Common use of Series B Preferred Stock Clause in Contracts

Series B Preferred Stock. As consideration for the Loan, Borrower hereby agrees to issue to Lender five hundred (500) shares of Borrower’s Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”) to Lender as the date hereof. Lender acknowledges and agrees that the Preferred Stock, including any conversion thereof to shares of Borrower’s common stock, par value $0.0005 per share (the “Common Stock,” and such shares of Common Stock issuable upon conversion of the Preferred Stock, the “Conversion Shares”), shall be subject to the Certificate of Designation, Preferences and Rights of the Preferred Stock, a copy of which has been previously provider to Lender and which provides, among other terms, that each share of Preferred Stock shall convert to fifty (50) shares of Common Stock. In connection with its receipt of Preferred Stock, Lender hereby agrees that it will not, prior to the first anniversary of the date hereof (the “Restricted Period”), offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly (each, a “Transfer”), any of the Preferred Stock and/or Conversion Shares (collectively, the “Securities”). The foregoing sentence shall not apply to (a) Transfers of the Securities as a bona fide gift, (b) Transfers by Lender to any entity that is directly or indirectly controlled by, or is under common control with, Lender or (c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, for the sale of any Securities, provided that such plan does not provide for the transfer of any Securities during the Restricted Period (“Permitted Transfers”).

Series B Preferred Stock. As consideration for the Loan, Borrower hereby agrees to issue to Lender five one hundred (500100) shares of Borrower’s Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”) to Lender as the date hereof. Lender acknowledges and agrees that the Preferred Stock, including any conversion thereof to shares of Borrower’s common stock, par value $0.0005 per share (the “Common Stock,” and such shares of Common Stock issuable upon conversion of the Preferred Stock, the “Conversion Shares”), shall be subject to the Certificate of Designation, Preferences and Rights of the Preferred Stock, a copy of which has been previously provider to Lender and which provides, among other terms, that each share of Preferred Stock shall convert to fifty (50) shares of Common Stock. In connection with its receipt of Preferred Stock, Lender hereby agrees that it will not, prior to the first anniversary of the date hereof (the “Restricted Period”), offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly (each, a “Transfer”), any of the Preferred Stock and/or Conversion Shares (collectively, the “Securities”). The foregoing sentence shall not apply to (a) Transfers of the Securities as a bona fide gift, (b) Transfers by Lender to any entity that is directly or indirectly controlled by, or is under common control with, Lender or (c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, for the sale of any Securities, provided that such plan does not provide for the transfer of any Securities during the Restricted Period (“Permitted Transfers”).

Series B Preferred Stock. As consideration for the Loan, Borrower hereby agrees to issue to Lender five four hundred (500400) shares of Borrower’s Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”) to Lender as the date hereof. Lender acknowledges and agrees that the Preferred Stock, including any conversion thereof to shares of Borrower’s common stock, par value $0.0005 per share (the “Common Stock,” and such shares of Common Stock issuable upon conversion of the Preferred Stock, the “Conversion Shares”), shall be subject to the Certificate of Designation, Preferences and Rights of the Preferred Stock, a copy of which has been previously provider to Lender and which provides, among other terms, that each share of Preferred Stock shall convert to fifty (50) shares of Common Stock. In connection with its receipt of Preferred Stock, Lender hereby agrees that it will not, prior to the first anniversary of the date hereof (the “Restricted Period”), offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly (each, a “Transfer”), any of the Preferred Stock and/or Conversion Shares (collectively, the “Securities”). The foregoing sentence shall not apply to (a) Transfers of the Securities as a bona fide gift, (b) Transfers by Lender to any entity that is directly or indirectly controlled by, or is under common control with, Lender or (c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, for the sale of any Securities, provided that such plan does not provide for the transfer of any Securities during the Restricted Period (“Permitted Transfers”).

Series B Preferred Stock. As consideration for Notwithstanding anything to the Loancontrary herein, Borrower hereby agrees to issue to Lender five hundred (500) shares each share of Borrower’s Series B Non-Voting Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time will remain issued and outstanding as one share of Series B Preferred Stock, par value $0.0001 0.01 per share share, of the Surviving Corporation. (e) Discharge of BATUS’s Obligations. BATUS’s obligation to deliver the “Preferred Stock”) Merger Consideration may be discharged by BATUS causing such Merger Consideration or any part thereof to Lender as be provided by Parent or any Parent Subsidiary to the date hereof. Lender acknowledges and agrees that Exchange Agent, for the Preferred benefit of the holders of Company Common Stock, including any conversion thereof in accordance with the terms and subject to the conditions set forth in this Article II; provided, however, that nothing in this Section 2.01(e) shall relieve BATUS of its obligations hereunder. (f) Cancelation of Company Common Stock. As of the Effective Time, all shares of Borrower’s common stockCompany Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, par value $0.0005 per share and each holder of (i) a certificate that immediately prior to the “Common Stock,” and Effective Time represented any such shares of Company Common Stock issuable upon conversion of the Preferred Stock, the “Conversion Shares”), shall be subject to the Certificate of Designation, Preferences and Rights of the Preferred Stock, a copy of which has been previously provider to Lender and which provides, among other terms, that each share of Preferred Stock shall convert to fifty (50) shares of Common Stock. In connection with its receipt of Preferred Stock, Lender hereby agrees that it will not, prior to the first anniversary of the date hereof (the “Restricted Period”), offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly (each, a “TransferCertificate”) or (ii) any such shares of Company Common Stock held in book-entry form (“Book-Entry Shares”), in each case, other than any Certificates or Book-Entry Shares representing Dissenting Shares, shall cease to have any rights with respect thereto, except the right to receive (i) the Merger Consideration upon surrender of the Preferred Stock and/or Conversion Shares (collectively, the “Securities”). The foregoing sentence shall not apply to (a) Transfers of the Securities as a bona fide giftsuch Certificate or Book-Entry Share in accordance with Section 2.02, (bii) Transfers by Lender any dividends or other distributions in accordance with Section 2.02(c) and (iii) any cash to any entity that is directly or indirectly controlled by, or is under common control with, Lender or (c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, for the sale be paid in lieu of any Securitiesfractional entitlements to Parent ADSs in accordance with Section 2.02(i), provided that such plan does not provide for the transfer of any Securities during the Restricted Period in each case without interest. (“Permitted Transfers”g).

Series B Preferred Stock. As consideration Series B Holders will not have any voting rights, including the right to elect any directors, except (i) voting rights, if any, required by law, and (ii) voting rights, if any, described in Section 2 and this Section 12; provided, however, that each Series B Holder will be entitled to voting rights as described in this Section 12(a). Upon the first to occur of a Shareholder Disapproval Date or a Shareholder Approval Date, (i) if all Regulatory Approvals have not been received, then as of the first Business Day following such date, each Series B Holder will thereafter be entitled to 2 and 1/2 votes for each share of Series B Preferred Stock held as of the applicable date, or (ii) if all Regulatory Approvals have been received, then as of the first Business Day following such date (or if the Regulatory Approvals are received after the Shareholder Disapproval Date or Shareholder Approval Date, then on the first Business Day following the date such Regulatory Approvals are received), each Series B Holder will thereafter be entitled to 10 votes for each share of Series B Preferred Stock held as of the applicable date, on any matter that is submitted to a vote or for the Loanconsent of the shareholders of the Company, Borrower hereby agrees and, except as otherwise required by law or as set forth herein, shall have voting rights and powers equal to issue to Lender five hundred (500) shares the voting rights and powers of Borrower’s Series B Non-Voting Convertible Preferred the Common Stock, par value $0.0001 per share (shall be entitled to notice of any shareholders’ meeting in accordance with the “Preferred Stock”) Bylaws of the Company and shall be entitled to Lender as vote with the date hereof. Lender acknowledges and agrees that the Preferred Stock, including any conversion thereof to shares of Borrower’s common stock, par value $0.0005 per share (the “Common Stock,” and such shares holders of Common Stock issuable with respect to any matter upon conversion of the Preferred Stock, the “Conversion Shares”), shall be subject to the Certificate of Designation, Preferences and Rights of the Preferred Stock, a copy of which has been previously provider to Lender and which provides, among other terms, that each share of Preferred Stock shall convert to fifty (50) shares holders of Common Stock. In connection with its receipt of Preferred StockStock have the right to vote, Lender hereby agrees that it will not, prior except as otherwise provided herein or those matters required by law to the first anniversary of the date hereof (the “Restricted Period”), offer, pledge, sell, contract be submitted to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly (each, a “Transfer”), any of the Preferred Stock and/or Conversion Shares (collectively, the “Securities”). The foregoing sentence shall not apply to (a) Transfers of the Securities as a bona fide gift, (b) Transfers by Lender to any entity that is directly or indirectly controlled by, or is under common control with, Lender or (c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, for the sale of any Securities, provided that such plan does not provide for the transfer of any Securities during the Restricted Period (“Permitted Transfers”)class vote.

Series B Preferred Stock. As consideration for From and after the Loan, Borrower hereby agrees to issue to Lender five hundred (500) date of the issuance of any shares of Borrower’s Series B Non-Voting Convertible Preferred Stock, par value $0.0001 dividends at the rate per annum per share equal to five percent (5%) of the Series B-2 Original Issue Price shall accrue on each share of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock) (the “Preferred StockAccruing Dividends”) ). Accruing Dividends shall accrue from day to Lender day, whether or not declared, and shall be cumulative; provided, however, that except as set forth in the date hereoffollowing sentence of this Section 1 and except as set forth in Section 2.1, such Accruing Dividends shall be payable only when, as, and if declared by the Board of Directors and the Corporation shall be under no obligation to pay such Accruing Dividends. Lender acknowledges and agrees that the Preferred StockThe Corporation shall not declare, including pay or set aside any conversion thereof to dividends on shares of Borrower’s common stockany other class or series of capital stock of the Corporation (other than the Series A Preferred Stock or dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Series B Preferred Stock then outstanding shall first receive, par value $0.0005 or simultaneously receive, a dividend on each outstanding share of Series B Preferred Stock in an amount at least equal to the greater of: (i) the amount of the aggregate Accruing Dividends then accrued on such share of Series B Preferred Stock and not previously paid; and (ii) that dividend per share of Series B Preferred Stock as would equal the product of (1) the “dividend payable on each share of Common Stock,” Stock and such (2) the number of shares of Common Stock issuable upon conversion of the a share of Series B Preferred Stock, in each case calculated on the “Conversion Shares”), shall be subject record date for determination of holders entitled to the Certificate of Designation, Preferences and Rights of the Preferred Stock, a copy of which has been previously provider to Lender and which provides, among other terms, that each share of Preferred Stock shall convert to fifty (50) shares of Common Stock. In connection with its receipt of Preferred Stock, Lender hereby agrees that it will not, prior to the first anniversary of the date hereof (the “Restricted Period”), offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly (each, a “Transfer”), any of the Preferred Stock and/or Conversion Shares (collectively, the “Securities”). The foregoing sentence shall not apply to (a) Transfers of the Securities as a bona fide gift, (b) Transfers by Lender to any entity that is directly or indirectly controlled by, or is under common control with, Lender or (c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, for the sale of any Securities, provided that receive such plan does not provide for the transfer of any Securities during the Restricted Period (“Permitted Transfers”)dividend.