Holder's Option if Company Cannot Fully Convert. In addition to any other right that a holder of Series C-1 Preferred might have, if, upon the Company's receipt of a Conversion Notice, the Company cannot issue Conversion Shares issuable pursuant to such Conversion Notice because the Company # notwithstanding Section 5(k), does not have a sufficient number of shares of Common Stock authorized and available or # is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self- regulatory organization with jurisdiction over the Company or its securities from issuing all of the Conversion Shares to be issued to a holder of Series C-1 Preferred pursuant to a Conversion Notice, then the Company shall issue as many Conversion Shares as it is able to issue in accordance with such holder's Conversion Notice and pursuant to Section 5(c)(iii) above and, with respect to the unconverted Series C-1 Preferred, the holder, solely at such holder's option, can elect, within five (5)business days after receipt of an Inability to Fully Convert Notice (as defined below) from the Company thereof to:

Holder's Option if Company Cannot Fully Convert. In addition to any other right that a holder of Series A Preferred Stock might have, if, upon the Company's receipt of a Conversion Notice, the Company cannot issue Conversion Shares issuable pursuant to such Conversion Notice because the Company # does not have a sufficient number of shares of Common Stock authorized and available or # is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self­regulatory organization with jurisdiction over the Company or its securities from issuing all of the Conversion Shares to be issued to a holder of Series A-1 Preferred pursuant to a Conversion Notice, then the Company shall issue as many Conversion Shares as it is able to issue in accordance with such holder's Conversion Notice and pursuant to Section 5(c)(iii) above and, with respect to the unconverted Series A-1 Preferred, the holder, solely at such holder's option, can elect, within five (5) business days after receipt of notice from the Company thereof to:

if the Company's inability to fully convert Series A-1 Preferred is pursuant to Section 8(a)(y) above, require the Company to issue restricted shares of Common Stock in accordance with such holder's Conversion Notice and pursuant to Section 5(c) (iii) above. or

Fully Compensated. You agree that up to the date of signing this Agreement, you have been fully compensated by [[Diodes:Organization]] for all amounts owed for salary or bonus. [[Diodes:Organization]] will reimburse you for your reasonable business expenses necessarily incurred in connection with the performance of your duties prior to the termination of your employment.

Mechanics of Fulfilling Holder's Election. The Company shall promptly send via electronic mail or facsimile to a holder of Series A-1 Preferred, upon receipt of electronic mail or facsimile copy of a Conversion Notice from such holder which cannot be fully satisfied as described in Section 8(a) above, a notice of the Company's inability to fully satisfy such holder's Conversion Notice (the “Inability to Fully Convert Notice”). Such Inability to Fully Convert Notice shall indicate # the reason why the Company is unable to fully satisfy such holder's Conversion Notice, and # the number of Series A-1 Preferred which cannot be converted. Such holder shall notify the Company of its election pursuant to Section 8(a) above by delivering written notice via facsimile to the Company (“Notice in Response to Inability to Convert”).

Fully Compensated. You agree that up to the date of signing this Agreement, you have been fully compensated by [[Diodes:Organization]] for all amounts owed for salary or bonus. [[Diodes:Organization]] will reimburse you for your reasonable business expenses necessarily incurred in connection with the performance of your duties prior to the termination of your employment.

Fully Compensated. You agree that up to the date of signing this letter agreement, you have been fully compensated by Diodes for all amounts owed for salary or bonus. Diodes will reimburse you for your reasonable business expenses necessarily incurred in connection with the performance of your duties prior to the Separation Date.

Mechanics of Fulfilling Holder's Election. The Company shall promptly send via electronic mail or facsimile to a holder of Series C-1 Preferred, upon receipt of electronic mail or facsimile copy of a Conversion Notice from such holder which cannot be fully satisfied as described in Section 8(a) above, a notice of the Company's inability to fully satisfy such holder's Conversion Notice (the “Inability to Fully Convert Notice”). Such Inability to Fully Convert Notice shall indicate # the reason why the Company is unable to fully satisfy such holder's Conversion Notice, and # the number of shares of Series C-1 Preferred which cannot be converted. Such holder shall notify the Company of its election pursuant to Section 8(a) above by delivering written notice via electronic mail or facsimile to the Company (“Notice in Response to Inability to Convert”).

if the Company's inability to fully convert Series C-1 Preferred is pursuant to Section 8(a)(y) above, require the Company to issue restricted shares of Common Stock in accordance with such holder's Conversion Notice and pursuant to Section 5(c)(iii) above. or

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