Common use of Share Conversion Clause in Contracts

Share Conversion. 4.1 In the event that the Subscriber ceases to be an employee, the Company shall notify the Subscriber in writing, as soon as reasonably practicable before or after the Relevant Cessation Date, by a notice substantially in the form set out in schedule 1 (“Company Conversion Information Notice”) of: (a) the number of Subscriber Shares which will be the subject of the Conversion Notice, being the number of Subscriber Shares held by the Subscriber which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and (b) the date to be specified by the Subscriber in the Conversion Notice for the Subscriber Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date. 4.2 In the event a Company Conversion Information Notice is served pursuant to clause 4.1, the Subscriber shall, within 7 days of receipt of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of Subscriber Shares equal to the Conversion Number into Deferred Shares with effect from the Conversion Date. This provision is without prejudice to clause 6.1(b)(iii). 4.3 In the event that a Sale is to occur, the Company may notify the Subscriber in writing by service of a Company Conversion Information Notice of: (a) the number of Subscriber Shares which will be the subject of the Conversion Notice, being the number of Subscriber Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the date of the Sale or (in the case only of a Sale which does not consist of a sale of the entire issued share capital of the Company and only where the Investor Director gives his consent) such number of Subscriber Shares as is determined by the Board; and (b) the date to be specified by the Subscriber in the Conversion Notice for the Subscriber Shares (or a proportion thereof) to convert into Deferred Shares, such date to be the date of the Sale (with the Conversion Notice taking effect immediately prior to the relevant Sale). Table of Contents 4.4 In the event a Company Conversion Information Notice is served pursuant to clause 4.3, the Subscriber shall, prior to the Conversion Date (but in any event within 7 days of receipt of the Company Conversion Information Notice), serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of Subscriber Shares equal to the Conversion Number into Deferred Shares on the Conversion Date (taking effect immediately prior to the relevant Sale so that the Conversion Number of Subscriber Shares are converted into Deferred Shares immediately prior to the Sale). This provision is without prejudice to clause 6.1(b)(iii).

Share Conversion. 4.1 4.1. In the event that the Subscriber Employee ceases to be an employee, the Company shall notify the Subscriber GFC in writing, as soon as reasonably practicable before or after the Relevant Cessation Date, by a notice substantially in the form set out in schedule 1 (“Company Conversion Information Notice”) of: (a) the number of Subscriber GFC Shares which will be the subject of the Conversion Notice, being the number of Subscriber GFC Shares held by the Subscriber GFC which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and (b) the date to be specified by the Subscriber GFC in the Conversion Notice for the Subscriber GFC Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date. 4.2 4.2. In the event a Company Conversion Information Notice is served pursuant to clause 4.1, the Subscriber GFC shall, within 7 days of receipt of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of Subscriber GFC Shares equal to the Conversion Number into Deferred Shares with effect from the Conversion Date. This provision is without prejudice to clause 6.1(b)(iii). 4.3 4.3. In the event that a Sale is to occur, the Company may notify the Subscriber GFC in writing by service of a Company Conversion Information Notice of: (a) the number of Subscriber GFC Shares which will be the subject of the Conversion Notice, being the number of Subscriber GFC Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the date of the Sale or (in the case only of a Sale which does not consist of a sale of the entire issued share capital of the Company and only where the Investor Director gives his consent) such number of Subscriber GFC Shares as is determined by the Board; and (b) the date to be specified by the Subscriber GFC in the Conversion Notice for the Subscriber GFC Shares (or a proportion thereof) to convert into Deferred Shares, such date to be the date of the Sale (with the Conversion Notice taking effect immediately prior to the relevant Sale). 4.4. Table of Contents 4.4 In the event a Company Conversion Information Notice is served pursuant to clause 4.3, the Subscriber GFC shall, prior to the Conversion Date (but in any event within 7 days of receipt of the Company Conversion Information Notice), serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of Subscriber GFC Shares equal to the Conversion Number into Deferred Shares on the Conversion Date (taking effect immediately prior to the relevant Sale so that the Conversion Number of Subscriber GFC Shares are converted into Deferred Shares immediately prior to the Sale). This provision is without prejudice to clause 6.1(b)(iii).

Share Conversion. 4.1 In the event that the Subscriber Employee ceases to be an employee, the Company shall notify the Subscriber Employee in writing, as soon as reasonably practicable before or after the Relevant Cessation Date, by a notice substantially in the form set out in schedule 1 (“Company Conversion Information Notice”) of: (a) the number of Subscriber Employee Shares which will be the subject of the Conversion Notice, being (subject to clause 4.6) the number of Subscriber Employee Shares held by the Subscriber which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and (b) the date to be specified by the Subscriber Employee in the Conversion Notice for the Subscriber Employee Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date. 4.2 In the event a Company Conversion Information Notice is served pursuant to clause 4.1, the Subscriber Employee shall, within 7 days of receipt of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of Subscriber Employee Shares equal to the Conversion Number into Deferred Shares with effect from the Conversion Date. This provision is without prejudice to clause 6.1(b)(iii). 4.3 In Subject to clause 4.4, in the event that a Sale is to occur, the Company may notify the Subscriber in writing by service of a Company Conversion Information Notice of: (a) the number of Subscriber Shares which will be the subject of the Conversion Notice, being the number of Subscriber Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the date of the Sale or (in the case only of a Sale which does not consist consisting of a sale of the entire issued share capital of the Company and only where Company, the Investor Director gives his consent) such number of Subscriber Shares as is determined Employee shall (if required by the BoardCompany) agree with the relevant buyer that 50 per cent. of the Aggregate Consideration (the “Deferred Consideration”) shall be paid or issued to the Employee on the date which is the earlier of: (a) the first anniversary of the date of the Sale (the “First Anniversary” and the date of the Sale being the “Sale Date”); andor (b) the date on which the Employee ceases to be specified an employee or director of the Company or a Member of the Group (without becoming an employee or director of another company associated or connected with the Company) and such cessation is not by reason of the Employee’s resignation (other than as a result of the Employee’s permanent ill-health, as evidenced to the Company’s reasonable satisfaction by a doctor’s certificate) or by reason of the Employee’s termination by the Subscriber Company or the Member of the Group for gross misconduct. 4.4 The Employee shall (if required by the Company) agree with the relevant buyer that all of the Deferred Consideration shall be forfeited by the Employee if in the Conversion Notice for period between the Subscriber Shares (Sale Date and the First Anniversary, the Employee ceases to be an employee or director of the Company or a proportion thereof) to convert into Deferred Shares, such date to be the date Member of the Sale Group (without becoming an employee or director of another company associated or connected with the Conversion Notice taking effect immediately prior Company) and such cessation is by reason of the Employee’s resignation (other than as a result of the Employee’s permanent ill-health, as evidenced to the relevant Sale). Table Company’s reasonable satisfaction by a doctor’s certificate) or by reason of Contentsthe Employee’s termination by the Company or the Member of the Group for gross misconduct. 4.5 The provisions of clauses 4.3 to 4.4 In the event a Company Conversion Information Notice is served pursuant to clause 4.3, the Subscriber shallinclusive shall not apply if, prior to the Conversion Date Sale, the Board and the Investor Director (but in their absolute discretion) consider that (i) the Employee will cease to be employed and lose his directorship (where relevant) in connection with the Sale (other than by way of voluntary resignation) without being offered another reasonably similar position within the Group (or with any event within 7 days of receipt company which will become associated or connected with the Company in connection with the Sale); or (ii) the Employee will not be offered a new incentive arrangement relating to shares, cash or other assets which are reasonably economically equivalent to the value of the Company Conversion Information Notice), serve Deferred Consideration. 4.6 In the event of a Conversion Notice on Sale (other than a Sale consisting of a sale of the entire issued share capital of the Company) in connection with which any of the Employee Shares are to be sold or transferred, requiring such amendments shall be made (unilaterally) to this agreement as may be determined by the Company, pursuant to Article 7.7, to convert Board in its absolute discretion (having first obtained the number consent of Subscriber Shares equal the Investor Director) which it considers reasonable in connection with the arrangements relating to the Conversion Number into Deferred circumstances in which Employee Shares on the Conversion Date (taking effect immediately prior are treated as “Vested” and in connection with introducing arrangements similar to those referred to in clauses 4.3 to 4.4 inclusive in relation to the relevant Sale so that (which may include (without limitation) fewer or more Employee Shares being treated as “Vested” than would otherwise be and the Conversion Number of Subscriber Shares are converted into Deferred Shares immediately prior Employee agreeing to the Sale). This provision is without prejudice defer and/or forfeit consideration payments relating to clause 6.1(b)(iiiEmployee Shares).

Share Conversion. 4.1 4.1. In the event that the Subscriber Employee ceases to be an employee, the Company shall notify the Subscriber GFC in writing, as soon as reasonably practicable before or after the Relevant Cessation Date, by a notice substantially in the form set out in schedule 1 (“Company Conversion Information Notice”) of: (a) the number of Subscriber GFC Shares which will be the subject of the Conversion Notice, being the number of Subscriber GFC Shares held by the Subscriber GFC which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and (b) the date to be specified by the Subscriber GFC in the Conversion Notice for the Subscriber GFC Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date. 4.2 4.2. In the event a Company Conversion Information Notice is served pursuant to clause 4.1, the Subscriber GFC shall, within 7 days of receipt of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of Subscriber GFC Shares equal to the Conversion Number into Deferred Shares with effect from the Conversion Date. This provision is without prejudice to clause 6.1(b)(iii). 4.3 4.3. In the event that a Sale is to occur, the Company may notify the Subscriber GFC in writing by service of a Company Conversion Information Notice of: (a) the number of Subscriber GFC Shares which will be the subject of the Conversion Notice, being the number of Subscriber GFC Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the date of the Sale or (in the case only of a Sale which does not consist of a sale of the entire issued share capital of the Company and only where the Investor Director gives his consent) such number of Subscriber GFC Shares as is determined by the Board; and (b) the date to be specified by the Subscriber GFC in the Conversion Notice for the Subscriber GFC Shares (or a proportion thereof) to convert into Deferred Shares, such date to be the date of the Sale (with the Conversion Notice taking effect immediately prior to the relevant Sale). 4.4. Table of Contents 4.4 In the event a Company Conversion Information Notice is served pursuant to clause 4.3, the Subscriber GFC shall, prior to the Conversion Date (but in any event within 7 days of receipt of the Company Conversion Information Notice), serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of Subscriber GFC Shares equal to the Conversion Number into Deferred Shares on the Conversion Date (taking effect immediately prior to the relevant Sale so that the Conversion Number of Subscriber GFC Shares are converted into Deferred Shares immediately prior to the Sale). This provision is without prejudice to clause 6.1(b)(iii).Table of Contents

Share Conversion. 4.1 Shareholder's right to exchange its PM Shares hereunder shall apply as to all, but not less than all, of the PM Shares. In the event that Shareholder has complied with all of the Subscriber ceases conditions allowing for an exchange pursuant to be an employeethis Agreement, the Company closing of any such exchange (the "Closing") shall notify occur at the Subscriber offices of APS in writingAustin, Texas, on such day and at such time as soon as reasonably practicable before the parties hereto may mutually agree upon, or in the failure to so agree, at 10:00 a.m. Austin, Texas time on the first business day that falls thirty (30) days after the Relevant Cessation later of (i) the Expiration Date, by a notice substantially or (ii) in the form set out in schedule 1 (“Company Conversion Information Notice”) of: (a) the number of Subscriber Shares which will be the subject of the Conversion Notice, being the number of Subscriber Shares held by the Subscriber which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and (b) the date to be specified by the Subscriber in the Conversion Notice for the Subscriber Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date. 4.2 In the event a Company Conversion Information Notice Lock-Up Period (as hereinafter defined) is served imposed pursuant to clause 4.1Section 4 hereof, the Subscriber shallday on which such Lock-Up Period ends. For purposes hereof, within 7 days any additional shares of receipt Syntera stock of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, any class which Shareholder obtains pursuant to Article 7.7stock dividends, stock splits, reverse stock splits or recapitalizations to convert which Syntera or the number of Subscriber PM Shares equal are subject after the date this Agreement was originally entered into as first written above shall also be considered to be included in the PM Shares; however, no adjustment or modification will be made to the Conversion Number into Deferred Shares with effect from Exchange Value as a result of any such transaction. At the Conversion Date. This provision is without prejudice Closing, Shareholder shall be entitled to clause 6.1(b)(iii). 4.3 In the event that a Sale is to occur, the Company may notify the Subscriber in writing by service receive such shares of a Company Conversion Information Notice of: (a) the number of Subscriber Shares which will be the subject of the Conversion Notice, being the number of Subscriber Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the date of the Sale or (in the case only of a Sale which does not consist of a sale of the entire issued share capital of the Company and only where the Investor Director gives his consent) such number of Subscriber Shares APS Common as is determined by dividing the Board; and (b) the date to be specified Exchange Value by the Subscriber average of the "bid" and "ask" prices for APS Common as quoted by the National Association of Securities Dealers Automated Quotation System at the close of trading on each of the last five (5) business days immediately preceding the Closing Date. At the Closing, Shareholder shall tender its share certificate(s) for all of the PM Shares, duly endorsed in blank, to APS, and shall also provide APS with an executed blank stock power, in form and substance reasonably acceptable to APS, wherein Shareholder represents and warrants to APS (i) that Shareholder has all necessary legal capacity, power and authority to engage in the Conversion Notice for the Subscriber Shares transactions contemplated hereby, and (or a proportion thereofii) to convert into Deferred Shares, such date to be the date of the Sale (with the Conversion Notice taking effect immediately prior that Shareholder owns all interests in and to the relevant Sale)PM Shares and that the PM Shares are being transferred to APS free and clear of all liens, claims or encumbrances of any kind whatsoever. Table The shares of Contents 4.4 In APS Common that Shareholder receives in the event exchange are hereinafter referred to as the "New APS Shares." The parties acknowledge and agree that Shareholder shall receive a Company Conversion Information Notice is served pursuant to clause 4.3whole number of shares of APS Common only, and that any fractional share amounts resulting from the Subscriber shallforegoing conversion calculation shall be rounded up or down, prior as the case may be, to the Conversion Date (but in any event within 7 days of receipt of the Company Conversion Information Notice), serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the next whole number of Subscriber shares. APS shall be under no obligation to pay any cash or other amounts with respect to any fractional share amounts, or to issue any fractional share amounts to Shareholder. At the Closing, Shareholder shall either receive a share certificate for all its New APS Shares equal or, if APS' transfer agent is unable to produce such certificate by the Closing Date, will receive a copy of a registered letter sent from APS to the Conversion Number into Deferred Shares on transfer agent instructing the Conversion Date (taking effect immediately prior transfer agent to deliver such certificate in the relevant Sale so that the Conversion Number name of Subscriber Shares are converted into Deferred Shares immediately prior Shareholder directly to the Sale). This provision is without prejudice to clause 6.1(b)(iii)Shareholder or Shareholder's designee.

Share Conversion. 4.1 In the event that the Subscriber ceases to be an employee, the Company shall notify the Subscriber in writing, as soon as reasonably practicable before or after the Relevant Cessation Date, by a notice substantially in the form set out in schedule 1 (“Company Conversion Information Notice”) of: (a) the number of Subscriber Shares which will be the subject of the Conversion Notice, being the number of Subscriber Shares held by the Subscriber which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and (b) the date to be specified by the Subscriber in the Conversion Notice for the Subscriber Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date. 4.2 In the event a Company Conversion Information Notice is served pursuant to clause 4.1, the Subscriber shall, within 7 days of receipt of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of Subscriber Shares equal to the Conversion Number into Deferred Shares with effect from the Conversion Date. This provision is without prejudice to clause 6.1(b)(iii). 4.3 In the event that a Sale is to occur, the Company may notify the Subscriber in writing by service of a Company Conversion Information Notice of: (a) the number of Subscriber Shares which will be the subject of the Conversion Notice, being the number of Subscriber Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the date of the Sale or (in the case only of a Sale which does not consist of a sale of the entire issued share capital of the Company and only where the Investor Director gives his consent) such number of Subscriber Shares as is determined by the Board; and (b) the date to be specified by the Subscriber in the Conversion Notice for the Subscriber Shares (or a proportion thereof) to convert into Deferred Shares, such date to be the date of the Sale (with the Conversion Notice taking effect immediately prior to the relevant Sale). Table of Contents. 4.4 In the event a Company Conversion Information Notice is served pursuant to clause 4.3, the Subscriber shall, prior to the Conversion Date (but in any event within 7 days of receipt of the Company Conversion Information Notice), serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of Subscriber Shares equal to the Conversion Number into Deferred Shares on the Conversion Date (taking effect immediately prior to the relevant Sale so that the Conversion Number of Subscriber Shares are converted into Deferred Shares immediately prior to the Sale). This provision is without prejudice to clause 6.1(b)(iii).

Share Conversion. 4.1 Shareholder's right to exchange its PM Shares hereunder shall apply as to all, but not less than all, of the PM Shares. In the event that Shareholder has complied with all of the Subscriber ceases conditions allowing for an exchange pursuant to be an employeethis Agreement, the Company closing of any such exchange (the "Closing") shall notify occur at the Subscriber offices of APS in writingAustin, Texas, on such day and at such time as soon as reasonably practicable before the parties hereto may mutually agree upon, or in the failure to so agree, at 10:00 a.m. Austin, Texas time on the first business day that falls thirty (30) days after the Relevant Cessation later of (i) the Expiration Date, by a notice substantially or (ii) in the form set out in schedule 1 (“Company Conversion Information Notice”) of: (a) the number of Subscriber Shares which will be the subject of the Conversion Notice, being the number of Subscriber Shares held by the Subscriber which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and (b) the date to be specified by the Subscriber in the Conversion Notice for the Subscriber Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date. 4.2 In the event a Company Conversion Information Notice Lock-Up Period (as hereinafter defined) is served imposed pursuant to clause 4.1Section 4 hereof, the Subscriber shallday on which such Lock-Up Period ends. For purposes hereof, within 7 days any additional shares of receipt Syntera stock of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, any class which Shareholder obtains pursuant to Article 7.7stock dividends, stock splits, reverse stock splits or recapitalizations to convert which Syntera or the number of Subscriber PM Shares equal are subject after the date this Agreement was originally entered into as first written above shall also be considered to be included in the PM Shares; however, no adjustment or modification will be made to the Conversion Number into Deferred Shares with effect from Exchange Value as a result of any such transaction. At the Conversion Date. This provision is without prejudice Closing, Shareholder shall be entitled to clause 6.1(b)(iii). 4.3 In the event that a Sale is to occur, the Company may notify the Subscriber in writing by service receive such shares of a Company Conversion Information Notice of: (a) the number of Subscriber Shares which will be the subject of the Conversion Notice, being the number of Subscriber Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the date of the Sale or (in the case only of a Sale which does not consist of a sale of the entire issued share capital of the Company and only where the Investor Director gives his consent) such number of Subscriber Shares APS Common as is determined by the Board; and dividing Three Hundred Seventy Two Thousand Two Hundred Forty Dollars (b$372,240) the date to be specified by the Subscriber average of the "bid" and "ask" prices for APS Common as quoted by the National Association of Securities Dealers Automated Quotation System at the close of trading on each of the last five (5) business days immediately preceding the Closing Date. At the Closing, Shareholder shall tender its share certificate(s) for all of the PM Shares, duly endorsed in blank, to APS, and shall also provide APS with an executed blank stock power, in form and substance reasonably acceptable to APS, wherein Shareholder represents and warrants to APS (i) that Shareholder has all necessary legal capacity, power and authority to engage in the Conversion Notice for the Subscriber Shares transactions contemplated hereby, and (or a proportion thereofii) to convert into Deferred Shares, such date to be the date of the Sale (with the Conversion Notice taking effect immediately prior that Shareholder owns all interests in and to the relevant Sale)PM Shares and that the PM Shares are being transferred to APS free and clear of all liens, claims or encumbrances of any kind whatsoever. Table The shares of Contents 4.4 In APS Common that Shareholder receives in the event exchange are hereinafter referred to as the "New APS Shares." The parties acknowledge and agree that Shareholder shall receive a Company Conversion Information Notice is served pursuant to clause 4.3whole number of shares of APS Common only, and that any fractional share amounts resulting from the Subscriber shallforegoing conversion calculation shall be rounded up or down, prior as the case may be, to the Conversion Date (but in any event within 7 days of receipt of the Company Conversion Information Notice), serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the next whole number of Subscriber shares. APS shall be under no obligation to pay any cash or other amounts with respect to any fractional share amounts, or to issue any fractional share amounts to Shareholder. At the Closing, Shareholder shall either receive a share certificate for all its New APS Shares equal or, if APS' transfer agent is unable to produce such certificate by the Closing Date, will receive a copy of a registered letter sent from APS to the Conversion Number into Deferred Shares on transfer agent instructing the Conversion Date (taking effect immediately prior transfer agent to deliver such certificate in the relevant Sale so that the Conversion Number name of Subscriber Shares are converted into Deferred Shares immediately prior Shareholder directly to the Sale). This provision is without prejudice to clause 6.1(b)(iii)Shareholder or Shareholder's designee.