WHEREAS, the Company and the holders of the Preferred Shares (the “Preferred Shareholders”) agree that there would be a benefit in clarity on the Company’s financial statements for March 31, 2005 if such conversion were to take place on March 31, 2005;
NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Company and the Preferred Shareholders hereby agree as follows:
1. Date of the Mandatory Conversion of A1 Preferred Shares, B1 Preferred Shares and C1 Preferred Shares. The First Mandatory Conversion shall occur on March 31, 2005 (the “First Mandatory Conversion Date”).
2. Treatment of dividends that would otherwise accrue between March 31, 2005 and April 4, 2005. For purposes of determining the Series A Conversion Ratio, Series B Conversion Ratio and Series C Conversion Ratio on the First Mandatory Conversion Date pursuant to Section 6(a)(i) to (iii) of the Description of Stock, the Company hereby agrees to credit $8.89 per share to each of the Series A Preferred Liquidation Preference, Series B Preferred Liquidation Preference and Series C Preferred Liquidation Preference on such First Mandatory Conversion Date, which amount represents the dividends that would have accrued with respect to the A1 Preferred Shares, B1 Preferred Shares and C1 Preferred Shares between the First Mandatory Conversion Date and April 4, 2005.
3. Miscellaneous. This agreement shall be governed by the laws of Bermuda. This agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and the Preferred Shareholders have caused this agreement to be executed by their duly authorized representatives.
