred Stock as of the applicable Mandatory Conversion Date, divided by (B) the Conversion Price as of the applicable Mandatory Conversion Date, and (ii) cash in lieu of fractional shares as set out in Section 8(d). If Holders on the Mandatory Conversion Date occurs on (subject to any adjustments thereto pursuant to Section 7 or otherwise that may occur prior to the Mandatory Conversion Date), (3) contain a certification from the Chief Executive Officer or a director of the Company that there is then no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer or a director of the Company that the Company has simultaneously taken the same action with respect to all of the Series 1 Debentures then outstanding. Any portion of Series 1 Debentures converted by a Holder after the Record Mandatory Conversion Notice Date for a Dividend and on or before shall reduce the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share principal amount of Series A Preferred Stock as of the close of business 1 Debentures required to be converted on the applicable Record Date for such Dividend, notwithstanding Mandatory Conversion Date. If the Company’s exercise of Company has elected a Mandatory Conversion, the mechanics of conversion set forth in Section 3 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Conversion Date a Series 1 Debenture certificate and a duly executed and complete Conversion Notice with respect to all of the then-remaining amounts under this Series 1 Debenture. Notwithstanding anything contained in this Section 8 to the contrary, if (yI) any daily VWAP of the Common Stock is less than the Trigger Price on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date; (II) the amount aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT on any Trading Day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date is less than $5,500,000 (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date); or (III) an Equity Conditions Failure occurs on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (which Equity Conditions Failure has not been waived in writing in accordance with Section 22), then, in either case, the Mandatory Conversion Notice delivered to the Trustees shall be null and void ab initio and the Mandatory Conversion contemplated by such DividendMandatory Conversion Notice shall not occur. If the Company elects to cause a Mandatory Conversion of this Series 1 Debenture pursuant to this Section 8, if a Preferred Dividend, will not be included in then it must simultaneously take the Liquidation Preference referred same action with respect to in clause (A) aboveall of the Series 1 Debentures then outstanding.

Mandatory Conversion. The Notes shall be automatically converted into Common Stock on the first date (athe "Mandatory Conversion Date") Subject on or after the 15th Trading Day following October 15, 2004, on which: (i) the average of the Closing Price (as defined in Section 14.6(g)) of the Common Stock on 15 consecutive preceding Trading Days is equal to this Section 7 or greater than 110% of the Conversion Price and (ii) the Company has sufficient shares of Common Stock (or other securities into which the Notes are then convertible) authorized to execute the Mandatory Conversion (as defined below). The Notes shall be converted into that number of fully paid and nonassessable shares of Common Stock (or other securities into which the Notes are then convertible) obtained by dividing the aggregate principal amount of the Notes by the Conversion Price in effect at such time rounded to the nearest 1/100,000th of a share (with 0.000005 being rolled upward)(the "Mandatory Conversion"). The Company will monitor the Closing Price of the Common Stock. Upon the occurrence of Mandatory Conversion, the Company shall complete the appropriate instruction form for conversion pursuant to the Depository's book-entry conversion program and follow the other procedures set forth in Section 8, at any time such program. Any unpaid interest on or after the third anniversary Notes accrued as of the Original Issuance DateMandatory Conversion Date shall be paid in cash to the former holders of such Notes on the next succeeding interest payment date. After the Mandatory Conversion, the Company may elect, upon the approval of a majority Notes will no longer represent Indebtedness of the independent Company, will no longer accrue interest or require the Company to make any payment of principal, and disinterested directors of the Board, Company's obligations to convert all, but not less than all, of make any further payments with respect to the outstanding shares of Series A Preferred Stock into Notes will terminate (except for under this Section 14.3). The Company will cause to be issued in book-entry form shares of Common Stock by delivery sufficient to effect the Holders of a Notice of Mandatory Conversion in accordance with Section 7(b); provided, that the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty percent (150%) of the Conversion Price for the thirty (30) consecutive Trading Days immediately preceding the date of such Notice of Mandatory Conversion, which election shall be irrevocable (the election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which the Mandatory Conversion occurs, the “Mandatory Conversion Date”)). In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into (i) a number of The shares of Common Stock equal issued as a result of the Mandatory Conversion shall be credited through the Depository's book-entry conversion program to the quotient respective account of (A) the Liquidation Preference of such share of Series A Preferred Stock each Noteholder as of the applicable Mandatory Conversion Date, divided by (B) the Conversion Price as of the applicable Mandatory Conversion Date, and (ii) cash in lieu of fractional shares as set out in Section 8(d). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (A) above.

Mandatory Conversion. (a) Subject to this Section 7 and the conversion procedures set forth in Section 8, at any time on or after the third anniversary of the Original Issuance Date, the Company may elect, upon the approval of a majority of the independent and disinterested directors of the Board, to convert all, but not less than all, of the outstanding shares of Series A Preferred Stock into shares of Common Stock by delivery to the Holders of a Notice of Mandatory Conversion in accordance with Section 7(b); provided, that the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty percent (150%) of the Conversion Price for the thirty (30) consecutive Trading Days immediately preceding the date of such Notice of Mandatory Conversion, which election shall be irrevocable (the election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which the Mandatory Conversion occurs, the “Mandatory Conversion Date”)). In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into (i) a number of shares of Common Stock equal to the quotient of (A) the Liquidation Preference of such share of Series A Preferred Stock as of the applicable Mandatory Conversion Date, divided by (B) the Conversion Price as of the applicable Mandatory Conversion Date, and (ii) cash in lieu of fractional shares as set out in Section 8(d). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock Effective as of the close of business on the applicable Record Mandatory Conversion Date for with respect to the shares of Series C Preferred Stock of a Holder, all such DividendHolder’s shares of Series C Preferred Stock shall automatically convert into shares of Common Stock as set forth below. The number of shares of Common Stock into which a share of Series C Preferred Stock shall be convertible shall be determined by dividing (i) the Liquidation Preference, plus all accrued and unpaid dividends, whether or not declared, with respect to any Section 4(c) Dividend Period completed prior to the Mandatory Conversion Date (but not with respect to the Section 4(c) Dividend Period in which the Mandatory Conversion Date occurs), by (ii) the Applicable Conversion Price (subject to the conversion procedures of Section 9 hereof); provided that, notwithstanding anything to the Company’s contrary contained in this Certificate of Designations, the number of Common Shares to be issued to any Holder pursuant to this Certificate of Designations shall be issued to the extent (but only to the extent) that issuance of such Common Shares would not (i) cause or result in such Holder and its Affiliates, collectively, being deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of a Mandatory Conversionsuch securities) would represent 10.0% or more of the Voting Stock of the Corporation outstanding at such time, and (yii) otherwise cause such Holder or any of its Affiliates to violate any banking law or regulation or (iii) require such Holder or any of its Affiliates to obtain the amount prior approval or non-objection of any bank regulator (collectively, the “Ownership Limit”); provided, further, however, that any Common Shares that would otherwise be issued to the Holder upon conversion of shares of Series C Preferred Stock held by such DividendHolder, if a Preferred Dividend, will but cannot be included issued to such Holder at the time of conversion as a result of the Ownership Limit, shall thereafter be issued to such Holder on the first date on which such issuance would not cause or result in a violation of the Liquidation Preference referred to Ownership Limit. Upon conversion, Holders shall receive cash in clause (A) abovelieu of fractional shares in accordance with Section 13 hereof.

Mandatory Conversion. (a) Subject to this Section 7 and the conversion procedures set forth in Section 8, at any time on or after the third anniversary Upon satisfaction of both of the Original Issuance Date, following criteria: (i) the Company may elect, upon the approval of a majority weighted average of the independent publicly available trading price per share of Common Stock on the principal stock exchange on which the Common Stock is traded in the United States shall be in excess of Ten Dollars ($10) for a consecutive forty-five (45) day period and disinterested directors (ii) upon conversion (x) the shares of Common Stock into which the Boardshares of Series A Preferred Stock would be converted would be freely tradable without restriction and (y) there is sufficient daily trading volume to make an orderly sale of such shares feasible, then the Corporation shall have the option (but not the obligation) to convert all, elect to cause all (but not less than all, ) of the shares of Series A Preferred Stock to be converted into shares of Common Stock at a "Mandatory Conversion Price" equal to the lesser of the Series A Conversion Price in effect at the time of conversion or Nine Dollars ($9) per share of Common Stock. However, in the event at any time prior to the Mandatory Conversion Date as defined below there shall have occurred any reduction in the number of shares of Common Stock outstanding below the number of such shares outstanding on the date of the original issuance of the Series A Preferred shares (the "Original Issue Date"), whether through reverse stock splits, share buybacks, or any other means, the Nine Dollar ($9) maximum conversion price referred to above shall be reduced in proportion to such reduction in the number of Common Shares outstanding. The effective date of such conversion (the "Mandatory Conversion Date") shall be specified by the Corporation in accordance with Subsection 5(b) below. On the Mandatory Conversion Date, (i) all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock by delivery to the Holders of a Notice of Mandatory Conversion in accordance with Section 7(b); provided, that the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty percent (150%) of the Conversion Price for the thirty (30) consecutive Trading Days immediately preceding the date of such Notice of Mandatory Conversion, which election shall be irrevocable (the election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which at the Mandatory Conversion occurs, the “Mandatory Conversion Date”)). In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into (i) a number of shares of Common Stock equal to the quotient of (A) the Liquidation Preference of such share of Series A Preferred Stock as of the applicable Mandatory Conversion Date, divided by (B) the Conversion Price as of the applicable Mandatory Conversion Date, and (ii) cash in lieu of fractional such shares as set out in Section 8(d). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will may not be included in reissued by the Liquidation Preference referred to in clause (A) aboveCorporation as shares of any class or series.

Mandatory Conversion. (a) Subject to this Section 7 and the conversion procedures set forth in Section 8, at any time on or after the third anniversary of the Original Issuance Date, the Company may elect, upon the approval of a majority of the independent and disinterested directors of the Board, to convert all, but not less than all, of the outstanding shares of Series A Preferred Stock The Notes shall be automatically converted into shares of Common Stock by delivery to on the Holders of a Notice of Mandatory Conversion in accordance with Section 7(b); provided, that the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty percent first date (150%) of the Conversion Price for the thirty (30) consecutive Trading Days immediately preceding the date of such Notice of Mandatory Conversion, which election shall be irrevocable (the election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which the Mandatory Conversion occurs, the “Mandatory Conversion Date”) on or after the 15th Trading Day following October 15, 2005, on which: (i) the average of the Closing Price (as defined in Section 14.6(g)) of the Common Stock on 15 consecutive preceding Trading Days is equal to or greater than 110% of the Conversion Price and (ii) the Company has sufficient shares of Common Stock (or other securities into which the Notes are then convertible) authorized to execute the Mandatory Conversion (as defined below). In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding The Notes shall be converted into (i) a that number of fully paid and nonassessable shares of Common Stock equal to (or other securities into which the quotient of (ANotes are then convertible) obtained by dividing the Liquidation Preference of such share of Series A Preferred Stock as aggregate principal amount of the applicable Mandatory Conversion Date, divided Notes by (B) the Conversion Price in effect at such time rounded to the nearest 1/100,000th of a share (with 0.000005 being rolled upward) (the “Mandatory Conversion”). The Company will monitor the Closing Price of the Common Stock. Upon the occurrence of Mandatory Conversion, the Company shall complete the appropriate instruction form for conversion pursuant to the Depository’s book-entry conversion program and follow the procedures set forth in such program. Any interest on the Notes accrued as of the applicable Mandatory Conversion Date, and (ii) cash in lieu of fractional shares as set out in Section 8(d). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will shall be paid in cash to the Holder former holders of such Notes on the next succeeding interest payment date. After the Mandatory Conversion, the Notes will no longer represent Indebtedness of the Company, will no longer accrue interest or require the Company to make any payment of principal, and the Company’s obligations to make any further payments with respect to the Notes will terminate (except for under this Section 14.3). The Company will cause to be issued in book-entry form shares of Common Stock sufficient to effect the Mandatory Conversion and shall issue a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 14.4. The shares of Common Stock issued as a result of the Mandatory Conversion shall be credited through the Depository’s book-entry conversion program to the respective account of each share of Series A Preferred Stock Noteholder as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (A) aboveConversion Date.

Mandatory Conversion. (a) Subject to this Section 7 and the conversion procedures set forth in Section 8, If at any time on or from and after the third six (6) month anniversary of the Original Issuance DateExchange Date (the "MANDATORY CONVERSION ELIGIBILITY DATE"), (i) the Weighted Average Price of the Common Stock exceeds for each of any twenty (20) out of thirty (30) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the "MANDATORY CONVERSION MEASURING PERIOD") $1.50 (as adjusted for any stock dividend, stock split, stock combination or other similar transaction) and (ii) the Equity Conditions shall have been satisfied or waived in writing by the Holder as of both the Mandatory Conversion Notice Date and the Mandatory Conversion Date (each, as defined below), the Company may electshall have the right to require the Holder to convert all, upon the approval of a majority or any portion, of the independent Conversion Amount then remaining under this Note as designated in the Mandatory Conversion Notice into fully paid, validly issued and disinterested directors nonassessable shares of Common Stock in accordance with Section 3(c) hereof at the Conversion Rate as of the Board, Mandatory Conversion Date (as defined below) (a "MANDATORY CONVERSION"). The Company may exercise its right to convert require conversion under this Section 9(a) by delivering within not more than two (2) Trading Days following the end of any such Mandatory Conversion Measuring Period a written notice thereof by facsimile and overnight courier to all, but not less than all, of the outstanding shares holders of Series A Preferred Stock into shares Notes and the Transfer Agent (the "MANDATORY CONVERSION NOTICE" and the date all of Common Stock by delivery the holders received such notice is referred to as the Holders of a "MANDATORY CONVERSION NOTICE DATE"). The Mandatory Conversion Notice of shall be irrevocable. The Mandatory Conversion Notice shall state (i) the Trading Day selected for the Mandatory Conversion in accordance with Section 7(b9(a); provided, that which Trading Day shall be at least twenty (20) Business Days but not more than sixty (60) Business Days following the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless Notice Date (the VWAP per share of Common Stock exceeds one hundred fifty percent "MANDATORY CONVERSION DATE"), (150%ii) the aggregate Conversion Amount of the Conversion Price for Notes subject to mandatory conversion from all of the thirty (30) consecutive Trading Days immediately preceding holders of the date of such Notice of Mandatory Conversion, which election shall be irrevocable (the election to convert shares of Series A Preferred Stock Notes pursuant to this Section 79 (and analogous provisions under the Other Notes), a “Mandatory Conversion,” and (iii) the date upon which the Mandatory Conversion occurs, the “Mandatory Conversion Date”)). In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into (i) a number of shares of Common Stock equal to the quotient of (A) the Liquidation Preference of be issued to such share of Series A Preferred Stock as of the applicable Mandatory Conversion Date, divided by (B) the Conversion Price as of the applicable Mandatory Conversion Date, and (ii) cash in lieu of fractional shares as set out in Section 8(d). If Holder on the Mandatory Conversion Date occurs on or and (iv) an amount equal to the applicable Pro Rata Amount that is released from the Cash Collateral Account for the Holder in connection with such conversion. All Conversion Amounts converted by the Holder after the Record Mandatory Conversion Notice Date for shall reduce the Conversion Amount of this Note required to be converted on the Mandatory Conversion Date. The mechanics of conversion set forth in Section 3(c) shall apply to any Mandatory Conversion as if the Company and the Transfer Agent had received from the Holder on the Mandatory Conversion Date a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid Conversion Notice with respect to the Holder of each share of Series A Preferred Stock as of Conversion Amount being converted pursuant to the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (A) above.

Mandatory Conversion. (a) Subject Notwithstanding anything herein or in the SPA to this Section 7 the contrary and the conversion procedures set forth in Section 8, at any time on or after the third anniversary Effectiveness Date (as defined in the Registration Rights Agreement) so long as the Registration Statement is effective: (i) fifty (50%) percent of the Original Issuance Dateoriginal principal amount of this Debenture (the "Mandatory Conversion Amount") shall automatically, and without any action on the Company may elect, upon the approval of a majority part of the independent and disinterested directors of the BoardHolder, to convert all, but not less than all, of the outstanding shares of Series A Preferred Stock into shares of Common Stock by delivery to the Holders of a Notice of Mandatory Conversion in accordance with Section 7(b); provided, that the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty percent (150%) of at the Conversion Price then in effect if the closing bid price of the Common Stock in the Trading Market as reported by Bloomberg shall equal or exceed $0.75 (the "Conversion Threshold") for 15 of the thirty (30) 20 consecutive Trading Days immediately preceding the date of such Notice of Mandatory Conversion, which election shall be irrevocable (the election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which the "Mandatory Conversion occurs, Period") and (ii) fifty (50%) percent of the “original principal amount of this Debenture (the "Additional Mandatory Conversion Date”)). In Amount") shall automatically, and without any action on the case part of a Mandatory Conversionthe Holder, each share of Series A Preferred Stock then outstanding shall be converted convert into (i) a number of shares of Common Stock equal to the quotient of (A) the Liquidation Preference of such share of Series A Preferred Stock as of the applicable Mandatory Conversion Date, divided by (B) at the Conversion Price as then in effect if the closing bid price of the applicable Common Stock in the Trading Market as reported by Bloomberg shall equal or exceed $1.00 per share (the "Additional Conversion Threshold"), during a Mandatory Conversion DatePeriod"). Notwithstanding the foregoing, and (ii) cash in lieu if the average daily trading volume of fractional shares the Common Stock during the Mandatory Conversion Period on such market or exchange is less than $1,000,000, then the Mandatory Conversion Amount or Additional Mandatory Conversion Amount, as set out in Section 8(d)the case may be, shall be limited to $1,000,000 of principal amount of Debentures for each Mandatory Conversion Period that the closing bid price for the Common Stock equals or exceeds the Conversion Threshold or the Additional Conversion Threshold, as the case may be. If the average daily trading volume of the Common Stock on such market or exchange is greater than $1,000,000, but less than $2,000,0000, then the Mandatory Conversion Date occurs on Amount or after Additional Mandatory Conversion Amount, as the Record Date case may be, shall be limited to $2,000,000 of principal amount of Debentures for each Mandatory Conversion Period that the closing bid price for the Common Stock equals or exceeds the Conversion Threshold, or Additional Conversion Threshold, as the case may be. The limitations set forth in the immediately preceding two sentences shall irrevocably terminate upon the occurrence of average daily trading volume in excess of $2,000,000 in the Common Stock. for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (A) above.Conversion Period"

Mandatory Conversion. (a) Subject to the provisions of this Section 7 and 7, for so long as ADSs are listed on the conversion procedures set forth in Section 8Trading Market, if at any date and from time to time on or after the third anniversary of the Original Issuance Date, (1) the Daily VWAP of each of twenty-four (24) or more Trading Days within a period of thirty (30) consecutive Trading Days ending on such date equals or exceeds the Conversion Threshold for the applicable Trading Day and (2) the Daily VWAP of the last Trading Day of such thirty (30)-day period equals or exceeds the Conversion Threshold for such last Trading Day (collectively, the “Mandatory Conversion Trigger Event”), the Company may electshall have the right to notify the holders of Series A-1 Preferred Shares in accordance with the requirements and procedures set out in Section 7.3(b), upon the approval of a majority of the independent and disinterested directors of the Board, to convert all, whereupon all but not less than all, all of the outstanding shares of Series A A-1 Preferred Stock into shares of Common Stock by delivery to the Holders Shares (including any fraction of a Notice Series A-1 Preferred Share) held by such holders, plus (a) any unpaid, accrued and accumulated dividends thereon as of Mandatory the immediately preceding Dividend Payment Date and (b) unless the Company pays such amounts in cash on the Conversion in accordance with Section 7(b)Date, any unpaid, accrued and accumulated dividends thereon that have accrued from the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date, shall be converted into Conversion Securities; provided, that the Company shall not be entitled to deliver exercise such mandatory conversion right under this Section 7.2 unless: all the Conversion Securities to be received upon conversion are either (A) available for resale under Rule 144 promulgated by the U.S. Securities and Exchange Commission under the Securities Act without volume limitations, or (B) registered for resale by the holders thereof on a Notice delayed or continuous basis on an effective registration statement, there is no stop order with respect to such registration statement, the Conversion Securities will not be subject to any holdback or underwriter lock-up upon conversion, and the Company reasonably believes that such availability for resale under Rule 144 or registration statement will be continuously available for resale of Mandatory such Conversion unless Securities for the VWAP per share seven (7) Trading Days following the Conversion Securities Delivery Date (which 7 Trading Days cannot be the last seven Trading Days of Common Stock exceeds one hundred fifty percent August or December) (150%the “7-Day Period”); the public trading of such Conversion Securities on the Trading Market shall not be subject to any blackout restrictions under the Company’s xxxxxxx xxxxxxx policy or deferral (as such term is used in Section 1.2(d) of the Registration Rights Agreement) for at least the 7-Day Period following the Conversion Price Securities Delivery Date, during the entirety of which the Company’s directors who are not executive officers are not subject to any trading restrictions under the Company’s xxxxxxx xxxxxxx policies; and any material non-public information that has been provided by the Company or its authorized representatives to the Holders’ Representative would no longer be material non-public information as of the Conversion Securities Delivery Date and for the thirty (30) consecutive Trading Days duration of the 7-Day Period. For the avoidance of doubt, if the Company elects, at its sole discretion, for any unpaid, accrued and accumulated dividends that have accrued since the immediately preceding the date of such Notice of Mandatory Conversion, which election shall Dividend Payment Date with respect to Series A-1 Preferred Shares being converted to be irrevocable (the election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which the Mandatory Conversion occurspaid in cash, the “Mandatory Company shall pay such unpaid, accrued and accumulated dividends to the holder(s) in cash on the Conversion Date”)). In the case The number of a Mandatory Conversion, each share of Conversion Securities into which any holder’s Series A A-1 Preferred Stock then outstanding Shares shall be converted into shall be determined by (i) a multiplying the number of shares Series A-1 Preferred Shares (including any fraction of Common Stock equal a Series A-1 Preferred Share) to be converted by the quotient sum of (Ax) the Liquidation Preference of such share of Series A Preferred Stock Value plus (y) any unpaid, accrued and accumulated dividends as of the applicable Mandatory immediately preceding Dividend Payment Date with respect to such Series A-1 Preferred Shares plus (z) if the Company does not pay such amounts in cash on the Conversion Date, divided then all such unpaid, accrued and accumulated dividends that have accrued since the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date, with respect to such Series A-1 Preferred Shares and then (ii) dividing the result by (B) the Conversion Price as of the applicable Mandatory Conversion Datein effect immediately prior to such conversion, and (ii) in addition thereto, such holder shall receive cash in lieu of any fractional shares as set out in Section 8(d7.3(d). If In the Mandatory event that the listing of the Conversion Date occurs Securities on or after an international securities exchange other than the Record Date for a Dividend and on or before Trading Market shall occur as to which the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Dateprovisions of Section 7.2 above are not strictly applicable, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder Company and holders of each share of Series A Preferred Stock as a majority of the close of business then outstanding Series A-1 Preferred Shares, acting reasonably and in good faith, shall determine the appropriate adjustment to be made, on a basis consistent with the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion, essential intent and (y) the amount of such Dividend, if a Preferred Dividend, will not be included principles established in the Liquidation Preference referred to in clause (A) Section 7.2 above.

Mandatory Conversion. All outstanding shares of Junior Preferred Stock shall automatically be converted, at the Conversion Ratio, into fully paid and non-assessable shares of Common Stock at such time as the Company consummates a Qualified Initial Public Offering (aas hereinafter defined), in which the aggregate per share offering price is at least $15.625 per share (provided that in the event the Company shall effect any stock dividend, stock split, reverse stock split or other combination of shares of common stock, recapitalization, reclassification, merger, consolidation or exchange offer, or similar events and transactions, then, and in each such case, such minimum price per share in effect immediately prior to such event or transaction or the record date therefor, whichever is earlier, shall be appropriately adjusted as determined in good faith by the Board); provided, however, that such outstanding shares of Junior Preferred Stock shall not be converted if, and to the extent that, shares of Junior Preferred Stock shall have been called for redemption pursuant to Section 8(b) Subject hereof on or prior to the date of consummation of the Qualified Initial Public Offering; and provided further that, notwithstanding the immediately preceding proviso, such unconverted shares of Junior Preferred Stock shall nevertheless automatically be converted on the date that the applicable redemption payment is due pursuant to Section 8(e) hereof if and to the extent that such redemption payment shall not be made. The term "Qualified Initial Public Offering" shall mean one or a series of firm commitment underwritten public offerings of newly issued Common Stock pursuant to a registration statement under the Securities Act of 1933, as amended, where (i) the proceeds to the Company (prior to deducting any underwriters' discounts and commissions) equal or exceed $100,000,000 and (ii) upon consummation of such offering, the Common Stock is listed on the New York Stock Exchange or American Stock Exchange or authorized to be traded on the Nasdaq National Market. The Company shall notify each record holder of Junior Preferred Stock, by first class mail, postage prepaid, on the date of consummation of the Qualified Initial Public Offering, of the mandatory conversion of all outstanding shares of Junior Preferred Stock in accordance with this Section 7 7(b) and that the issuance of certificates representing the shares of Common Stock issued on conversion thereof shall be effected in accordance with the procedures set forth in Section 87(c) hereof. Failure to give such notice to any such holder shall in no way affect the mandatory conversion of such Junior Xxxxxxxxx Xxxxx xxxo Common Stock. Immediately following such conversion, at any time on or after the third anniversary rights of the Original Issuance Date, holders of all Junior Preferred Stock shall cease and the Company may elect, persons entitled to receive the Common Stock upon the approval conversion of a majority of the independent and disinterested directors of the Board, to convert all, but not less than all, of the outstanding shares of Series A Junior Preferred Stock into shares of Common Stock by delivery to shall be treated for all purposes as having become the Holders of a Notice of Mandatory Conversion in accordance with Section 7(b); provided, that the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty percent (150%) of the Conversion Price for the thirty (30) consecutive Trading Days immediately preceding the date owners of such Notice of Mandatory Conversion, which election shall be irrevocable (the election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which the Mandatory Conversion occurs, the “Mandatory Conversion Date”)). In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into (i) a number of shares of Common Stock equal to the quotient of (A) the Liquidation Preference of such share of Series A Preferred Stock as of the applicable Mandatory Conversion Date, divided by (B) the Conversion Price as of the applicable Mandatory Conversion Date, and (ii) cash in lieu of fractional shares as set out in Section 8(d). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (A) aboveStock.

Mandatory Conversion. (a) Subject to this Section 7 and the conversion procedures set forth in Section 8, at i)At any time on or after [●], 2021 [insert the third fourth anniversary of the Original Issuance Initial Issue Date], the Company may electCorporation shall have the right, upon the approval of a majority of the independent and disinterested directors of the Boardat its option, to convert all, but not less than all, elect to cause all or any portion of the outstanding shares of Series A Preferred Stock to be automatically converted into (i) that number of shares of Common Stock by delivery to the Holders of a Notice of Mandatory Conversion in accordance with Section 7(b); provided, that the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty percent (150%) of the Conversion Price for the thirty (30) consecutive Trading Days immediately preceding the date of such Notice of Mandatory Conversion, which election shall be irrevocable (the election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which the Mandatory Conversion occurs, the “Mandatory Conversion Date”)). In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into (i) a number of shares of Common Stock equal to the quotient of (A) the Liquidation Preference of such share of Series A Preferred Stock as of the applicable Mandatory Conversion Date, Accreted Value divided by (B) the Conversion Price as of the applicable Mandatory Conversion Date, and Date plus (ii) cash in lieu of fractional shares as set out in Section 8(d). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date9, then (x) on such Dividend Payment Date, such Dividend will be paid subject to the Holder satisfaction of the following conditions with respect to each share such mandatory conversion: (I) the Closing Sale Price of the Common Stock equals or exceeds 140% of the Conversion Price then in effect for at least 20 consecutive Trading Days ending on the date immediately prior to the date the notice described in Section 7(b)(ii) is delivered by the Corporation; (II) the number of shares of Common Stock into which such shares of Series A Preferred Stock as will convert shall not exceed 25 times the average daily trading volume of the close of business Common Stock on the applicable Record Date for such Dividend, notwithstanding New York Stock Exchange (or other principal stock exchange on which the Company’s exercise of a Mandatory Conversion, and (yCommon Stock is then traded) during the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to 20 consecutive Trading Day period set forth in clause (AI); (III) abovewith respect to any Holder, if the shares of Common Stock issuable upon conversion of the Holder’s Series A Preferred Stock are Registrable Securities and the Holder thereof previously requested that all or any portion of such Registrable Securities be registered for resale by the Holder, such Registrable Securities have been so registered for resale pursuant to a resale registration statement and the Corporation is not then in breach of any its obligations under the Registration Rights Agreement with respect to such registration or requirements to maintain the effectiveness of such registration statement registering the resale of such Registrable Securities; and (IV) the Corporation shall only be entitled to deliver one notice to the Holders pursuant to this Section 7(b)(ii) in any one hundred and eighty day period.

Mandatory Conversion. (aA) Subject Upon request by the Corporation delivered no earlier than five (5) Business Days prior to this Section 7 and a determination date with respect to the Corporation’s status as a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), if the Corporation has made a bona fide determination that the conversion procedures set forth in Section 8, at any time on of all or after the third anniversary of the Original Issuance Date, the Company may elect, upon the approval of a majority of the independent and disinterested directors of the Board, to convert all, but not less than all, portion of the outstanding shares of Series A Preferred Stock would, if converted, cause the Corporation to qualify as a “well-known seasoned issuer” (and the Corporation would otherwise not qualify as a “well-known seasoned issuer” absent the conversion of such shares of Series A Preferred Stock), then the number of shares of Series A Preferred Stock that would be required, if converted, to qualify the Corporation as a “well-known seasoned issuer” shall be converted, ratably, into a number of shares of Common Stock by delivery equal to the Holders Conversion Ratio, as adjusted from time to time pursuant to Section 7, or (B) upon request by the Corporation delivered no earlier than five (5) Business Days prior to a record date for a shareholder meeting of the Corporation, but subject to the prior written consent of each Holder, not to be unreasonably withheld, a Notice reasonably requested number of Mandatory Conversion in accordance with Section 7(b); providedSeries A Preferred Stock shall be converted, that ratably, into the Company shall not be entitled to deliver a Notice number of Mandatory Conversion unless the VWAP per share shares of Common Stock exceeds one hundred fifty percent (150%) of equal to the Conversion Price for Ratio, as adjusted from time to time pursuant to Section 7 ((A) and (B) together, the thirty “Mandatory Conversion Request”), provided that in no event shall shares of Series A Preferred Stock be converted pursuant to this Section 6(a)(i) if the conversion of such shares of Series A Preferred Stock would cause a Holder to exceed the Beneficial Ownership Limitation (30) consecutive Trading Days immediately preceding the as defined below). The date of such Notice conversion of Mandatory Conversion, which election shall be irrevocable (the election to convert outstanding shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which the Mandatory Conversion occurs, 6(a)(i) is referred to herein as the “Mandatory Conversion Date.”)). In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into (i) a number of shares of Common Stock equal to the quotient of (A) the Liquidation Preference of such share of Series A Preferred Stock as of the applicable Mandatory Conversion Date, divided by (B) the Conversion Price as of the applicable Mandatory Conversion Date, and (ii) cash in lieu of fractional shares as set out in Section 8(d). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (A) above.

Mandatory Conversion. (a) Subject to the provisions of this Section 7 and 7, for so long as ADSs are listed on the conversion procedures set forth in Section 8Trading Market, if at any date and from time to time on or after the third anniversary of date that is six (6) months from the Original Issuance Date, (1) the Company may elect, upon the approval Daily VWAP of each of twenty-four (24) or more Trading Days within a majority period of the independent and disinterested directors of the Board, to convert all, but not less than all, of the outstanding shares of Series A Preferred Stock into shares of Common Stock by delivery to the Holders of a Notice of Mandatory Conversion in accordance with Section 7(b); provided, that the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty percent (150%) of the Conversion Price for the thirty (30) consecutive Trading Days immediately preceding ending on such date equals or exceeds the date Conversion Threshold for the applicable Trading Day and (2) the Daily VWAP of the last Trading Day of such Notice of Mandatory Conversion, which election shall be irrevocable thirty (30)-day period equals or exceeds the election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which the Mandatory Conversion occursThreshold for such last Trading Day (collectively, the “Mandatory Conversion DateTrigger Event”)). In , the case of a Mandatory Conversion, each share Company shall have the right to notify the holders of Series A Preferred Stock then Shares in accordance with the requirements and procedures set out in Section 7.3(b), whereupon all but not less than all of the outstanding Series A Preferred Shares (including any fraction of a Series A Preferred Share) held by such holders, plus (a) any unpaid, accrued and accumulated dividends thereon as of the immediately preceding Dividend Payment Date and (b) unless the Company pays such amounts in cash on the Conversion Date, any unpaid, accrued and accumulated dividends thereon that have accrued from the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date, shall be converted into Conversion Securities in connection with this Section 7.2. For the avoidance of doubt, if the Company elects, at its sole discretion, for any unpaid, accrued and accumulated dividends that have accrued since the immediately preceding Dividend Payment Date with respect to Series A Preferred Shares being converted to be paid in cash, the Company shall pay such unpaid, accrued and accumulated dividends to the holder(s) in cash on the Conversion Date. The number of Conversion Securities into which any holder’s Series A Preferred Shares shall be converted shall be determined by (i) a multiplying the number of shares of Common Stock equal to the quotient of (A) the Liquidation Preference of such share of Series A Preferred Stock Shares (including any fraction of a Series A Preferred Share) to be converted by the sum of (x) the Liquidation Value plus (y) any unpaid, accrued and accumulated dividends as of the applicable Mandatory immediately preceding Dividend Payment Date with respect to such Series A Preferred Shares plus (z) if the Company does not pay such amounts in cash on the Conversion Date, divided then all such unpaid, accrued and accumulated dividends that have accrued since the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date, with respect to such Series A Preferred Shares and then (ii) dividing the result by (B) the Conversion Price as of the applicable Mandatory Conversion Datein effect immediately prior to such conversion, and (ii) in addition thereto, such holder shall receive cash in lieu of any fractional shares as set out in Section 8(d7.3(d). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (A) above.