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AGREEMENT OF ACCOUNTING PRACTICES (U.S.) (A. 26.1) This Form shall be referred to as the “Agreement.” DEFINITIONS. The following terms have the following meanings in this Agreement, as of the Effective Time (as defined in the Agreement): (a) Exchange Date. The date on which the Company purchases or sells the Common Stock on the Exchange. Also referred to as the “Exchange Date.” (b) Conversion Date. The date on which holders of the Company’s Convertible Preferred Stock shall be entitled to exchange their Convertible Preferred Stock into Common Stock at a 1.0 for 1.0 conversion. (c) Conversion. The conversion of the Convertible Preferred Stock into Common Stock upon the Conversion Date at a price of $0.01 per Common Share, subject to adjustment upon each relevant Conversion Date (other than as provided for in Section 2.4) to reflect the applicable Conversion Price. (d) Conversion Price. The first interest rate of 1.0 to 1.5 times the rate used in the conversion of the Convertible Preferred Stock for purposes of determining conversion of the Convertible Preferred Stock. (e) Effective Time. The initial date on which this Agreement shall be in effect, as defined in the Agreement. (f) General. All terms capitalized and not otherwise defined herein shall have the same meaning as when used in the Act. Also referred to as the “Act.” (g) Common Stock. The shares of Common Stock of the Company. (h) Compensating Shares. Any shares of Common Stock to be issued, distributed or exchanged in connection with any transaction (including the issuance of any shares in exchange for all or part of the Company’s outstanding debt securities), other than in connection with a financing (as defined in Section 18 of the Act) or any restriction under the Act on the sale of additional shares of Common Stock to be issued in a financing. (i) Continuing Shareholder. Any person who is an owner of shares of Common Stock immediately prior to or immediately following a distribution or exchange of shares of Common Stock, whether as a result of purchase or otherwise, pursuant to any plan of merger, consolidation, exchange or other arrangement. (j) Conversion Price. The first interest rate of 1.0 to 1.5 times the rate used in the conversion of the Convertible Preferred Stock for purposes of determining conversion of the Convertible Preferred Stock
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