APPENDIX I: CONDITIONS AND FURTHER TERMS OF THE OFFER

A.               Conditions of the Offer

The Offer will be subject to the following Conditions (as amended, if appropriate):

1.                valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) (corresponding to 8.00 a.m. Toronto time) on the first closing date of the Offer (or such later time(s) and/or dates(s) as Myriad may, with the consent of the Panel or in accordance with the Code, decide) in respect of not less than 90 per cent. of Synchronica Shares to which the Offer relates and not less than 90 per cent. of the voting rights carried by those shares (or, in either case, such lower percentage as Myriad may decide) provided that this condition will not be satisfied unless Myriad and/or any other members of the Myriad Group have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Synchronica Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at general meetings of Synchronica. In this Condition:

1.1              shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on being entered into the register of members of Synchronica;

1.2              the expression "Synchronica Shares to which the Offer relates" shall be construed in accordance with sections 974 to 991 (inclusive) of the Companies Act 2006;

1.3              Synchronica Shares that cease to be held in treasury before the Offer becomes or is declared unconditional as to acceptances are Synchronica Shares to which the Offer relates; and

1.4              valid acceptances shall be treated as having been received in respect of any Synchronica Shares that the Myriad Group shall, pursuant to section 979(8) and, if applicable, section 979(9) Companies Act 2006, be treated as having acquired or unconditionally contracted to acquire by virtue of acceptances of the Offer;

2.               

2.1              the passing at a General Meeting of Myriad (or any adjournment thereof) of such resolutions as may be necessary to approve the creation of the New Myriad Shares; and

2.2              the New Myriad Shares having been approved for listing on the Main Standard of the SIX Swiss Exchange in accordance with applicable formalities of Swiss law and the SIX Swiss Exchange;

3.               

3.1              all authorisations in any jurisdiction which Myriad reasonably considers necessary or appropriate for, or in respect of, the Offer, its implementation or financing, or any acquisition or proposed acquisition of any shares or other securities in, or control or management of, Synchronica or any other member of the Wider Synchronica Group by any member of the Wider Myriad Group having been obtained in terms and in a form satisfactory to Myriad from any relevant person or from any person or body with whom any member of the Wider Synchronica Group has entered into contractual arrangements and all such authorisationsremaining in full force and effect and there being no intimation of any intention to revoke or not renew the same;

3.2              all authorisations which Myriad reasonably considers necessary in any relevant jurisdiction to carry on the business of any member of the Wider Synchronica Group remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke, suspend, modify or not to renew the same at the time at which the Offer otherwise becomes unconditional; and

3.3              all necessary statutory or regulatory obligations in any jurisdiction having been complied with, all filings or applications which Myriad reasonably considers necessary having been made and all appropriate waiting and other time periods under applicable laws or regulations of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all regulatory clearances in any relevant jurisdiction having been obtained, in each case in respect of the Offer or any matter arising from the proposed acquisition of Synchronica by any member of the Wider Myriad Group, and no temporary restraining order, preliminary or permanent injunction or other order having been threatened or issued and being in effect by a court or other relevant person of competent jurisdiction which has the effect of making the Offer illegal or otherwise prohibiting the consummation of the Offer or any matter arising from the proposed acquisition of Synchronica by any member of the Wider Myriad Group;

4.                no relevant person having taken, instituted, implemented or threatened or having decided or intimated a decision to take, institute or implement any legal proceedings, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, order or decision or taken any other measure or step and there not continuing to be outstanding any statute, regulation, order or decision that would or might be expected to:

4.1              make the Offer, its implementation or the acquisition or proposed acquisition of any shares in, or control or management of, the Wider Synchronica Group by any member of the Wider Myriad Group illegal, void or unenforceable; or

4.2              otherwise, directly or indirectly, prevent, prohibit or otherwise restrict, restrain, delay or interfere in the implementation of or impose additional conditions or obligations with respect to or otherwise challenge or require amendment of the Offer or the proposed acquisition of Synchronica by Myriad or any other member of the Myriad Group or any acquisition of shares in Synchronica by Myriad or any other member of the Myriad Group; or

4.3              require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture, by any member of the Wider MyriadGroup of any shares or other securities in the Wider Synchronica Group; or

4.4              impose any limitation on, or result in any delay in, the ability of any member of the Wider Myriad Group or any member of the Wider Synchronica Group, directly or indirectly, to acquire or hold or exercise effectively, directly or indirectly, any rights of ownership of shares or other securities or the equivalent in any member of the Wider Synchronica Group or to exercise voting or management control over any member of the Wider Synchronica Group; or

4.5              require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture, by Synchronica or any member of the Wider Myriad Group, or require, prevent or delay the divestiture, or alter the terms, of any proposed divestiture by any member of the Wider Synchronica Group, of all or any part of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their respective businesses or to own, control or manage their respective businesses, assets or properties or parts thereof; or

4.6              require any member of the Wider Myriad Group or of the Wider Synchronica Group to acquire or offer to acquire any shares or other securities (or the equivalent) in any member of the Wider Synchronica Group or any member of the Wider Myriad Group owned by any third party (in each case, other than in implementation of the Offer); or

4.7              impose any limitation on the ability of any member of the Wider Myriad Group or the Wider Synchronica Group to conduct, integrate or co