Common use of Share Conversion and Listing Clause in Contracts

Share Conversion and Listing. (a) The Parties acknowledge that Sections 20 and 21 of the Articles of Association include provisions on converting Company Class B Shares into Company Ordinary Shares and Company Ordinary Shares into Company Class B Shares, respectively. The Company shall take all actions reasonably necessary to consummate such conversions in accordance with Sections 20 and 21 of the Articles of Association and to promptly deliver the New Ordinary Shares to their holder in the Finnish book-entry system maintained by Euroclear Finland Ltd. The Company shall use its reasonable best efforts to list the New Ordinary Shares on the NASDAQ Helsinki to enable trading with such New Ordinary Shares by their holder on the NASDAQ Helsinki as promptly as practicable and in any event within two Business Days of the consummation of the relevant conversion of Company Class B Shares into Company Ordinary Shares in accordance with the Articles of Association, provided, however, that if a prospectus that must be approved by the Finnish Financial Supervisory Authority is required under Finnish Law in connection with the listing of the New Ordinary Shares, the Company shall always have a maximum of sixty (60) calendar days for the drafting and approval of such prospectus before listing the New Ordinary Shares on the NASDAQ Helsinki (counting from the date the Company receives notice of the relevant conversion event including sufficient information to verify the applicability of a prospectus requirement). (b) For so long as the Company has any outstanding Company Class B Shares, Theta shall notify the Company of any Company Ordinary Shares or Company ADSs acquired by the Shareholder Group (including pursuant to Section 4.1(a), Section 4.1(b) or Section 6.2(a)). Section 21 of the Articles of Association provides the Company with the right to convert such Company Ordinary Shares or Company ADSs into newly issued Company Class B Shares. Theta agrees to take all actions reasonably necessary to consummate such conversion. (c) The parties acknowledge that should an exemption be available from the requirement to publish a listing prospectus in connection with the listing of the New Ordinary Shares on the NASDAQ Helsinki, the Company shall use all reasonable efforts to seek to apply such exemption in connection with such conversion and listing. (d) If the Shareholder Group wishes to Transfer its Company Shares in the form of Company ADSs or (in the case of a conversion in accordance with Section 22(a)(vii) of the Articles of Association) hold Company ADSs, the Company shall cooperate with any reasonable request made of the Company by or on behalf of the depositary in connection with the issuance of the ADSs representing the New Ordinary Shares.