Common use of Mandatory Conversion Clause in Contracts

Mandatory Conversion. Upon the occurrence of a Fundamental Transaction (as defined below), the Borrower shall have the right, at its option, at any time and from time to time, so long as any amount remains payable under this Note, to convert all of the outstanding principal amount and accrued interest hereunder (the “Outstanding Amount”) into shares of Common Stock at a conversion price per share equal to the weighted average trading price of the Common Stock during the ten (10) trading days immediately preceding the date of such Fundamental Transaction (the “Conversion Price”). In the event that such Fundamental Transaction is a merger or consolidation of the Borrower with or into another corporation or entity, the Purchaser shall be entitled to receive upon conversion of the Outstanding Amount, the number of shares of stock or other securities of the Borrower, or of the successor corporation resulting from such merger or consolidation, which a holder of the number of shares of Common Stock into which this Note was convertible immediately prior to such transaction would have been entitled to receive as a result of such merger or consolidation. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 6 with respect to the rights of the Purchaser after such merger or consolidation to the end that the provisions of this Section 6 (including adjustment of the number of shares of Common Stock issuable upon conversion of this Note) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. “Fundamental Transaction” means (i) a merger or consolidation of the Borrower with or into another corporation or entity, (ii) a sale of all or substantially all of the Borrower’s properties and assets to any other person, or (iii) the sale, transfer or assignment of not less than fifty percent (50%) of the Borrower’s then issued and outstanding shares of Common Stock by the beneficial owners thereof to a person or persons that are not Affiliates (as defined below) of such beneficial owners. “Affiliate” means, when used with respect to a specified person, another person that either directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person.

Mandatory Conversion. Upon Each Series F Preferred Share (or fractional share) shall automatically and without any action on the occurrence part of a Fundamental Transaction the holder thereof convert into one Common Share (or equivalent fractional share, as defined applicable) (subject to adjustment as contemplated in Section 7(c) below), the Borrower shall have “Conversion Rate”) upon the right, at its option, at any time and from time to time, so long as any amount remains payable under this Note, to convert all earlier of (i) the six-month anniversary of the outstanding principal amount and accrued interest hereunder (the “Outstanding Amount”) into shares of Common Stock at a conversion price per share equal to the weighted average trading price listing of the Common Stock during the ten (10) Shares for trading days immediately preceding the date of such Fundamental Transaction (the “Conversion Price”). In the event that such Fundamental Transaction is on a merger or consolidation of the Borrower with or into another corporation or entity, the Purchaser shall be entitled to receive upon conversion of the Outstanding Amount, the number of shares of stock or other national securities of the Borrower, or of the successor corporation resulting from such merger or consolidation, which a holder of the number of shares of Common Stock into which this Note was convertible immediately prior to such transaction would have been entitled to receive as a result of such merger or consolidation. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 6 with respect to the rights of the Purchaser after such merger or consolidation to the end that the provisions of this Section 6 (including adjustment of the number of shares of Common Stock issuable upon conversion of this Note) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. “Fundamental Transaction” means (i) a merger or consolidation of the Borrower with or into another corporation or entityexchange, (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 Borrower’s properties and business or assets to of the Company (by sale, merger, consolidation or otherwise), or the acquisition by any other person, including any syndicate or (iiigroup deemed to be a “person” under Section 13(d)(3) of the saleSecurities Exchange Act of 1934, transfer as amended, of beneficial ownership, directly or assignment indirectly, through a purchase, merger or other acquisition transaction or series of not less purchases, mergers or other acquisition transactions of securities of the Company entitling the acquiring person to exercise more than fifty percent (50%) of the Borrower’s then issued and outstanding shares total economic interests or total voting power of Common Stock by all securities of beneficial interest of the Company entitled to vote generally (except that such acquiring person will be deemed to have beneficial owners thereof ownership of all securities that such person has the right to a person or persons that are not Affiliates (as defined below) of acquire, whether such beneficial owners. “Affiliate” means, when used with respect to a specified person, another person that either directly or indirectly, through one or more intermediaries, controls, right is controlled by, currently exercisable or is under common control with, such specified personexercisable only upon the occurrence of a subsequent condition).

Mandatory Conversion. Upon The Notes shall be automatically converted into Common Stock on the occurrence first date (the “Mandatory Conversion Date”) on or after the 15th Trading Day following October 15, 2005, on which: (i) the average of a Fundamental Transaction 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), the Borrower . The Notes shall have the right, at its option, at any time be converted into that number of fully paid and from time to time, so long as any amount remains payable under this Note, to convert all of the outstanding principal amount and accrued interest hereunder (the “Outstanding Amount”) into 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 a conversion price per share equal such time rounded to the weighted average trading price 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 during Stock. As promptly as practicable after the ten (10Mandatory Conversion Date as set forth above, subject to Section 14.1(c) trading days immediately preceding the date of such Fundamental Transaction (the “Conversion Price”). In the event and in compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that such Fundamental Transaction is a merger or consolidation of the Borrower with Noteholder (as if such transfer were a transfer of the Note or into another corporation Notes (or entityportion thereof) so converted), the Purchaser Company shall be entitled issue and shall deliver to receive upon conversion of such holder at the Outstanding Amountoffice or agency maintained by the Company for such purpose pursuant to Section 4.2, a certificate or certificates for the number of full shares of stock or other securities of issuable upon the Borrower, or of the successor corporation resulting from such merger or consolidation, which a holder of the number of shares of Common Stock into which this Note was convertible immediately prior to such transaction would have been entitled to receive as a result conversion of such merger Note or consolidation. In any such case, appropriate adjustment shall be made in the application of portion thereof accordance with the provisions of this Article XIV 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 6 14.4. Any interest on the Notes accrued as of the Mandatory 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 Date, 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 rights Notes will terminate (except for under this Section 14.3). Upon the conversion of an interest in a global Note, the Trustee, or the Custodian at the direction of the Purchaser after Trustee, shall make a notation on such merger or consolidation global Note as to the end that reduction in the provisions of this Section 6 (including adjustment of the number of shares of Common Stock issuable upon conversion of this Note) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. “Fundamental Transaction” means (i) a merger or consolidation of the Borrower with or into another corporation or entity, (ii) a sale of all or substantially all of the Borrower’s properties and assets to any other person, or (iii) the sale, transfer or assignment of not less than fifty percent (50%) of the Borrower’s then issued and outstanding shares of Common Stock by the beneficial owners thereof to a person or persons that are not Affiliates (as defined below) of such beneficial owners. “Affiliate” means, when used with respect to a specified person, another person that either directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified personprincipal amount represented thereby.

Mandatory Conversion. 1.1 Upon the occurrence closing, on or before the Maturity Date, of a Fundamental the Change of Control Transaction (as defined below), the Borrower shall have the right, at its option, at any time and from time to time, so long as any amount remains payable under Original Principal Amount of this Note, to convert together with all accrued and unpaid interest thereon, shall automatically be converted (a “Mandatory Conversion”) on the business day following such closing into shares of the outstanding principal amount and accrued interest hereunder Company’s common stock, par value $0.001 per share (the “Outstanding AmountCommon Stock”) into shares of Common Stock ), at a conversion price of Ten Dollars and No Cents ($10.00) per share equal share, subject to the weighted average trading price of the Common Stock during the ten (10) trading days immediately preceding adjustment for stock splits, stock dividends, reclassifications and other similar recapitalization transactions that occur after the date of such Fundamental this Note. For the avoidance of doubt, if the closing of the Change of Control Transaction (has not occurred on or before the Maturity Date, then, the entire then-outstanding principal balance under this Note and all accrued, unpaid interest thereon, together with all other costs hereunder, if any, shall be due and payable by the Company to the Holder on the Maturity Date. 1.2 For purposes of this Note, the “Conversion Price”). In the event that such Fundamental Transaction is a merger Change of Control Transaction” shall mean any consolidation, merger, reorganization, combination or consolidation similar transaction of the Borrower Company and/or any of its affiliates with or into another corporation NMM and/or any of its affiliates, or entity, any transaction or series of related transactions by the Purchaser shall be entitled to receive upon conversion Company in which in excess of 50% of the Outstanding Amount, the number of shares of stock or other securities of the BorrowerCompany's voting power is transferred, or of the successor corporation resulting from such merger or consolidation, which a holder of the number of shares of Common Stock into which this Note was convertible immediately prior to such transaction would have been entitled to receive as a result of such merger or consolidation. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 6 with respect to the rights of the Purchaser after such merger or consolidation to the end that the provisions of this Section 6 (including adjustment of the number of shares of Common Stock issuable upon conversion of this Note) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. “Fundamental Transaction” means (i) a merger or consolidation of the Borrower with or into another corporation or entity, (ii) a sale of all or substantially all of the Borrowerassets of the Company to NMM and/or any of its affiliates occurs. 1.3 Notwithstanding any provision of this Note to the contrary, the Company shall not be obligated to repay the indebtedness hereunder or issue certificates evidencing the shares of the Company’s properties Common Stock issuable upon any Mandatory Conversion pursuant to Section 1.1 above unless and assets until this Note is either delivered to any other personthe Company or its transfer agent for cancellation, or (iii) the saleHolder notifies the Company or its transfer agent in writing that the Note has been lost, transfer stolen or assignment of destroyed and executes an agreement in form and substance satisfactory to the Company, in its sole and absolute discretion, to indemnify the Company from any loss incurred by it in connection with this Note. 1.4 This Note may not less than fifty percent (50%) be converted into shares of the BorrowerCompany’s then issued and outstanding shares of Common Stock voluntarily by the beneficial owners thereof Holder at any time or other than in accordance with the provisions of Section 1.1. 1.5 Notwithstanding any provision of this Note to a person the contrary, if the Mandatory Conversion has not occurred on or persons before the Maturity Date, then, the Company shall have forty-five (45) days following the Maturity Date to repay the outstanding principal, together with accrued and unpaid interest, on this Note; provided, however, that are interest as provided for herein shall continue to accrue on this Note until the actual date of repayment; and moreover, repayment at such time in accordance herewith shall not Affiliates (as defined below) be deemed to be an Event of such beneficial owners. “Affiliate” means, when used with respect to a specified person, another person that either directly or indirectly, through one or more intermediaries, controls, is controlled by, or is Default under common control with, such specified personthis Note.

Mandatory Conversion. Upon Effective on the occurrence date the Company, or a corporate affiliate of the Company, consummates an IPO or a De-SPAC Transaction (the “Mandatory Conversion Date”), this Note and all amounts owed and accruing hereunder, shall automatically (without further act or deed of the Holder of the Company) convert into Common Stock, in the case of the consummation of an IPO, or common stock of the public surviving corporation, in the case of a Fundamental Transaction De-SPAC Transaction, in each case at the then effective applicable Conversion Price. The Company shall cause notice of the mandatory conversion (as defined belowthe “Mandatory Conversion Notice”) to be mailed to the Holder, at such Holder’s address, at least five (5) days prior to the Mandatory Conversion Date. Notwithstanding the foregoing provisions of this Section 4(b), the Borrower shall have the right, at its option, at Holder may convert any time and from time portion of this Note pursuant to time, so long as any amount remains payable under this Note, to convert all of the outstanding principal amount and accrued interest hereunder (the “Outstanding Amount”Section 4(a) into shares of Common Stock at a conversion price per share equal on or prior to the weighted average trading price date immediately preceding the Mandatory Conversion Date. Unless otherwise provided in the applicable Mandatory Conversion Notice, if the shares to be issued upon conversion of the Common Stock during the this Note are to be issued in certificated form, not later than ten (10) trading days immediately preceding Business Days after the date of such Fundamental Transaction (the “Mandatory Conversion Price”). In the event that such Fundamental Transaction is a merger or consolidation of the Borrower with or into another corporation or entityDate, the Purchaser shall be entitled Company will deliver to receive upon conversion of the Outstanding AmountHolder a certificate or certificates containing the restrictive legends and trading restrictions required by law, if any, representing the number of shares of stock or other securities of being acquired upon the Borrower, or of the successor corporation resulting from such merger or consolidation, which a holder of the number of shares of Common Stock into which this Note was convertible immediately prior to such transaction would have been entitled to receive as a result of such merger or consolidation. In any such case, appropriate adjustment shall be made in the application of the provisions mandatory conversion of this Section 6 with respect to the rights of the Purchaser after such merger or consolidation to the end Note; provided, however that the provisions of this Section 6 (including adjustment of Company shall not be obligated to issue certificates evidencing the number of shares of Common Stock equity securities issuable upon conversion of this Note) shall be applicable after that event and be as nearly equivalent , until this Note is either delivered for conversion to the provisions hereof as may be practicable. “Fundamental Transaction” means (i) Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides a merger lost instrument indemnity or consolidation of bond to the Borrower with or into another corporation or entity, (ii) a sale of all or substantially all of Company to indemnify the Borrower’s properties and assets to Company from any other person, or (iii) the sale, transfer or assignment of not less than fifty percent (50%) of the Borrower’s then issued and outstanding shares of Common Stock loss incurred by the beneficial owners thereof to a person or persons that are not Affiliates (as defined below) of such beneficial owners. “Affiliate” means, when used with respect to a specified person, another person that either directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified personit in connection therewith.

Mandatory Conversion. Upon The Loan Amount shall be convertible as follows: (a) Unless previously converted, in the occurrence of a Fundamental Transaction (as defined below), the Borrower shall have the right, at its option, event that at any time and from time prior to timeAugust 31, so long as any 2010, Borrower shall close a convertible loan financing, or series of related convertible loan financings in a minimum aggregate amount remains payable under this Note, to convert all of the outstanding principal amount and accrued interest hereunder $1,500,000 (the One Million Five Hundred Thousand US Dollars) (a “Outstanding Amount”) into shares of Common Stock at a conversion price per share equal to the weighted average trading price of the Common Stock during the ten (10) trading days immediately preceding the date of such Fundamental Transaction (the “Conversion PriceConvertible Loan Financing”), other than the Acquisition Lender Loans, the entire outstanding Loan Amount shall automatically convert into a convertible loan on the same terms as the loans advanced in the Convertible Loan Financing. In the event that such Fundamental Transaction is a merger or consolidation the terms of the Borrower with or into another corporation or entityConvertible Loan Financing are less favorable to Lender than the terms of set out in Exhibit B annexed hereto, the Purchaser Lender shall be entitled to receive upon convert the Loan Amount to a convertible loan on the terms set out in Exhibit B. (b) Unless previously converted, in the event that at any time prior to August 31, 2010, Borrower shall close an equity investment, or series of related equity investments, in a minimum aggregate amount of $1,500,000 (One Million Five Hundred Thousand US Dollars) (excluding any conversion of the Outstanding AmountAcquisition Financing Loans) (an “Equity Financing”), Lender shall be entitled to convert the entire outstanding Loan Amount into an investment on the same terms as the Equity Financing and Borrower shall issue to Lender the number of shares of stock or other the class of equity securities issued in the Equity Financing as is obtained by dividing (i) the outstanding Loan Amount as of the Borrower, or closing date of the successor corporation resulting from such merger or consolidationEquity Financing by (ii) the price per share paid by the investors in the Financing Round. (c) Unless previously converted, which on August 31, 2010 the Loan Amount shall be automatically converted into a holder convertible loan on the terms set out in Exhibit B annexed hereto. (d) Upon conversion of the number of shares of Common Stock into which this Note was convertible immediately prior to such transaction would have been entitled to receive Loan Amount as a result of such merger or consolidation. In any such caseaforesaid, appropriate adjustment the Loan and all Interest accrued thereon shall be made in the application of the provisions of this Section 6 deemed fully repaid and Lender shall have no further rights with respect to the rights Loan and Interest accrued thereon. Notwithstanding the foregoing, the right to receive royalties pursuant to Section 5 hereof will continue without regard to any conversion or repayment of the Purchaser after such merger Loan and shall not be appurtenant or consolidation incidental to the end that the provisions of this Section 6 (including adjustment any securities issued on conversion of the number of shares of Common Stock issuable upon conversion of this Note) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. “Fundamental Transaction” means (i) a merger or consolidation of the Borrower with or into another corporation or entity, (ii) a sale of all or substantially all of the Borrower’s properties and assets to any other person, or (iii) the sale, transfer or assignment of not less than fifty percent (50%) of the Borrower’s then issued and outstanding shares of Common Stock by the beneficial owners thereof to a person or persons that are not Affiliates (as defined below) of such beneficial owners. “Affiliate” means, when used with respect to a specified person, another person that either directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified personLoan.

Mandatory Conversion. Upon (i) All principal hereof, as well as all accrued interest on this Debenture (the occurrence "Outstanding Amount") shall, upon the first closing of a Fundamental Transaction private placement (as defined below), the Borrower shall have the right, at its option, at any time and from time to time, so long as any amount remains payable under this Note, to convert all "Private Placement") of common stock of the outstanding principal amount and accrued interest hereunder Company ("Common Stock") occurring after the “Outstanding Amount”) into shares date of Common Stock at a conversion price per share equal to the weighted average trading price of the Common Stock during the ten this Debenture (10) trading days immediately preceding the date of such Fundamental Transaction (first closing being hereinafter referred to as the “"Conversion Price”Date"). In , be automatically and mandatorily converted, without any further action on the event that such Fundamental Transaction is a merger or consolidation part of the Borrower with or holder hereof, in the Private Placement, into another corporation or entity, the Purchaser shall be entitled to receive upon conversion of the Outstanding Amount, the number of shares of stock or other securities of the Borrower, or of the successor corporation resulting from such merger or consolidation, which a holder of the number of shares of Common Stock into which (the "Conversion Shares") as is equal to (A) the Outstanding Amount, divided by (B) 1.5, or if different, the price per share of shares offered in the Private Placement (the "Conversion Price"). The Conversion Price shall be subject to adjustment as hereinafter provided. (ii) Upon conversion of this Note was convertible immediately prior to such transaction would have been Debenture, the holder hereof shall be entitled to receive as a result shares of such merger or consolidation. In any such case, appropriate adjustment shall be made in the application common stock of the provisions of this Section 6 with respect Company (the "Additional Shares") in addition to the rights of the Purchaser after such merger or consolidation Conversion Shares, in an amount equal to the end that the provisions of this Section 6 (including adjustment one-half of the number of shares Conversion Shares into which this Debenture was converted pursuant to subsection 2(a)(i) immediately above. (iii) Upon such mandatory conversion, the holder of Common Stock issuable this Debenture shall surrender this Debenture, duly endorsed, at the office of the Borrower. The Borrower shall, as soon as practicable thereafter, issue and deliver to such holder of this Debenture, or to his nominee or nominees, a certificate or certificates evidencing the Conversion Shares and the Additional Shares. Anything to the contrary in this Debenture notwithstanding, any and all obligations of Borrower and Sonus Communications, Inc. hereunder shall be fully satisfied by and upon conversion of this Note) Debenture in accordance with the terms hereof. Upon the issuance of such shares, this Debenture shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. “Fundamental Transaction” means (i) a merger or consolidation of the Borrower with or into another corporation or entity, (ii) a sale of all or substantially all of the Borrower’s properties and assets to any other person, or (iii) the sale, transfer or assignment of not less than fifty percent (50%) of the Borrower’s then issued and outstanding shares of Common Stock by the beneficial owners thereof to a person or persons that are not Affiliates (as defined below) of such beneficial owners. “Affiliate” means, when used with respect to a specified person, another person that either directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified personmarked "FULLY PAID AND SATISFIED".

Mandatory Conversion. Upon (a) Subject to, and conditioned upon the occurrence of, and effective as of a Fundamental Transaction (as defined below)immediately prior to, the Borrower shall have the rightSecond Effective Time, at its option, at any time SPAC will be deemed to automatically assume each Note and from time to time, so long as any amount remains payable under this Note, to convert all of the outstanding principal amount and accrued interest hereunder under each Note will automatically be converted into a number of Conversion Shares (the “Outstanding Amount”) into shares of Common Stock at a conversion price per share equal rounded down to the weighted average trading price of nearest whole number) based on the Common Stock during the ten Conversion Rate. (10b) trading days immediately preceding the date of such Fundamental Transaction (the “Conversion Price”). In the event that such Fundamental Transaction is a merger or consolidation of the Borrower with or into another corporation or entity, the Purchaser shall be entitled to receive upon conversion of the Outstanding Amount, the number of shares of stock or other securities of the Borrower, or of the successor corporation resulting from such merger or consolidation, which a holder of the number of shares of Common Stock into which this Note was convertible immediately prior to such transaction would have been entitled to receive Except as a result of such merger the occurrence of an event under Section 4.1(c) below, if the Mergers have not been consummated by the Maturity Date, or consolidation. In any such case, appropriate adjustment shall be made in the application event of a Corporate Transaction or Merger Withdrawal prior to the Maturity Date or prior to the time when a Note may be converted (as provided in Section 4.1(a) above or 4.1(c) below), all outstanding principal due on such Note shall, promptly on the Maturity Date or upon such Merger Withdrawal or immediately prior to the consummation of the provisions Corporate Transaction, be converted into a number of this Section 6 with respect Conversion Shares (rounded down to the rights of nearest whole number) based on the Purchaser after such merger or consolidation Conversion Rate. (c) Prior to the end that the provisions of this Section 6 (including adjustment of the number of shares of Common Stock issuable upon conversion of this Note) shall be applicable after that event and be as nearly equivalent Maturity Date or, if earlier, prior to the provisions hereof as time when the Notes may be practicable. “Fundamental Transaction” means converted (as provided in Section 4.1(a) or 4.1(b) above), in the event of (i) a merger or consolidation termination of the Borrower with Merger Agreement by the Company arising out of or into another corporation resulting from the breach of any representation, warranty, covenant or entityagreement on the part of the SPAC or the Sponsor, (ii) a sale of all or substantially all termination of the Borrower’s properties and assets to Merger Agreement by the Company arising out of or resulting from the breach of any representation, warranty, covenant or other person, agreement on the part of the SPAC or any Subscriber in connection with any Subscription Agreement or (iii) the sale, transfer or assignment of not less than fifty percent (50%) a termination of the Borrower’s then issued Merger Agreement arising out of or resulting from a breach of any representation, covenant or other agreement on the part of any Purchaser or the SPAC in connection with this Agreement or any Ancillary Agreement, including in each case, any termination of the Merger Agreement due to the occurrence of the Agreement End Date as a result of the facts set forth in clauses (i)-(iii) hereof, all outstanding principal due on the Notes shall, be converted into a number of Conversion Shares (rounded down to the nearest whole number) based on the Conversion Rate. (d) Upon the conversion of the principal amount under a Note as provided in preceding sentence, all outstanding amounts under such Note will automatically be deemed satisfied and discharged in full, and such Note will be no longer outstanding shares of Common Stock by and will be cancelled, extinguished and retired and the beneficial owners holder thereof will cease to a person or persons that are not Affiliates (as defined below) of such beneficial owners. “Affiliate” meanshave any rights with respect thereto, when used except for the express rights with respect to a specified person, another person that either directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified personthe Conversion Shares contemplated by this Agreement.

Mandatory Conversion. Upon Effective as of the occurrence close of business on the Mandatory Conversion Date with respect to the shares of Series C Preferred Stock of a Fundamental Transaction (as defined below)Holder, the Borrower all such Holder’s shares of Series C Preferred Stock shall have the right, at its option, at any time and from time to time, so long as any amount remains payable under this Note, to automatically convert all of the outstanding principal amount and accrued interest hereunder (the “Outstanding Amount”) into shares of Common Stock at a conversion price per share equal to the weighted average trading price of the Common Stock during the ten (10) trading days immediately preceding the date of such Fundamental Transaction (the “Conversion Price”)as set forth below. In the event that such Fundamental Transaction is a merger or consolidation of the Borrower with or into another corporation or entity, the Purchaser shall be entitled to receive upon conversion of the Outstanding Amount, the number of shares of stock or other securities of the Borrower, or of the successor corporation resulting from such merger or consolidation, which a holder of the The number of shares of Common Stock into which this Note was a share of Series C Preferred Stock shall be convertible immediately 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 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 transaction Common Shares would not (i) cause or result in such Holder and its Affiliates, collectively, being deemed to own, control or have been entitled the power to receive vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities) would represent 10.0% or more of the Voting Stock of the Corporation outstanding at such time, (ii) 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 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 Holder, but cannot be issued to such Holder at the time of conversion as a result of the Ownership Limit, shall thereafter be issued to such merger Holder on the first date on which such issuance would not cause or consolidation. In any such case, appropriate adjustment shall be made result in the application a violation of the provisions Ownership Limit. Upon conversion, Holders shall receive cash in lieu of this fractional shares in accordance with Section 6 with respect to the rights of the Purchaser after such merger or consolidation to the end that the provisions of this Section 6 (including adjustment of the number of shares of Common Stock issuable upon conversion of this Note) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. “Fundamental Transaction” means (i) a merger or consolidation of the Borrower with or into another corporation or entity, (ii) a sale of all or substantially all of the Borrower’s properties and assets to any other person, or (iii) the sale, transfer or assignment of not less than fifty percent (50%) of the Borrower’s then issued and outstanding shares of Common Stock by the beneficial owners thereof to a person or persons that are not Affiliates (as defined below) of such beneficial owners. “Affiliate” means, when used with respect to a specified person, another person that either directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person13 hereof.

Mandatory Conversion. Upon The Voting Preferred Shares shall be automatically converted or reclassified into Voting Ordinary Shares as aforesaid and the occurrence Series B-2 Preferred and the Series C-2 Preferred shall be automatically converted or reclassified into Non-voting Ordinary Shares, each upon the closing of a Fundamental Transaction Qualified IPO. Conversion of the Preferred Shares may be effected by way of reclassification of the Preferred Shares into Ordinary Shares at the then existing Conversion Rate. 10.3 The Conversion Rate shall be subject toadjustment in the following cases: (as defined below), a) In the Borrower event the Company shall have the right, at its option, at any time and from time to timechange as a whole, so long as by subdivision or combination in any amount remains payable under this Note, to convert all manner or by the making of the outstanding principal amount and accrued interest hereunder a share dividend (the “Outstanding Amount”) into shares of Common Stock at a conversion price per share equal to the weighted average trading price of the Common Stock during the ten (10) trading days immediately preceding the date of such Fundamental Transaction (the “Conversion Price”i.e. bonus shares). In the event that such Fundamental Transaction is a merger or consolidation of the Borrower with or into another corporation or entity, the Purchaser shall be entitled to receive upon conversion of the Outstanding Amount, the number of shares Ordinary Shares then outstanding into a different number of stock shares, then thereafter the number of Ordinary Shares issuable upon the conversion or reclassification of Preferred Shares shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of Ordinary Shares by reason of such change; provided, however, that no adjustment in the Conversion Rate shall be made hereunder in either of the following cases: (i) a share dividend on the Ordinary Shares where an identical share dividend in Ordinary Shares was paid also on the Preferred Shares, or (ii) a subdivision or combination of the Ordinary Shares where an identical subdivision or combination was made PRO RATA also in respect of the Preferred Shares. (b) In the event of any capital reorganization, or of any reclassification of the share capital of the Company or in case of the consolidation or merger of the Company with or into any other corporation, each Preferred Share shall after such capital reorganization, reclassification of share capital, consolidation, merger or sale entitle the holder to obtain the kind and number of Ordinary Shares or other securities or property of the BorrowerCompany, or of the successor corporation resulting from such consolidation or surviving such merger or consolidationto which such sale shall be made, as the case may be, to which a such holder would have been entitled if he had held the Ordinary Shares issuable upon conversion or reclassification of the number of shares of Common Stock into which this Note was convertible such Preferred Shares immediately prior to such transaction would have been entitled to receive as a result capital reorganization, reclassification of such capital stock, consolidation, merger or consolidation. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 6 with respect to the rights of the Purchaser after such merger or consolidation to the end that the provisions of this Section 6 (including adjustment of the number of shares of Common Stock issuable upon conversion of this Note) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. “Fundamental Transaction” means (i) a merger or consolidation of the Borrower with or into another corporation or entity, (ii) a sale of all or substantially all of the Borrower’s properties and assets to any other person, or (iii) the sale, transfer or assignment of not less than fifty percent (50%) of the Borrower’s then issued and outstanding shares of Common Stock by the beneficial owners thereof to a person or persons that are not Affiliates (as defined below) of such beneficial owners. “Affiliate” means, when used with respect to a specified person, another person that either directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person.

Mandatory Conversion. Upon The Notes shall be automatically converted into Common Stock on the occurrence first date (the “Mandatory Conversion Date”) on or after the 15th Trading Day following October 15, 2005, on which: (i) the average of a Fundamental Transaction 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), the Borrower . The Notes shall have the right, at its option, at any time be converted into that number of fully paid and from time to time, so long as any amount remains payable under this Note, to convert all of the outstanding principal amount and accrued interest hereunder (the “Outstanding Amount”) into 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 a conversion price per share equal such time rounded to the weighted average trading price 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 during Stock. As promptly as practicable after the ten (10Mandatory Conversion Date as set forth above, subject to Section 14.1(b) trading days immediately preceding the date of such Fundamental Transaction (the “Conversion Price”). In the event and in compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that such Fundamental Transaction is a merger or consolidation of the Borrower with Noteholder (as if such transfer were a transfer of the Note or into another corporation Notes (or entityportion thereof) so converted), the Purchaser Company shall be entitled issue and shall deliver to receive upon conversion of such holder at the Outstanding Amountoffice or agency maintained by the Company for such purpose pursuant to Section 4.2, a certificate or certificates for the number of full shares of stock or other securities of issuable upon the Borrower, or of the successor corporation resulting from such merger or consolidation, which a holder of the number of shares of Common Stock into which this Note was convertible immediately prior to such transaction would have been entitled to receive as a result conversion of such merger Note or consolidation. In any such case, appropriate adjustment shall be made in the application of portion thereof accordance with the provisions of this Article XIV 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 6 14.4. Any interest on the Notes accrued as of the Mandatory 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 Date, 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 rights Notes will terminate (except for under this Section 14.3). Upon the conversion of an interest in a global Note, the Trustee, or the Custodian at the direction of the Purchaser after Trustee, shall make a notation on such merger or consolidation global Note as to the end that reduction in the provisions of this Section 6 (including adjustment of the number of shares of Common Stock issuable upon conversion of this Note) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. “Fundamental Transaction” means (i) a merger or consolidation of the Borrower with or into another corporation or entity, (ii) a sale of all or substantially all of the Borrower’s properties and assets to any other person, or (iii) the sale, transfer or assignment of not less than fifty percent (50%) of the Borrower’s then issued and outstanding shares of Common Stock by the beneficial owners thereof to a person or persons that are not Affiliates (as defined below) of such beneficial owners. “Affiliate” means, when used with respect to a specified person, another person that either directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified personprincipal amount represented thereby.