Common use of Conversion of ASSAC Series A Preferred Shares Clause in Contracts

Conversion of ASSAC Series A Preferred Shares. Upon delivery of the NAV Appraisal, the number of Conversion Shares and the Conversion Ratio shall be recalculated, as follows: (a) the aggregate number of Conversion Shares that are issuable to the Fund or the Fund Shareholders, as the case may be, upon automatic conversion of all ASSAC Series A Preferred Shares previously issued to the Fund or the Fund Shareholders, respectively, shall be automatically and without any further action adjusted and determined by dividing (i) the Adjusted Purchase Value of the Fund, by (ii) the Conversion Price then in effect; (b) the Conversion Ratio applicable to the Fund or the Fund Shareholders shall, automatically and without any further action, be adjusted and determined by dividing the (i) aggregate number of Conversion Shares applicable to the Fund, as determined in accordance with Section 2.7(a) above, by (ii) the number of ASSAC Series A Preferred Shares issued at Closing to the Fund or Fund Shareholders; and (c) the number of Conversion Shares issuable to the Fund and if applicable, to each individual Shareholder of the Fund, respectively, upon automatic conversion of all ASSAC Series A Preferred Shares issued to the Fund or Fund Shareholder, shall be shall be automatically and without any further action determined by multiplying (i) the aggregate number of Series A Preferred Shares issued to the Fund or Fund Shareholder, by (ii) the Conversion Ratio, as determined pursuant to Section 2.7(b) above. For the avoidance of doubt, if for example: (A) The Estimated NAV of the Fund at December 31, 2009 is $106.0 million, then 100% the Purchase Value of the Fund payable to the Fund is $106.0 million. (B) The Fund shall receive at Closing 106,000 ASSAC Series A Preferred Shares, having a total stated or liquidation value of $1,000 per share. (C) Based on the initial $7.50 per shares Conversion Price, the assumed number of Conversion Shares at the Closing Date would be 14,133,333 ASSAC Ordinary Shares ($106.0 million divided by $7.50) and the assumed Conversion Ratio would be 133.333 ASSAC Ordinary Shares for each of the 106,000 ASSAC Preferred Shares, or 133.333:1. (D) If the Appraised NAV based on the NAV Appraisal of the Fund reflects that the Adjusted Purchase Value of the Fund as at December 31, 2009 was, in fact, only $80.0 Million, then the Consideration that should have been payable to the Fund or the Fund Shareholders at the Closing is only $85,000,000 and not $106,000,000. (E) The actual number of Conversion Shares issuable to the Fund or the Fund Shareholders is then automatically adjusted downwards to 11,333,333 ASSAC Ordinary Shares ($85.0 million divided by $7.50), and the adjusted Conversion Ratio applicable to each full ASSAC Series A Preferred Share would be 106.918 ASSAC Ordinary Shares for each of the 106,000 ASSAC Preferred Shares, or 106.918:1 (11,333,333 Conversion Shares divided by 106,000 ASSAC Series A Preferred Shares). The number of ASSAC Series A Preferred Shares always remains fixed but the Conversion Shares and Conversion Ratio change based upon the Adjusted Purchase Value of the Fund. In addition, the 5% dividend on the ASSAC Series A Preferred Shares will also be payable in additional ASSAC Ordinary Shares at the Conversion Date and will reflect the Adjusted Purchase Values based upon the NAV Appraisals. To avoid the issuance of fractional Ordinary Shares, all Conversion Shares issuable pursuant to this Agreement shall be rounded up or down to the nearest whole Ordinary Share.

Conversion of ASSAC Series A Preferred Shares. Upon delivery of the NAV AppraisalAppraisals and the 2009 Audited Financial Statements of each of the Funds, the number of Conversion Shares and the Conversion Ratio shall be recalculated, as follows: (a) the aggregate number of Conversion Shares that are issuable to all of the Fund Funds or the Fund ShareholdersShareholders of such Fund(s), as the case may be, upon automatic conversion of all ASSAC Series A Preferred Shares previously issued to each of the Fund Funds or the Fund ShareholdersShareholders of such Fund(s), respectively, shall be shall, automatically and without any further action action, be adjusted and determined by dividing (i) the Adjusted Purchase Value of the each such Fund, by (ii) the Conversion Price then in effect; (b) the Conversion Ratio applicable to each of the Fund Funds or the Fund Shareholders of such Fund shall, automatically and without any further action, be adjusted and determined by dividing the (i) aggregate number of Conversion Shares applicable to the such Fund, as determined in accordance with Section 2.7(a2.6(a) above, by (ii) the number of ASSAC Series A Preferred Shares issued at Closing to the Fund Funds or all of the Fund Shareholders; and (c) the number of Conversion Shares issuable to the each individual Fund and if applicable, or to each individual Shareholder of the Fund, respectively, thereof upon automatic conversion of all ASSAC Series A Preferred Shares issued to the each such Fund or Fund Shareholder, shall be shall be automatically and without any further action determined by multiplying (i) the aggregate number of ASSAC Series A Preferred Shares issued to the such Fund or Fund Shareholder, by (ii) the Conversion Ratio, as determined pursuant to Section 2.7(b2.6(b) above. For the avoidance of doubt, , (i) if for example: (A) The Estimated NAV of the Fund Stillwater ABOF Cayman at December 31, 2009 is was $106.0 102.0 million, then 100% of the Purchase Value of the such Fund payable to the Fund is Stillwater ABOF Cayman would be $106.0 102.0 million. (B) The Fund Stillwater ABOF Cayman shall receive at Closing 106,000 102,000 ASSAC Series A Preferred Shares, having a total stated or liquidation value Stated Value of $1,000 102,000,000. (C) Based on the initial $7.50 per shareshare Conversion Price, the assumed number of Conversion Shares at the Closing Date would be 13,600,000 ASSAC Ordinary Shares ($102.0 million divided by $7.50) and the assumed Conversion Ratio would be 133.333 ASSAC Ordinary Shares for each of the 102,000 ASSAC Preferred Shares, or 133.333:1. (D) If the Appraised NAV based on the NAV Appraisal of Stillwater ABOF Cayman reflects that the Adjusted Purchase Value of the Stillwater ABOF Cayman as at December 31, 2009 was, in fact, only $100.0 Million, then the Consideration that should have been payable to the Partners of Stillwater ABOF Cayman at the Closing is $100,000,000 and not $102,000,000. (E) The actual number of Conversion Shares issuable to Stillwater ABOF Cayman or the Fund Shareholders of such Fund is then automatically adjusted downwards to 13,333,333 ASSAC Ordinary Shares ($100.0 million divided by $7.50), and the adjusted Conversion Ratio applicable to each full ASSAC Series A Preferred Share would be 130.719 ASSAC Ordinary Shares for each of the 102,000 ASSAC Preferred Shares, or 130.719:1 (13,333,333 Conversion Shares divided by 102,000 ASSAC Series A Preferred Shares). (ii) if for example: (A) The Estimated NAV of the Stillwater ABOF Cayman at December 31, 2009 is $102.0 million, then the Purchase Value of such Fund payable to Stillwater ABOF Cayman is $102.0 million. (B) Stillwater ABOF Cayman shall, at the Closing, receive 102,000 ASSAC Series A Preferred Shares, having a total Stated Value of $102,000,000. (C) Based on the initial $7.50 per shares Conversion Price, the assumed number of Conversion Shares at the Closing Date would be 14,133,333 13,600,000 ASSAC Ordinary Shares ($106.0 102.0 million divided by $7.50) and the assumed Conversion Ratio would be 133.333 ASSAC Ordinary Shares for each of the 106,000 102,000 ASSAC Preferred Shares, or 133.333:1. (D) If the Appraised NAV based on the NAV Appraisal of the Fund Stillwater ABOF Cayman reflects that the Adjusted Purchase Value of the Fund Stillwater ABOF Cayman as at December 31, 2009 was, in fact, only $80.0 105.0 Million, then the Consideration that should have been payable to the Fund or the Fund Shareholders Stillwater ABOF Cayman at the Closing is only $85,000,000 105,000,000 and not $106,000,000102,000,000. (E) The actual number of Conversion Shares issuable to the Fund Stillwater ABOF Cayman or the Fund Shareholders of such Fund is then automatically adjusted downwards upwards to 11,333,333 14,000,000 ASSAC Ordinary Shares ($85.0 105.0 million divided by $7.50), and the adjusted Conversion Ratio applicable to each full ASSAC Series A Preferred Share would be 106.918 137.255 ASSAC Ordinary Shares for each of the 106,000 102,000 ASSAC Preferred Shares, or 106.918:1 137.255:1 (11,333,333 14,000,000 Conversion Shares divided by 106,000 102,000 ASSAC Series A Preferred Shares). The In either example, the number of ASSAC Series A Preferred Shares always remains fixed but the Conversion Shares and Conversion Ratio change based upon the Adjusted Purchase Value of each of the FundFunds. In addition, the 5% dividend on the ASSAC Series A Preferred Shares will also be payable in additional ASSAC Ordinary Shares at the Conversion Date and will reflect the Adjusted Purchase Price Values based upon the NAV Appraisals. To avoid the issuance of fractional Ordinary Shares, all Conversion Shares issuable pursuant to this Agreement shall be rounded up or down to the nearest whole Ordinary Share.

Conversion of ASSAC Series A Preferred Shares. Upon delivery of the NAV AppraisalAppraisals and the 2009 Audited Financial Statements of the Fund, the number of Conversion Shares and the Conversion Ratio shall be recalculated, as follows: (a) the aggregate number of Conversion Shares that are issuable to the Fund or the Fund ShareholdersShareholders of the Fund, as the case may be, upon automatic conversion of all ASSAC Series A Preferred Shares previously issued to the Fund or the Fund ShareholdersShareholders of the Fund, respectively, shall be shall, automatically and without any further action action, be adjusted and determined by dividing (i) the Adjusted Purchase Value of the each such Fund, by (ii) the Conversion Price then in effect; (b) the Conversion Ratio applicable to the Fund or the Fund Shareholders of such Fund shall, automatically and without any further action, be adjusted and determined by dividing the (i) aggregate number of Conversion Shares applicable to the such Fund, as determined in accordance with Section 2.7(a2.6(a) above, by (ii) the number of ASSAC Series A Preferred Shares issued at Closing to the Fund or all of the Fund Shareholders; and; (c) the number of Conversion Shares issuable to the Fund and if applicable, or to each individual Fund Shareholder of the Fund, respectivelythereof, upon automatic conversion of all ASSAC Series A Preferred Shares issued to the Fund or Fund Shareholder, shall be shall be automatically and without any further action determined by multiplying (i) the aggregate number of ASSAC Series A Preferred Shares issued to the such Fund or Fund ShareholderShareholders, by (ii) the Conversion Ratio, as determined pursuant to Section 2.7(b2.6(b) above. For the avoidance of doubt, , (i) if for example:example (it being understood by the Parties that the numbers set forth in clauses (i) and (ii) below do not necessarily bear any relationship to the Estimated NAV of the Fund): (A) The Estimated NAV of the Fund at December 31, 2009 is was $106.0 45.3 million, then 100% than the Purchase Value of the Fund payable to the Fund is would be $106.0 33.975 million. (B) The Fund shall receive at Closing 106,000 33,975 ASSAC Series A Preferred Shares, having a total stated or liquidation value Stated Value of $1,000 per share33,975,000. (C) Based on the initial $7.50 per shares Conversion Price, the assumed number of Conversion Shares at the Closing Date would be 14,133,333 4,530,000 ASSAC Ordinary Shares ($106.0 33.975 million divided by $7.50) and the assumed Conversion Ratio would be 133.333 ASSAC Ordinary Shares for each of the 106,000 33,975 ASSAC Preferred Shares, or 133.333:1. (D) If the Appraised NAV based on the NAV Appraisal of the Fund reflects that the Adjusted Purchase Value of the Fund as at December 31, 2009 was, in fact, only $80.0 35.0 Million, then the Consideration that should have been payable to the Fund or the Fund Shareholders at the Closing is only $85,000,000 35,000,000 and not $106,000,00033,975,000. (E) The actual number of Conversion Shares issuable to the Fund or the Fund Shareholders is then automatically adjusted downwards upwards to 11,333,333 4,666,667 ASSAC Ordinary Shares ($85.0 35.0 million divided by $7.50), and the adjusted Conversion Ratio applicable to each full ASSAC Series A Preferred Share would be 106.918 137.356 ASSAC Ordinary Shares for each of the 106,000 33,975 ASSAC Preferred Shares, or 106.918:1 137.356:1 (11,333,333 4,666,667 Conversion Shares divided by 106,000 33,975 ASSAC Series A Preferred Shares). (ii) if for example: (A) The Estimated NAV of the Fund as at December 31, 2009 is $45.3 million, than the Purchase Value of such Fund is $33.975 million. (B) The Fund shall, at the Closing, receive 33,975 ASSAC Series A Preferred Shares, having a total Stated Value of $33,975,000. (C) Based on the initial $7.50 per shares Conversion Price, the assumed number of Conversion Shares at the Closing Date would be 4,530,000 ASSAC Ordinary Shares ($33.975 million divided by $7.50) and the assumed Conversion Ratio would be 133.333 ASSAC Ordinary Shares for each of the 33,975 ASSAC Preferred Shares, or 133.333:1. (D) If the Appraised NAV based on the NAV Appraisal of the Fund reflects that the Adjusted Purchase Value of such Fund as at December 31, 2009 was, in fact, $30.0 Million, then the Consideration that should have been payable to such Fund at the Closing is $30,000,000 and not $33,975,000. The However, because of the minimum Adjusted Purchase Value set forth in this Agreement, there would be no change in the Conversion Shares issuable to the Partners of the Fund commencing on the Conversion Date. In either example, the number of ASSAC Series A Preferred Shares always remains fixed but the Conversion Shares and Conversion Ratio change based upon the Adjusted Purchase Value of the Fund. In addition, the 5% dividend on the ASSAC Series A Preferred Shares will also be payable in additional ASSAC Ordinary Shares at the Conversion Date and will reflect the Adjusted Purchase Price Values based upon the NAV Appraisals. To avoid the issuance of fractional Ordinary Shares, all Conversion Shares issuable pursuant to this Agreement shall be rounded up or down to the nearest whole Ordinary Share.

Conversion of ASSAC Series A Preferred Shares. Upon delivery of the NAV Appraisal, the number of Conversion Shares and the Conversion Ratio shall be recalculated, as follows: (a) the aggregate number of Conversion Shares that are issuable to the Fund or the Fund Shareholders, as the case may be, upon automatic conversion of all ASSAC Series A Preferred Shares previously issued to the Fund or the Fund Shareholders, respectively, shall be automatically and without any further action adjusted and determined by dividing (i) the Adjusted Purchase Value of the Fund, by (ii) the Conversion Price then in effect; (b) the Conversion Ratio applicable to the Fund or the Fund Shareholders shall, automatically and without any further action, be adjusted and determined by dividing the (i) aggregate number of Conversion Shares applicable to the Fund, as determined in accordance with Section 2.7(a) above, by (ii) the number of ASSAC Series A Preferred Shares issued at Closing to the Fund or Fund Shareholders; and (c) the number of Conversion Shares issuable to the Fund and if applicable, to each individual Shareholder of the Fund, respectively, upon automatic conversion of all ASSAC Series A Preferred Shares issued to the Fund or Fund Shareholder, shall be shall be automatically and without any further action determined by multiplying (i) the aggregate number of Series A Preferred Shares issued to the Fund or Fund Shareholder, by (ii) the Conversion Ratio, as determined pursuant to Section 2.7(b) above. For the avoidance of doubt, if for example: (A) The Estimated NAV of the Fund at December 31, 2009 is $106.0 8.0 million, then 100% the Purchase Value of the Fund payable to the Fund is $106.0 8.0 million. (B) The Fund shall receive at Closing 106,000 8,000 ASSAC Series A Preferred Shares, having a total stated or liquidation value of $1,000 per share. (C) Based on the initial $7.50 per shares Conversion Price, the assumed number of Conversion Shares at the Closing Date would be 14,133,333 1,066,666 ASSAC Ordinary Shares ($106.0 8.0 million divided by $7.50) and the assumed Conversion Ratio would be 133.333 ASSAC Ordinary Shares for each of the 106,000 8,000 ASSAC Preferred Shares, or 133.333:1. (D) If the Appraised NAV based on the NAV Appraisal of the Fund reflects that the Adjusted Purchase Value of the Fund as at December 31, 2009 was, in fact, only $80.0 6.0 Million, then the Consideration that should have been payable to the Fund or the Fund Shareholders at the Closing is only $85,000,000 6,000,000 and not $106,000,0008,000,000. (E) The actual number of Conversion Shares issuable to the Fund or the Fund Shareholders is then automatically adjusted downwards to 11,333,333 800,000 ASSAC Ordinary Shares ($85.0 6.0 million divided by $7.50), and the adjusted Conversion Ratio applicable to each full ASSAC Series A Preferred Share would be 106.918 100.000 ASSAC Ordinary Shares for each of the 106,000 8,000 ASSAC Preferred Shares, or 106.918:1 100.000:1 (11,333,333 800,000 Conversion Shares divided by 106,000 8,000 ASSAC Series A Preferred Shares). The number of ASSAC Series A Preferred Shares always remains fixed but the Conversion Shares and Conversion Ratio change based upon the Adjusted Purchase Value of the Fund. In addition, the 5% dividend on the ASSAC Series A Preferred Shares will also be payable in additional ASSAC Ordinary Shares at the Conversion Date and will reflect the Adjusted Purchase Values based upon the NAV Appraisals. To avoid the issuance of fractional Ordinary Shares, all Conversion Shares issuable pursuant to this Agreement shall be rounded up or down to the nearest whole Ordinary Share.