Common use of Share Conversion Clause in Contracts

Share Conversion. (a) Upon and subject to the provisions and conditions of this Section 6.1, the Lenders shall have the right, in its sole and unfettered discretion, at any time and from time to time prior to the Maturity Date, to convert all or any part of the outstanding Indebtedness hereunder on the applicable Conversion Date (the “Conversion Amount”) into that number of Common Shares (the “Conversion Shares”) that is equal to the Conversion Amount divided by the Conversion Price (each such conversion of Indebtedness into Conversion Shares, a “Share Conversion”). (b) The Lenders may exercise any Share Conversion by written notice (a “Conversion Notice”) delivered to the Borrower in accordance with the terms hereof not less than two business days’ prior to the applicable Conversion Date requested in such notice and specifying the amount of Indebtedness that the Lenders intend to convert into Common Shares on such Conversion Date and the registration and delivery details in respect of such Conversion Shares; provided that the Lenders shall not be permitted to deliver a Conversion Notice in respect of any amount of the Indebtedness for which the Borrower has delivered a notice in accordance with Section 2.6. On the applicable Conversion Date, the Lenders shall be recorded in the books of the Borrower as the holder of the applicable Conversion Shares to which the Lenders are entitled pursuant to such Lender Share Conversion, and the outstanding Indebtedness shall be permanently reduced by the applicable Conversion Amount. (c) In the event the Company elects to consummate an initial public offering of its Common Shares (the “Initial Public Offering”) or Change of Control prior to the Maturity Date, then notwithstanding any provision herein or in the Loan Documents to the contrary, the Company shall provide to the Lenders at least thirty (30) days’ prior written notice, specifying appropriate details of the Initial Public Offering or Change of Control, including the anticipated closing date and any other information as reasonably requested by the Lenders. Upon receipt of the notice of an Initial Public Offering or Change of Control, the Lenders may, in their sole discretion, by written notice to the Company, (i) demand the full repayment of all or any portion of the Indebtedness hereunder, including repayment of the Principal Amount and all accrued and unpaid interest thereon, to be paid prior to or contemporaneously with the closing of any such Initial Public Offering or Change of CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [**+], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Control in cash by wire transfer in accordance with the wire transfer instructions provided in writing by the Lenders to the Borrower; (ii) elect to convert all or any portion of the Indebtedness hereunder, including repayment of the Principal Amount and all accrued and unpaid interest thereon, into Common Shares prior to the consummation of the Initial Public Offering or Change of Control in accordance with Section 6.1(a) and (b); or (iii) elect to proceed with a combination of (i) and (ii).

Share Conversion. (a) Upon and subject Shareholder's right to the provisions and conditions of this Section 6.1exchange its PM Shares hereunder shall apply as to all, the Lenders shall have the right, in its sole and unfettered discretion, at any time and from time to time prior to the Maturity Date, to convert all or any part of the outstanding Indebtedness hereunder on the applicable Conversion Date (the “Conversion Amount”) into that number of Common Shares (the “Conversion Shares”) that is equal to the Conversion Amount divided by the Conversion Price (each such conversion of Indebtedness into Conversion Shares, a “Share Conversion”). (b) The Lenders may exercise any Share Conversion by written notice (a “Conversion Notice”) delivered to the Borrower in accordance with the terms hereof but not less than two business days’ prior to the applicable Conversion Date requested in such notice and specifying the amount of Indebtedness that the Lenders intend to convert into Common Shares on such Conversion Date and the registration and delivery details in respect of such Conversion Shares; provided that the Lenders shall not be permitted to deliver a Conversion Notice in respect of any amount all, of the Indebtedness for which the Borrower has delivered a notice in accordance with Section 2.6PM Shares. On the applicable Conversion Date, the Lenders shall be recorded in the books of the Borrower as the holder of the applicable Conversion Shares to which the Lenders are entitled pursuant to such Lender Share Conversion, and the outstanding Indebtedness shall be permanently reduced by the applicable Conversion Amount. (c) In the event the Company elects to consummate an initial public offering of its Common Shares (the “Initial Public Offering”) or Change of Control prior to the Maturity Date, then notwithstanding any provision herein or in the Loan Documents to the contrary, the Company shall provide to the Lenders at least thirty (30) days’ prior written notice, specifying appropriate details Shareholder has complied with all of the Initial Public Offering or Change of Controlconditions allowing for an exchange pursuant to this Agreement, including the anticipated closing date and any other information as reasonably requested by the Lenders. Upon receipt of the notice of an Initial Public Offering or Change of Control, the Lenders may, in their sole discretion, by written notice to the Company, (i) demand the full repayment of all or any portion of the Indebtedness hereunder, including repayment of the Principal Amount and all accrued and unpaid interest thereon, to be paid prior to or contemporaneously with the closing of any such Initial Public Offering exchange (the "Closing") shall occur at the offices of APS in Austin, Texas, on such day and at such time as the parties hereto may mutually agree upon, or Change of CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTin the failure to so agree, MARKED BY [**+]at 10:00 a.m. Austin, HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Control in cash by wire transfer in accordance with Texas time on the wire transfer instructions provided in writing by first business day that falls thirty (30) days after the Lenders to the Borrower; (ii) elect to convert all or any portion of the Indebtedness hereunder, including repayment of the Principal Amount and all accrued and unpaid interest thereon, into Common Shares prior to the consummation of the Initial Public Offering or Change of Control in accordance with Section 6.1(a) and (b); or (iii) elect to proceed with a combination later of (i) the Expiration Date, or (ii) in the event a Lock-Up Period (as hereinafter defined) is imposed pursuant to Section 4 hereof, the day on which such Lock-Up Period ends. For purposes hereof, any additional shares of Syntera stock of any class which Shareholder obtains pursuant to stock dividends, stock splits, reverse stock splits or recapitalizations to which Syntera or the PM Shares 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 Exchange Value as a result of any such transaction. At the Closing, Shareholder shall be entitled to receive such shares of APS Common as is determined by dividing Three Hundred Seventy Two Thousand Two Hundred Forty Dollars ($372,240) by the 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 transactions contemplated hereby, and (ii)) that Shareholder owns all interests in and to the 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. The shares of APS Common that Shareholder receives in the exchange are hereinafter referred to as the "New APS Shares." The parties acknowledge and agree that Shareholder shall receive a whole number of shares of APS Common only, and that any fractional share amounts resulting from the foregoing conversion calculation shall be rounded up or down, as the case may be, to the next whole number of 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 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 transfer agent instructing the transfer agent to deliver such certificate in the name of Shareholder directly to Shareholder or Shareholder's designee.

Share Conversion. (a) Upon and subject Shareholder's right to the provisions and conditions of this Section 6.1exchange its PM Shares hereunder shall apply as to all, the Lenders shall have the right, in its sole and unfettered discretion, at any time and from time to time prior to the Maturity Date, to convert all or any part of the outstanding Indebtedness hereunder on the applicable Conversion Date (the “Conversion Amount”) into that number of Common Shares (the “Conversion Shares”) that is equal to the Conversion Amount divided by the Conversion Price (each such conversion of Indebtedness into Conversion Shares, a “Share Conversion”). (b) The Lenders may exercise any Share Conversion by written notice (a “Conversion Notice”) delivered to the Borrower in accordance with the terms hereof but not less than two business days’ prior to the applicable Conversion Date requested in such notice and specifying the amount of Indebtedness that the Lenders intend to convert into Common Shares on such Conversion Date and the registration and delivery details in respect of such Conversion Shares; provided that the Lenders shall not be permitted to deliver a Conversion Notice in respect of any amount all, of the Indebtedness for which the Borrower has delivered a notice in accordance with Section 2.6PM Shares. On the applicable Conversion Date, the Lenders shall be recorded in the books of the Borrower as the holder of the applicable Conversion Shares to which the Lenders are entitled pursuant to such Lender Share Conversion, and the outstanding Indebtedness shall be permanently reduced by the applicable Conversion Amount. (c) In the event the Company elects to consummate an initial public offering of its Common Shares (the “Initial Public Offering”) or Change of Control prior to the Maturity Date, then notwithstanding any provision herein or in the Loan Documents to the contrary, the Company shall provide to the Lenders at least thirty (30) days’ prior written notice, specifying appropriate details Shareholder has complied with all of the Initial Public Offering or Change of Controlconditions allowing for an exchange pursuant to this Agreement, including the anticipated closing date and any other information as reasonably requested by the Lenders. Upon receipt of the notice of an Initial Public Offering or Change of Control, the Lenders may, in their sole discretion, by written notice to the Company, (i) demand the full repayment of all or any portion of the Indebtedness hereunder, including repayment of the Principal Amount and all accrued and unpaid interest thereon, to be paid prior to or contemporaneously with the closing of any such Initial Public Offering exchange (the "Closing") shall occur at the offices of APS in Austin, Texas, on such day and at such time as the parties hereto may mutually agree upon, or Change of CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTin the failure to so agree, MARKED BY [**+]at 10:00 a.m. Austin, HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Control in cash by wire transfer in accordance with Texas time on the wire transfer instructions provided in writing by first business day that falls thirty (30) days after the Lenders to the Borrower; (ii) elect to convert all or any portion of the Indebtedness hereunder, including repayment of the Principal Amount and all accrued and unpaid interest thereon, into Common Shares prior to the consummation of the Initial Public Offering or Change of Control in accordance with Section 6.1(a) and (b); or (iii) elect to proceed with a combination later of (i) the Expiration Date, or (ii) in the event a Lock-Up Period (as hereinafter defined) is imposed pursuant to Section 4 hereof, the day on which such Lock-Up Period ends. For purposes hereof, any additional shares of Syntera stock of any class which Shareholder obtains pursuant to stock dividends, stock splits, reverse stock splits or recapitalizations to which Syntera or the PM Shares 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 Exchange Value as a result of any such transaction. At the Closing, Shareholder shall be entitled to receive such shares of APS Common as is determined by dividing the Exchange Value by the 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 transactions contemplated hereby, and (ii)) that Shareholder owns all interests in and to the 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. The shares of APS Common that Shareholder receives in the exchange are hereinafter referred to as the "New APS Shares." The parties acknowledge and agree that Shareholder shall receive a whole number of shares of APS Common only, and that any fractional share amounts resulting from the foregoing conversion calculation shall be rounded up or down, as the case may be, to the next whole number of 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 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 transfer agent instructing the transfer agent to deliver such certificate in the name of Shareholder directly to Shareholder or Shareholder's designee.

Share Conversion. (a) Upon and subject Shareholder's right to the provisions and conditions of this Section 6.1exchange his PM Shares hereunder shall apply as to all, the Lenders shall have the right, in its sole and unfettered discretion, at any time and from time to time prior to the Maturity Date, to convert all or any part of the outstanding Indebtedness hereunder on the applicable Conversion Date (the “Conversion Amount”) into that number of Common Shares (the “Conversion Shares”) that is equal to the Conversion Amount divided by the Conversion Price (each such conversion of Indebtedness into Conversion Shares, a “Share Conversion”). (b) The Lenders may exercise any Share Conversion by written notice (a “Conversion Notice”) delivered to the Borrower in accordance with the terms hereof but not less than two business days’ prior to the applicable Conversion Date requested in such notice and specifying the amount of Indebtedness that the Lenders intend to convert into Common Shares on such Conversion Date and the registration and delivery details in respect of such Conversion Shares; provided that the Lenders shall not be permitted to deliver a Conversion Notice in respect of any amount all, of the Indebtedness for which the Borrower has delivered a notice in accordance with Section 2.6PM Shares. On the applicable Conversion Date, the Lenders shall be recorded in the books of the Borrower as the holder of the applicable Conversion Shares to which the Lenders are entitled pursuant to such Lender Share Conversion, and the outstanding Indebtedness shall be permanently reduced by the applicable Conversion Amount. (c) In the event the Company elects to consummate an initial public offering of its Common Shares (the “Initial Public Offering”) or Change of Control prior to the Maturity Date, then notwithstanding any provision herein or in the Loan Documents to the contrary, the Company shall provide to the Lenders at least thirty (30) days’ prior written notice, specifying appropriate details Shareholder has complied with all of the Initial Public Offering or Change of Controlconditions allowing for an exchange pursuant to this Agreement, including the anticipated closing date and any other information as reasonably requested by the Lenders. Upon receipt of the notice of an Initial Public Offering or Change of Control, the Lenders may, in their sole discretion, by written notice to the Company, (i) demand the full repayment of all or any portion of the Indebtedness hereunder, including repayment of the Principal Amount and all accrued and unpaid interest thereon, to be paid prior to or contemporaneously with the closing of any such Initial Public Offering exchange (the "Closing") shall occur at the offices of APS in Austin, Texas, on such day and at such time as the parties hereto may mutually agree upon, or Change of CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTin the failure to so agree, MARKED BY [**+]at 10:00 a.m. Austin, HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Control in cash by wire transfer in accordance with Texas time on the wire transfer instructions provided in writing by first business day that falls thirty (30) days after the Lenders to the Borrower; (ii) elect to convert all or any portion of the Indebtedness hereunder, including repayment of the Principal Amount and all accrued and unpaid interest thereon, into Common Shares prior to the consummation of the Initial Public Offering or Change of Control in accordance with Section 6.1(a) and (b); or (iii) elect to proceed with a combination later of (i) the Expiration Date, or (ii) in the event a Lock-Up Period (as hereinafter defined) is imposed pursuant to Section 4 hereof, the day on which such Lock-Up Period ends.. For purposes hereof, any additional shares of Syntera stock of any class which Shareholder obtains pursuant to stock dividends, stock splits, reverse stock splits or recapitalizations to which Syntera or the PM Shares 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 Exchange Value as a result of any such transaction. At the Closing, Shareholder shall be entitled to receive such shares of APS Common as is determined by dividing the Exchange Value by the 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 his 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 transactions contemplated hereby, and (ii)) that Shareholder owns all interests in and to the 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. The shares of APS Common that Shareholder receives in the exchange are hereinafter referred to as the "New APS Shares." The parties acknowledge and agree that Shareholder shall receive a whole number of shares of APS Common only, and that any fractional share amounts resulting from the foregoing conversion calculation shall be rounded up or down, as the case may be, to the next whole number of 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 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 transfer agent instructing the transfer agent to deliver such certificate in the name of Shareholder directly to Shareholder or Shareholder's designee.