Common use of Conversion of Sub Common Stock Clause in Contracts

Conversion of Sub Common Stock. Each share of Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation (the “Converted Shares”). The Converted Shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation at the Effective Time. From and after the Effective Time, all certificates representing shares of Sub Common Stock shall be deemed for all purposes to represent the Converted Shares until the board of directors of the Surviving Corporation issues new certificates in respect of such shares.

Conversion of Sub Common Stock. Each share of common stock, $0.0001 par value, of Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.0001 par value $0.01 per sharevalue, of the Surviving Corporation (the “Converted Shares”)Corporation. The Converted Shares Each stock certificate of Sub evidencing ownership of any such shares shall constitute the only outstanding continue to evidence ownership of such shares of capital stock of the Surviving Corporation at the Effective Time. From and after the Effective Time, all certificates representing shares of Sub Common Stock shall be deemed for all purposes to represent the Converted Shares until the board of directors of the Surviving Corporation issues new certificates in respect of such sharesCorporation.

Conversion of Sub Common Stock. Each share of common stock, par value $.01 per share, of the Sub Common Stock issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchangeable for one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation (the “Converted Shares”). The Converted Shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation at the Effective Time. From and after the Effective Time, all certificates representing shares of Sub Common Stock shall be deemed for all purposes to represent the Converted Shares until the board of directors of the Surviving Corporation issues new certificates in respect of such sharesCorporation.

Conversion of Sub Common Stock. Each share of Sub Common Stock issued and outstanding immediately prior to the Effective Time share of Common Stock, $0.001 per share par value, of Sub (“Sub Common Stock”) shall be converted into and become one fully paid and nonassessable share of non-assessable common stockshare, without par value $0.01 per sharevalue, of the Surviving Corporation (the “Converted SharesSurviving Corporation Common Stock”). The Converted Shares shall constitute the only Each certificate representing outstanding shares Sub Common Stock shall, as of capital stock of the Surviving Corporation at the Effective Time. From and after the Effective Time, all certificates representing shares represent an equal number of Sub Common Stock shall be deemed for all purposes to represent the Converted Shares until the board of directors of the Surviving Corporation issues new certificates in respect of such sharesCommon Stock.

Conversion of Sub Common Stock. Each share of Sub Common Stock issued and outstanding immediately prior to the Effective Time share of common stock of Sub, $1.00 par value per share (“Sub Common Stock”), shall be converted into and become one fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation (the “Converted Shares”). The Converted Shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation, $0.01 par value per share (“Surviving Corporation at the Effective TimeCommon Stock”). From and after Each certificate representing outstanding Sub Common Stock shall, as of the Effective Time, all certificates representing represent an equal number of shares of Sub Common Stock shall be deemed for all purposes to represent the Converted Shares until the board of directors of the Surviving Corporation issues new certificates in respect of such sharesCommon Stock.

Conversion of Sub Common Stock. Each share of common stock of Sub, par value $0.001 per share (the "Sub Common Stock Stock"), issued and outstanding immediately prior to the Effective Time Time, shall be converted into one fully newly issued, fully-paid and nonassessable non-assessable share of common preferred stock, $0.001 par value $0.01 per sharevalue, of the Surviving Corporation (Corporation, pursuant to a Certificate of Designations proposed by Nortel Networks and approved by the “Converted Shares”). The Converted Shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation at the Effective Time. From and after the Effective TimeCompany, all certificates representing shares of Sub Common Stock shall such approval not to be deemed for all purposes to represent the Converted Shares until the board of directors of the Surviving Corporation issues new certificates in respect of such sharesunreasonably withheld or delayed.

Conversion of Sub Common Stock. Each share of common stock of Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation (the “Converted Shares”)Corporation. The Converted Shares Each stock certificate of Sub evidencing ownership of any such shares shall constitute the only outstanding continue to evidence ownership of such shares of capital stock of the Surviving Corporation at the Effective Time. From and after the Effective Time, all certificates representing shares of Sub Common Stock shall be deemed for all purposes to represent the Converted Shares until the board of directors of the Surviving Corporation issues new certificates in respect of such sharesCorporation.

Conversion of Sub Common Stock. Each share of common stock, par value $.01 per share, of Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one that number of validly issued, fully paid and nonassessable share non-assessable shares of common stock, par value $0.01 per share, Company Common Stock equal to 96.58% (subject to increase for the exercise of up to 148,000 In-the-Money Company Stock Options) of the Surviving Corporation (the “Converted Shares”). The Converted Shares shall constitute the only outstanding total number of shares of capital stock of the Surviving Corporation at the Effective Time. From and after the Effective Time, all certificates representing shares of Sub Company Common Stock shall be deemed for all purposes issued pursuant to represent the Converted Shares until the board of directors of the Surviving Corporation issues new certificates in respect of such sharesSection 3.1B(a)(2) and this Section 3.1B(a)(4).

Conversion of Sub Common Stock. Each ------------------------------ share of common stock, par value $0.10 per share, of Sub Common Stock issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchangeable for one fully paid and nonassessable (1) share of common stock, par value $0.01 per share, stock of the Surviving Corporation (the “Converted Shares”). The Converted Shares shall constitute the only outstanding and each certificate evidencing ownership of any shares of capital stock of Sub shall evidence ownership of the Surviving Corporation at the Effective Time. From and after the Effective Time, all certificates representing same number of shares of Sub Common Stock shall be deemed for all purposes to represent the Converted Shares until the board of directors common stock of the Surviving Corporation issues new certificates in respect of such sharesCorporation.

Conversion of Sub Common Stock. Each share of common stock, par value $1.00 per share, of Sub Common Stock issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchangeable for one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation (the “Converted Shares”). The Converted Shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation at the Effective TimeCorporation. From and after the Effective Time, all certificates representing shares of Sub Common Stock shall be deemed for all purposes to represent the Converted Shares until the board of directors of the Surviving Corporation issues new certificates in respect of such shares.384488.1

Conversion of Sub Common Stock. Each share of common stock, $0.0001 par value, of Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.0001 par value $0.01 per sharevalue, of the Surviving Corporation (the “Converted Shares”). The Converted Shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation at the Effective Time. From and after the Effective Time, all certificates representing shares of Sub Common Stock shall be deemed for all purposes to represent the Converted Shares until the board of directors of the Surviving Corporation issues new certificates in respect of such shares.the

Conversion of Sub Common Stock. Each share of Sub Common Stock issued and outstanding immediately prior to At the Effective Time shall be converted into one fully paid Time, by virtue of the Merger and nonassessable share without any action on the part of the holder thereof, the shares of common stock, par value $0.01 per share, of Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and thereafter represent 2,880,000 validly issued, fully paid and non- assessable share(s) of common stock, par value $0.033 per share, of the Surviving Corporation (the “Converted Shares”). The Converted Shares shall constitute the only outstanding shares of capital stock of the "Surviving Corporation at the Effective Time. From and after the Effective Time, all certificates representing shares of Sub Common Stock shall be deemed for all purposes to represent the Converted Shares until the board of directors of the Surviving Corporation issues new certificates in respect of such sharesStock").

Conversion of Sub Common Stock. Each issued and outstanding share of Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .001 per share, of the Surviving Corporation (the “Converted Shares”). The Converted Shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation at the Effective Time. From and after the Effective Time, all certificates representing shares of Sub Common Stock shall be deemed for all purposes to represent the Converted Shares until the board of directors of the Surviving Corporation issues new certificates in respect of such sharesCorporation.

Conversion of Sub Common Stock. Each share of common stock, par value $0.01 per share, of Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share exchangeable for 1,000 shares of common stock, $1.00 par value $0.01 per share, of the Surviving Corporation (Corporation. It is the “Converted Shares”). The Converted Shares intention of the parties that, immediately after the Merger, Datum shall constitute own all of the only issued and outstanding shares of capital stock of the Surviving Corporation at the Effective Time. From and after the Effective Time, all certificates representing shares of Sub Common Stock shall be deemed for all purposes to represent the Converted Shares until the board of directors of the Surviving Corporation issues new certificates in respect of such sharesCorporation.

Conversion of Sub Common Stock. Each share of common stock, par value $.01 per share, of Sub Common Stock issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and represent the right to receive one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation (the “Converted Shares”). The Converted Shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation at Corporation, which thereafter will constitute all of the Effective Time. From issued and after the Effective Time, all certificates representing shares of Sub Common Stock shall be deemed for all purposes to represent the Converted Shares until the board of directors outstanding common stock of the Surviving Corporation issues new certificates in respect of such shares.Corporation. 5

Conversion of Sub Common Stock. Each share of common stock, par value $.01 per share, of Sub Common Stock issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into and thereafter represent one validly issued, fully paid and nonassessable share of common stockshare, par value $0.01 .01 per share, of the Surviving Corporation (Corporation, so that thereafter Buyer will be the “Converted Shares”). The Converted Shares shall constitute sole and exclusive owner of the only outstanding shares of capital stock of the Surviving Corporation at the Effective Time. From and after the Effective Time, all certificates representing shares of Sub Common Stock shall be deemed for all purposes to represent the Converted Shares until the board of directors of the Surviving Corporation issues new certificates in respect of such sharesCorporation.

Conversion of Sub Common Stock. Each share of common stock, par value $0.0001 per share, of Sub Common Stock issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchangeable into one fully paid and nonassessable (1) share of common stock, par value $0.01 per share, stock of the Surviving Corporation (the “Converted Shares”). The Converted Shares shall constitute the only outstanding and each certificate evidencing ownership of any shares of capital stock of Sub shall evidence ownership of the Surviving Corporation at the Effective Time. From and after the Effective Time, all certificates representing same number of shares of Sub Common Stock shall be deemed for all purposes to represent the Converted Shares until the board of directors common stock of the Surviving Corporation issues new certificates in respect of such sharesCorporation.

Conversion of Sub Common Stock. Each share of common stock, $0.01 par value, of Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per sharepar value, of the Surviving Corporation (the “Converted Shares”)Corporation. The Converted Shares Each stock certificate of Sub evidencing ownership of any such shares shall constitute the only outstanding continue to evidence ownership of such shares of capital stock of the Surviving Corporation at the Effective Time. From and after the Effective Time, all certificates representing shares of Sub Common Stock shall be deemed for all purposes to represent the Converted Shares until the board of directors of the Surviving Corporation issues new certificates in respect of such sharesCorporation.

Conversion of Sub Common Stock. Each share of common stock of Sub, par value $0.0001 per share (the "Sub Common Stock Stock"), issued and outstanding immediately prior to the Effective Time Time, shall be converted into one fully newly issued, fully-paid and nonassessable non-assessable share of common preferred stock, $0.0001 par value $0.01 per sharevalue, of the Surviving Corporation (Corporation, pursuant to a Certificate of Designations proposed by Nortel and approved by the “Converted Shares”). The Converted Shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation at the Effective Time. From and after the Effective TimeCompany, all certificates representing shares of Sub Common Stock shall such approval not to be deemed for all purposes to represent the Converted Shares until the board of directors of the Surviving Corporation issues new certificates in respect of such sharesunreasonably withheld or delayed.

Conversion of Sub Common Stock. Each share of common stock, par value $1.00 per share, of Sub Common Stock issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and represent the right to receive one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation (the “Converted Shares”). The Converted Shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation at the Effective Time. From and after the Effective Time, all certificates representing shares of Sub Common Stock shall be deemed for all purposes to represent the Converted Shares until the board of directors of the Surviving Corporation issues new certificates in respect of such sharesCorporation.