Common use of Conversion Shares Clause in Contracts

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

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

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

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

Conversion Shares. (a) The number of Conversion Shares Instructions Applicable to be issued Transfer Agent. With respect to the Conversion Shares Depository on and the Warrant Shares, the Transfer Agent shall issue the Conversion Date Shares or the Warrant Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the "Conversion Notice"), in the form attached hereto as ------------------ Exhibit I, delivered on behalf of the Company to the Transfer Agent by the ---------- Escrow Agent or a properly completed and duly executed notice of exercise substantially in the form attached to the Warrant (the "Exercise Notice"), --------------- respectively. Unless the Company shall be determined by dividing have delivered in good faith its notice of objection only to the calculation of the Conversion Shares to the Transfer Agent and Escrow Agent within one (1) business day of its receipt of the Conversion Notice, upon receipt of a Conversion Notice or Exercise Notice, the Transfer Agent shall within three (3) Trading Days thereafter (i) aggregate principal amount issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or Exercise Notice, a certificate or certificates, registered in the name of the Outstanding Securities immediately prior Buyer or its designees, for the number of shares of Common Stock to which the Automatic Conversion on Buyer shall be entitled as set forth in the Conversion Date by Notice or Exercise Notice or (ii) provided that the Conversion Price rounded downTransfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities --- Transfer Program, if necessaryupon the request of the Buyer, credit such aggregate number of shares of Common Stock to which the Buyer shall be entitled to the nearest whole number of Conversion SharesBuyer's or its designees' balance account with DTC through their Deposit Withdrawal At Custodian ("DWAC") system provided the ---- Buyer causes its bank or broker to initiate the DWAC transaction. Fractions of Conversion Shares For purposes hereof, "Trading Day" shall not be issued following an Automatic Conversion and no cash payment shall be made in lieu thereof. Upon Automatic Conversion mean any day on which the Conversion Date, the number of Conversion Shares to be held by the Conversion Shares Depository Nasdaq National Market is ----------- open for the benefit of each Holder shall be the number of Conversion Shares thus calculated multiplied by a fraction equal to the aggregate amount of the Tradable Amount of the book-entry interests in the Securities held by such Holder on the Conversion Date divided by the aggregate amount of the Tradable Amount of the book-entry interests of all the Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date rounded down, if necessary, to the nearest whole number of Conversion Sharescustomary trading. (b) The Company hereby confirms to the Transfer Agent and the Buyer that certificates representing the Conversion Shares issued following an Automatic Conversion and Warrant Shares shall not bear any legend restricting transfer and should not be fully paid and nonsubject to any stop-assessable transfer restrictions and shall otherwise be freely transferable on the books and records of the Company; provided that counsel to the Company delivers (i) the Notice of Effectiveness set forth in all respects rank pari passu with Exhibit II attached hereto and (ii) ---------- an opinion of counsel in the fully paid Ordinary form set forth in Exhibit III attached hereto, and ----------- that if the Conversion Shares and the Warrant Shares are not registered for resale under the Securities Act of 1933, as amended (the "Securities Act"), then the provisions of paragraph 1(a)(ii), above, shall not be applicable until such shares are registered, and the certificates for the Conversion Shares and Warrant Shares shall bear a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT." In the event such number of Conversion Shares or Warrant Shares are issued to the Buyer such that the Buyer would be considered an "affiliate" of the Company as defined under Rule 144 of the Securities Act or in issue on the Conversion Dateevent the Transfer Agent determines that the Buyer would otherwise be considered an affiliate of the Company under Rule 144 of the Securities Act, except in any such case then the certificates for any right excluded by mandatory provisions of applicable law, and except that the Conversion Shares so issued and/or Warrant Shares shall bear a legend in substantially the following form: THE REGISTERED HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE AN AFFILIATE (AS SUCH TERM IS DEFINED BY RULE 144 ("RULE 144") PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) OF THE COMPANY. IF SUCH HOLDER IS AN AFFILIATE OF THE COMPANY, THESE SHARES MAY ONLY BE SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN ACCORDANCE WITH THE TERMS OF RULE 144 OR ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. The Transfer Agent herby acknowledges that the Escrow Shares are not rank for (orheld by an affiliate, as defined under Rule 144 of the case may beSecurities Act, and that, as such, the relevant Holder or Beneficial Owner shall foregoing legend will not be entitled to receive) included on any rights, certificate or certificates representing the entitlement to which falls prior to Escrow Shares so long as such Escrow Shares are held in escrow by the Conversion DateEscrow Agent under the Escrow Agreement. (c) Subject In the event that counsel to Section 3.05, if a Qualifying Takeover Event occurs, and the Conversion Date falls on Company fails or after the QTE Effective Date, then in such case Approved Entity Shares of the Approved Entity shall be issued refuses to render an opinion as required to issue the Conversion Shares Depository on the Conversion Date instead of Conversion or Warrant Shares in accordance with the same effect preceding paragraph (either with or without restrictive legends, as if Conversion Shares had been issued pursuant applicable), then the Company irrevocably and expressly authorizes counsel to Section 2.09(a) above. (d) the Buyer to render such opinion. The Conversion Shares or Transfer Agent shall accept and be entitled to rely on such opinion for the purposes of issuing the Conversion Shares Offer Consideration, as the case may be, will be delivered to Holders pursuant to the procedures set forth in Section 2.11 belowand Warrant Shares.

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

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

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

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

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