Common use of Series B Preferred Stock Clause in Contracts

Series B Preferred Stock. Notwithstanding anything to the contrary herein, each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will remain issued and outstanding as one share of Series B Preferred Stock, par value $0.01 per share, of the Surviving Corporation. (e) Discharge of BATUS’s Obligations. BATUS’s obligation to deliver the Merger Consideration may be discharged by BATUS causing such Merger Consideration or any part thereof to be provided by Parent or any Parent Subsidiary to the Exchange Agent, for the benefit of the holders of Company Common Stock, in accordance with the terms and subject to the conditions set forth in this Article II; provided, however, that nothing in this Section 2.01(e) shall relieve BATUS of its obligations hereunder. (f) Cancelation of Company Common Stock. As of the Effective Time, all shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of (i) a certificate that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or (ii) any such shares of Company Common Stock held in book-entry form (“Book-Entry Shares”), in each case, other than any Certificates or Book-Entry Shares representing Dissenting Shares, shall cease to have any rights with respect thereto, except the right to receive (i) the Merger Consideration upon surrender of such Certificate or Book-Entry Share in accordance with Section 2.02, (ii) any dividends or other distributions in accordance with Section 2.02(c) and (iii) any cash to be paid in lieu of any fractional entitlements to Parent ADSs in accordance with Section 2.02(i), in each case without interest. (g)

Series B Preferred Stock. Notwithstanding anything Series B Holders will not have any voting rights, including the right to elect any directors, except (i) voting rights, if any, required by law, and (ii) voting rights, if any, described in Section 2 and this Section 12; provided, however, that each Series B Holder will be entitled to voting rights as described in this Section 12(a). Upon the contrary hereinfirst to occur of a Shareholder Disapproval Date or a Shareholder Approval Date, (i) if all Regulatory Approvals have not been received, then as of the first Business Day following such date, each Series B Holder will thereafter be entitled to 2 and 1/2 votes for each share of Series B Preferred Stock issued and outstanding immediately prior held as of the applicable date, or (ii) if all Regulatory Approvals have been received, then as of the first Business Day following such date (or if the Regulatory Approvals are received after the Shareholder Disapproval Date or Shareholder Approval Date, then on the first Business Day following the date such Regulatory Approvals are received), each Series B Holder will thereafter be entitled to the Effective Time will remain issued and outstanding as one 10 votes for each share of Series B Preferred Stock, par value $0.01 per share, Stock held as of the Surviving Corporation. (e) Discharge applicable date, on any matter that is submitted to a vote or for the consent of BATUS’s Obligations. BATUS’s obligation to deliver the Merger Consideration may be discharged shareholders of the Company, and, except as otherwise required by BATUS causing such Merger Consideration law or any part thereof to be provided by Parent or any Parent Subsidiary as set forth herein, shall have voting rights and powers equal to the Exchange Agent, for the benefit voting rights and powers of the holders of Company Common Stock, shall be entitled to notice of any shareholders’ meeting in accordance with the terms and subject to the conditions set forth in this Article II; provided, however, that nothing in this Section 2.01(e) shall relieve BATUS of its obligations hereunder. (f) Cancelation of Company Common Stock. As Bylaws of the Effective Time, all shares Company and shall be entitled to vote with the holders of Company Common Stock converted into with respect to any matter upon which holders of Common Stock have the right to receive the Merger Consideration pursuant to Section 2.01(c) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of (i) a certificate that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or (ii) any such shares of Company Common Stock held in book-entry form (“Book-Entry Shares”), in each case, other than any Certificates or Book-Entry Shares representing Dissenting Shares, shall cease to have any rights with respect theretovote, except the right to receive (i) the Merger Consideration upon surrender of such Certificate as otherwise provided herein or Book-Entry Share in accordance with Section 2.02, (ii) any dividends or other distributions in accordance with Section 2.02(c) and (iii) any cash those matters required by law to be paid in lieu of any fractional entitlements submitted to Parent ADSs in accordance with Section 2.02(i), in each case without interest. (g)a class vote.

Series B Preferred Stock. Notwithstanding anything As consideration for the Loan, Borrower hereby agrees to the contrary herein, each share issue to Lender five hundred (500) shares of Borrower’s Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will remain issued and outstanding as one share of Series B Non-Voting Convertible Preferred Stock, par value $0.01 0.0001 per shareshare (the “Preferred Stock”) to Lender as the date hereof. Lender acknowledges and agrees that the Preferred Stock, including any conversion thereof to shares of Borrower’s common stock, par value $0.0005 per share (the “Common Stock,” and such shares of Common Stock issuable upon conversion of the Surviving Corporation. (e) Discharge of BATUS’s Obligations. BATUS’s obligation to deliver the Merger Consideration may be discharged by BATUS causing such Merger Consideration or any part thereof to be provided by Parent or any Parent Subsidiary to the Exchange Agent, for the benefit of the holders of Company Common Preferred Stock, in accordance with the terms and “Conversion Shares”), shall be subject to the conditions set forth in this Article II; providedCertificate of Designation, howeverPreferences and Rights of the Preferred Stock, a copy of which has been previously provider to Lender and which provides, among other terms, that nothing in this Section 2.01(eeach share of Preferred Stock shall convert to fifty (50) shall relieve BATUS shares of its obligations hereunder. (f) Cancelation of Company Common Stock. As In connection with its receipt of the Effective TimePreferred Stock, all shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existLender hereby agrees that it will not, and each holder of (i) a certificate that immediately prior to the Effective Time represented first anniversary of the date hereof (the “Restricted Period”), offer, pledge, sell, contract to sell, sell any such shares of Company Common Stock option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly (each, a “Certificate”) or (ii) any such shares of Company Common Stock held in book-entry form (“Book-Entry SharesTransfer”), in each caseany of the Preferred Stock and/or Conversion Shares (collectively, other than the “Securities”). The foregoing sentence shall not apply to (a) Transfers of the Securities as a bona fide gift, (b) Transfers by Lender to any Certificates entity that is directly or Book-Entry Shares representing Dissenting Sharesindirectly controlled by, shall cease to have any rights with respect theretoor is under common control with, except the right to receive Lender or (ic) the Merger Consideration upon surrender establishment of such Certificate or Booka trading plan pursuant to Rule 10b5-Entry Share in accordance with Section 2.021 under the Securities Exchange Act of 1934, (ii) any dividends or other distributions in accordance with Section 2.02(c) and (iii) any cash to be paid in lieu as amended, for the sale of any fractional entitlements to Parent ADSs in accordance with Section 2.02(iSecurities, provided that such plan does not provide for the transfer of any Securities during the Restricted Period (“Permitted Transfers”), in each case without interest. (g).

Series B Preferred Stock. Notwithstanding anything As consideration for the Loan, Borrower hereby agrees to the contrary herein, each share issue to Lender one hundred (100) shares of Borrower’s Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will remain issued and outstanding as one share of Series B Non-Voting Convertible Preferred Stock, par value $0.01 0.0001 per shareshare (the “Preferred Stock”) to Lender as the date hereof. Lender acknowledges and agrees that the Preferred Stock, including any conversion thereof to shares of Borrower’s common stock, par value $0.0005 per share (the “Common Stock,” and such shares of Common Stock issuable upon conversion of the Surviving Corporation. (e) Discharge of BATUS’s Obligations. BATUS’s obligation to deliver the Merger Consideration may be discharged by BATUS causing such Merger Consideration or any part thereof to be provided by Parent or any Parent Subsidiary to the Exchange Agent, for the benefit of the holders of Company Common Preferred Stock, in accordance with the terms and “Conversion Shares”), shall be subject to the conditions set forth in this Article II; providedCertificate of Designation, howeverPreferences and Rights of the Preferred Stock, a copy of which has been previously provider to Lender and which provides, among other terms, that nothing in this Section 2.01(eeach share of Preferred Stock shall convert to fifty (50) shall relieve BATUS shares of its obligations hereunder. (f) Cancelation of Company Common Stock. As In connection with its receipt of the Effective TimePreferred Stock, all shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existLender hereby agrees that it will not, and each holder of (i) a certificate that immediately prior to the Effective Time represented first anniversary of the date hereof (the “Restricted Period”), offer, pledge, sell, contract to sell, sell any such shares of Company Common Stock option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly (each, a “Certificate”) or (ii) any such shares of Company Common Stock held in book-entry form (“Book-Entry SharesTransfer”), in each caseany of the Preferred Stock and/or Conversion Shares (collectively, other than the “Securities”). The foregoing sentence shall not apply to (a) Transfers of the Securities as a bona fide gift, (b) Transfers by Lender to any Certificates entity that is directly or Book-Entry Shares representing Dissenting Sharesindirectly controlled by, shall cease to have any rights with respect theretoor is under common control with, except the right to receive Lender or (ic) the Merger Consideration upon surrender establishment of such Certificate or Booka trading plan pursuant to Rule 10b5-Entry Share in accordance with Section 2.021 under the Securities Exchange Act of 1934, (ii) any dividends or other distributions in accordance with Section 2.02(c) and (iii) any cash to be paid in lieu as amended, for the sale of any fractional entitlements to Parent ADSs in accordance with Section 2.02(iSecurities, provided that such plan does not provide for the transfer of any Securities during the Restricted Period (“Permitted Transfers”), in each case without interest. (g).

Series B Preferred Stock. Notwithstanding anything As consideration for the Loan, Borrower hereby agrees to the contrary herein, each share issue to Lender four hundred (400) shares of Borrower’s Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will remain issued and outstanding as one share of Series B Non-Voting Convertible Preferred Stock, par value $0.01 0.0001 per shareshare (the “Preferred Stock”) to Lender as the date hereof. Lender acknowledges and agrees that the Preferred Stock, including any conversion thereof to shares of Borrower’s common stock, par value $0.0005 per share (the “Common Stock,” and such shares of Common Stock issuable upon conversion of the Surviving Corporation. (e) Discharge of BATUS’s Obligations. BATUS’s obligation to deliver the Merger Consideration may be discharged by BATUS causing such Merger Consideration or any part thereof to be provided by Parent or any Parent Subsidiary to the Exchange Agent, for the benefit of the holders of Company Common Preferred Stock, in accordance with the terms and “Conversion Shares”), shall be subject to the conditions set forth in this Article II; providedCertificate of Designation, howeverPreferences and Rights of the Preferred Stock, a copy of which has been previously provider to Lender and which provides, among other terms, that nothing in this Section 2.01(eeach share of Preferred Stock shall convert to fifty (50) shall relieve BATUS shares of its obligations hereunder. (f) Cancelation of Company Common Stock. As In connection with its receipt of the Effective TimePreferred Stock, all shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existLender hereby agrees that it will not, and each holder of (i) a certificate that immediately prior to the Effective Time represented first anniversary of the date hereof (the “Restricted Period”), offer, pledge, sell, contract to sell, sell any such shares of Company Common Stock option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly (each, a “Certificate”) or (ii) any such shares of Company Common Stock held in book-entry form (“Book-Entry SharesTransfer”), in each caseany of the Preferred Stock and/or Conversion Shares (collectively, other than the “Securities”). The foregoing sentence shall not apply to (a) Transfers of the Securities as a bona fide gift, (b) Transfers by Lender to any Certificates entity that is directly or Book-Entry Shares representing Dissenting Sharesindirectly controlled by, shall cease to have any rights with respect theretoor is under common control with, except the right to receive Lender or (ic) the Merger Consideration upon surrender establishment of such Certificate or Booka trading plan pursuant to Rule 10b5-Entry Share in accordance with Section 2.021 under the Securities Exchange Act of 1934, (ii) any dividends or other distributions in accordance with Section 2.02(c) and (iii) any cash to be paid in lieu as amended, for the sale of any fractional entitlements to Parent ADSs in accordance with Section 2.02(iSecurities, provided that such plan does not provide for the transfer of any Securities during the Restricted Period (“Permitted Transfers”), in each case without interest. (g).