Common use of Conversion Right Clause in Contracts

Conversion Right. (a) In lieu of the payment of the Exercise Price, the Warrantholder shall have the right (but not the obligation) to require the Company to convert this Warrant, in whole or in part, into shares of Common Stock (the "Conversion Right") as provided for in this Section 1.2. Upon exercise of the Conversion Right, the Company shall deliver to the Warrantholder (without payment by the Warrantholder of any of the Exercise Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of Common Stock so delivered) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value for the shares of Common Stock issuable upon exercise of the Warrant immediately prior to the exercise of the Conversion Right) by (y) the Fair Market Value of one share of Common Stock immediately prior to the exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Warrantholder on any Business Day prior to the Expiration Date by delivering the Warrant Certificate, with a duly executed Exercise Form with the conversion section completed to the Company, exercising the Conversion Right and specifying the total number of shares of Common Stock the Warrantholder will be issued pursuant to such conversion. (c) Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (i) If the Common Stock is listed on a national securities exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the principal national securities exchange on which the Common Stock is listed or admitted for trading on the last ten Business Days prior to the Determination Date, or if not listed or traded on any such exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the National Market (the "National Market") of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") on the last ten business days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; or (ii) If the Common Stock is not so listed or admitted to unlisted trading privileges or if no such sale is made on at least nine of such days, then the Fair Market Value shall be the higher of (x) the Book Value per share, and (y) the fair value as reasonably determined in good faith by the Company's Board of Directors or a duly appointed committee of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together with the Common Stock certificates).

Conversion Right. (a) In lieu Upon three (3) Business Days' prior notice to the Borrower, the Lender may elect, in its sole discretion at any time prior to the Maturity Date, to convert all or a portion of the payment principal amount of the Exercise Priceoutstanding Loans in integral multiples of $5,000,000 and at the Lender's option, all accrued but unpaid interest on such principal amount being converted (such principal and interest, the Warrantholder shall have "Converted Loan Amount") into either (i) Ocean Rig Shares that are beneficially owned by the right Borrower or (but not the obligationii) to require the Company to convert this Warrant, in whole or in part, into shares of Common Stock the Borrower's common stock (collectively, the "Conversion RightCommon Stock") as provided for in this Section 1.2). Upon exercise of the Conversion Right, the Company shall deliver to the Warrantholder (without payment by the Warrantholder of any of the Exercise Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of Common Stock so delivered) that The number of shares of Conversion Common Stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (xi) the value Converted Loan Amount by (ii) the Conversion Price (as hereinafter defined) per share of the Warrant at Conversion Common Stock, rounded to the time nearest whole share. For purposes of this Section 8.01, the "Conversion Right is exercised Price" of one share of Conversion Common Stock shall be equal to the average of the VWAP of the Ocean Rig Common Stock or the Borrower's common stock, as applicable, for the five (determined by subtracting the aggregate Exercise Price in effect 5) consecutive Trading Days immediately prior to the exercise date of notice of any such conversion (or, if no sales take place on any such Trading Day, the average of the Conversion Right from the aggregate Fair Market Value for the shares closing bid and asked prices on such Trading Day), plus a premium of Common Stock issuable upon exercise 10% of the Warrant immediately prior to the exercise of the Conversion Right) by (y) the Fair Market Value of one share of Common Stock immediately prior to the exercise of the Conversion Rightsuch 5-day average VWAP. (b) The Conversion Right may be exercised Upon such conversion, the Lender hereby agrees to execute and deliver to the Borrower or Ocean Rig, as applicable, all transaction documents related to the issuance by the Warrantholder on any Business Day prior to the Expiration Date by delivering the Warrant CertificateBorrower or Ocean Rig, with a duly executed Exercise Form with the conversion section completed to the Companyas applicable, exercising of the Conversion Right Common Stock, including customary agreements including transfer restrictions and specifying the total number of shares of Common Stock the Warrantholder will be issued pursuant to such conversionother ancillary instruments reasonably required. (c) Fair Market Value No fractional shares of a share of the Conversion Common Stock as of a particular date (the "Determination Date") shall mean: (i) If the Common Stock is listed on a national securities exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" Borrower or Ocean Rig will be issued upon conversion of any Loans. In lieu of any fractional share to which the Lender would otherwise be entitled, the Borrower will pay to the Lender in cash the amount of the Common Stock on unconverted principal and interest balance of the outstanding Loans that would otherwise be converted into such fractional share. Upon conversion of all of the outstanding Loans pursuant to this Section 8.01, the Lender shall surrender the Note, duly endorsed, at the principal national securities exchange on offices of the Borrower or any transfer agent of the Borrower. At its expense, the Borrower will, as soon as practicable thereafter, issue and deliver to the Lender, at such principal office, a certificate or certificates for the number of shares to which the Common Stock Lender is listed or admitted for trading on entitled upon such conversion, together with any other securities and property to which the last ten Business Days prior Lender is entitled upon such conversion under the terms of this Agreement, including a check payable to the Determination DateLender for any cash amounts payable as described herein. Upon conversion of any Loans, or if not listed or traded on any such exchange, then the Fair Market Value shall Borrower will be forever released from all of its obligations and liabilities under this Agreement and the average Note with regard to that portion of the last ten "daily sales prices" principal amount and accrued interest being converted including without limitation the obligation to pay such portion of the Common Stock on the National Market (the "National Market") of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") on the last ten business days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; or (ii) If the Common Stock is not so listed or admitted to unlisted trading privileges or if no such sale is made on at least nine of such days, then the Fair Market Value shall be the higher of (x) the Book Value per share, principal amount and (y) the fair value as reasonably determined in good faith by the Company's Board of Directors or a duly appointed committee of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together with the Common Stock certificates)accrued interest.

Conversion Right. (a) In lieu of If (i) a Conversion Event has occurred and as long as it is continuing; or (ii) the payment of Majority Lenders have so requested and the Exercise PriceBorrower has so agreed, and subject to and as provided in this Agreement, the Warrantholder Borrower shall have the right be entitled to convert each Loan and any outstanding Arrears of Interest, together with any accrued and unpaid interest to (but not excluding) the obligationrelevant Conversion Date (together, the Convertible Amount) relating to require such Loan into new and/or existing Ordinary Shares, as determined by the Company to convert this WarrantBorrower, in whole or in part, into shares of Common Stock credited as fully paid (the "a Conversion Right") ). If the Lenders do not agree with the Convertible Amount as provided for in this Section 1.2. Upon exercise of determined by the Conversion RightBorrower, the Company shall deliver to the Warrantholder (without payment by the Warrantholder of any of the Exercise Price; provided, however, that the Warrantholder Selected Independent Valuation Service Provider shall be required requested to pay determine the par value for Convertible Amount and any shares of Common Stock so delivered) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value for the shares of Common Stock issuable upon exercise of the Warrant immediately prior to the exercise of the Conversion Right) by (y) the Fair Market Value of one share of Common Stock immediately prior to the exercise of the Conversion Rightsuch determination shall be binding on all Parties. (b) The number of Ordinary Shares to be issued on exercise of a Conversion Right may in respect of a Loan shall be exercised determined by dividing the Convertible Amount outstanding on the Conversion Date by the Warrantholder on any Business Day prior to the Expiration Date by delivering the Warrant Certificatemarket value per Ordinary Share (such value per Ordinary Share, as calculated in accordance with a duly executed Exercise Form with the conversion section completed to the CompanyClause 12.2, exercising the Conversion Right and specifying Price) in effect on the total number of shares of Common Stock the Warrantholder will be issued pursuant to such conversionrelevant Conversion Date. (c) Fair Market Value Conversion Rights may only be exercised in respect of the Convertible Amount in relation to such Loan (if any). (d) The resultant Conversion Price, if not an integral multiple of €1.00 (one Euro), shall be rounded down to the nearest whole multiple of €1.00 (one Euro). The part of the Conversion Price that will not be converted because of the aforementioned rounding off, will be paid in cash by the Borrower to the relevant Lenders before issuing the Conversion Shares. (e) Fractions of Conversion Shares will not be issued to the Lenders upon the exercise of a share Conversion Right and no cash payment will be made in lieu thereof. (f) Any interest amounts unpaid and accrued during the period from (and including) the dividend payment date immediately preceding the relevant Conversion Date to (but excluding) the relevant Conversion Date, forming part of Common Stock the Convertible Amount relating to a Loan, shall be deducted by the Borrower from any dividend amount payable in respect of the Ordinary Shares received by a Lender following exercise by the Borrower of its Conversion Right on the dividend payment date immediately succeeding the relevant Conversion Date. (g) The Borrower undertakes that prior to the exercise by it of its Conversion Right, it shall use its best efforts to investigate whether in its sole determination it is commercially feasible to issue Hybrid Loans or Hybrid Securities to parties other than the Lenders instead of exercising its Conversion Right and the Borrower will discuss this investigation with the Lender Committee. In making such determination the Borrower shall amongst other things take into account its funding plan, its financial policy framework and any guidance received from the Rating Agencies in respect of the impact of any decision not to exercise its Conversion Right on the Borrower’s credit ratings and the FFO/Net Debt Ratio. (h) Upon the first exercise by the Borrower of its Conversion Right, each Loan, together with any accrued and unpaid interest to (but excluding) the relevant Conversion Date and any outstanding Arrears of Interest, shall be converted into Ordinary Shares in accordance with this Clause 13.1 for an amount at least equal to EUR 200,000,000 in aggregate principal amount of the Loans or, in the case or the occurrence of an event mentioned under (c) of the definition of Conversion Event, any amount in excess of EUR 200,000,000 in aggregate principal amount of the Loans that as determined by the Selected Independent Valuation Service Provider is required to accomplish that an event mentioned under (c) of the definition of Conversion Event no longer occurs. The Borrower shall provide the substantiated analysis of such determination by the Selected Independent Valuation Service Provider to the Lenders prior to the exercise of its Conversion Right. Any such exercise by the Borrower of its Conversion Right shall be for a particular date (the "Determination Date") shall mean:pro rata part of each Loan. (i) If Upon the Common Stock is listed on a national securities exchange, then exercise by the Fair Market Value shall be Borrower of its Conversion Right in the average case or the occurrence of the last ten "daily sales prices" of the Common Stock on the principal national securities exchange on which the Common Stock is listed or admitted for trading on the last ten Business Days prior to the Determination Date, or if not listed or traded on any such exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the National Market an event mentioned under (the "National Market"c) of the National Association definition of Securities Dealers Automated Quotations System ("Nasdaq") on Conversion Event, the last ten business days prior to Selected Independent Valuation Service Provider shall validate the Determination Date. The "daily sales price" shall be the closing price expectation of the Common Stock Borrower that within 18 months after the date by reference to which it is determined that it has fallen below 16% (i) the FFO/Net Debt Ratio will not increase to at the end of each day; or least 16% or (ii) the FFO/Net Debt Ratio will fall below 15% and shall include such validation in the valuation report referred to in Clauses 12.2 and 12.3. If the Common Stock is not so listed or admitted to unlisted trading privileges or if no such sale is validation can be made on at least nine by the Selected Independent Valuation Service Provider a Conversion Event mentioned under (c) of the definition of Conversion Event shall be deemed not to have occurred. (j) If as a result of the exercise by the Borrower of its Conversion Right a Change of Control would occur, the Convertible Amount of the Loan of the Lender that would as a result of such daysexercise by the Borrower of its Conversion Right directly or indirectly or acquire(s) or come(s) to own (A) more than 50 per cent. of the issued Ordinary Shares of the Borrower or (B) such number of the shares in the capital of the Borrower carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of shareholders of the Borrower, then will be determined by the Fair Market Value Borrower in such a manner that a Change of Control shall not occur and any remaining amount of the Loan of that Lender not converted into Ordinary Shares shall be the higher of (x) the Book Value per share, and (y) the fair value as reasonably determined in good faith repaid by the Company's Board of Directors or a duly appointed committee of Borrower to that Lender on the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together with the Common Stock certificates)relevant Conversion Date.

Conversion Right. (a) In lieu of the payment of the Exercise Price, the Warrantholder shall have the right (but not the obligation) ), to require the Company to convert this Warrant, in whole or in part, into shares of Common Stock (the "Conversion Right") as provided for in this Section 1.21.3. Upon exercise of the Conversion Right, the Company shall deliver to the Warrantholder (without payment by the Warrantholder of any of the Exercise Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of Common Stock so delivered) in accordance with Section 1.2 that number of shares of Common Stock equal to the quotient obtained by dividing (xi) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Current Market Value Price (as defined herein) for the shares of Common Stock issuable upon exercise of the Warrant immediately prior to the exercise of the Conversion Right) by (yii) the Fair Current Market Value Price of one share of Common Stock immediately prior to the exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Warrantholder on any Business Day prior to the Expiration Date by delivering the Warrant Certificate, with a duly executed Exercise Form with the conversion section completed completed, to the Company, exercising the Conversion Right and specifying the total number of shares of Common Stock that the Warrantholder will be issued pursuant to such conversion. (c) Fair Current Market Value Price of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (i) If the Common Stock is listed or admitted for trading on a national securities exchangeexchange (including the Nasdaq National Market), then the Fair Current Market Value Price shall be the average of the last ten 30 "daily sales prices" of the Common Stock on the principal national securities exchange on which the Common Stock is listed or admitted for trading on the last ten 30 Business Days prior to the Determination Date, or if not listed or traded on any such exchange, then the Fair Current Market Value Price shall be the average of the last ten 30 "daily sales prices" of the Common Stock on the National Market (the "National Market") of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") over-the-counter market on the last ten business days 30 Business Days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; or (ii) If the Common Stock is not so listed or admitted to unlisted trading privileges or if no such sale is made on at least nine 25 of such days, then the Fair Current Market Value Price shall be the higher of (x) the Book Value per share, and (y) the fair value as reasonably determined in good faith by the Company's Board of Directors or a duly appointed committee of the Board of Directors (which determination shall be reasonably described in the written notice delivered to the Warrantholder together with the Common Stock certificates).

Conversion Right. (a) In lieu of the payment of the Exercise Stock Purchase Price, the Warrantholder Holder shall have the right (but not the obligation) ), to require the Company to convert this Warrant, in whole or in part, into shares of Common Stock (the "“Conversion Right"”) as provided for in this Section 1.22. Upon exercise of the Conversion Right, the Company shall deliver to the Warrantholder Holder (without payment by the Warrantholder Holder of any of the Exercise Stock Purchase Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of Common Stock so delivered) that number of shares of Common Stock (the “Conversion Shares”) equal to the quotient obtained by dividing (x) the value of this Warrant (or portion thereof as to which the Warrant Conversion Right is being exercised if the Conversion Right is being exercised in part) at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Stock Purchase Price of the shares of Common Stock as to which the Conversion Right is being exercised in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Current Market Value for Price (as defined in Section 6(b) hereof) of the shares of Common Stock issuable upon exercise of as to which the Warrant Conversion Right is being exercised immediately prior to the exercise of the Conversion Right) by (y) the Fair Current Market Value Price of one share of Common Stock immediately prior to the exercise of the Conversion Right. (b) The Conversion Right Rights provided under this Section 2 may be exercised by in whole or in part and at any time and from time to time while any part of the Warrantholder on any Business Day prior Warrants remain outstanding. In order to exercise the Expiration Date by delivering Conversion Right, the Warrant Certificate, with a duly executed Exercise Form with the conversion section completed Holder shall surrender to the Company, exercising at its offices, this Warrant with the Notice of Conversion Right at the end hereof duly executed. The presentation and specifying surrender shall be deemed a waiver by the total number Company of the Holder’s obligation to pay all or any portion of the aggregate purchase price payable for the shares of Common Stock the Warrantholder will be issued pursuant as to which such Conversion Right is being exercised. This Warrant (or so much thereof as shall have been surrendered for conversion. (c) Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (i) If the Common Stock is listed on a national securities exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the principal national securities exchange on which the Common Stock is listed or admitted for trading on the last ten Business Days deemed to have been converted immediately prior to the Determination Date, or if not listed or traded on any such exchange, then the Fair Market Value shall be the average close of the last ten "daily sales prices" of the Common Stock business on the National Market (the "National Market") day of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") on the last ten business days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; or (ii) If the Common Stock is not so listed or admitted to unlisted trading privileges or if no such sale is made on at least nine surrender of such days, then the Fair Market Value shall be the higher of (x) the Book Value per share, and (y) the fair value as reasonably determined Warrant for conversion in good faith by the Company's Board of Directors or a duly appointed committee of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together accordance with the Common Stock certificates)foregoing provisions.

Conversion Right. (a) In lieu of the payment of the Exercise PriceThe Holder may, the Warrantholder shall have the right (but not the obligation) at its option, elect to require the Company to convert exercise this Warrant, in whole or in partpart and at any time or from time to time, into shares on a cashless basis, by surrendering this Warrant, and delivering a duly executed Notice of Common Stock Exercise in substantially the form attached as Appendix I, to the principal office of the Company (such date, the "Conversion Right") as provided for in “Cashless Exercise Date”). In the event of an exercise pursuant to this Section 1.2. Upon exercise of the Conversion Right, the Company shall deliver number of Shares issued to the Warrantholder (without payment by the Warrantholder of any of the Exercise Price; provided, however, that the Warrantholder Holder shall be required determined according to pay the par value for any shares of Common Stock so delivered) that following formula: Where: X = the number of shares of Common Stock equal Shares that shall be issued to the quotient obtained by dividing Holder; Y = the number of Shares for which this Warrant is being exercised (x) which shall include both the value number of Shares issued to the Holder and the number of Shares subject to the portion of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price being cancelled in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value for the shares of Common Stock issuable upon exercise payment of the Warrant immediately prior to the exercise of the Conversion Right) by (y) Price); A = the Fair Market Value (as defined below) of one share of Common Stock immediately prior to the exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Warrantholder on any Business Day prior to the Expiration Date by delivering Stock; and B = the Warrant Certificate, with a duly executed Exercise Form with the conversion section completed to the Company, exercising the Conversion Right and specifying the total number of shares of Common Stock the Warrantholder will be issued pursuant to such conversion. (c) Price then in effect. The Fair Market Value of a per share of Common Stock shall be determined as of a particular date (the "Determination Date") shall meanfollows: (i1) If the Common Stock is listed on a national securities exchange, then the Fair Market Value shall be deemed to be the average closing price per share of the last ten "daily sales prices" of the Common Stock on the principal national securities exchange Nasdaq Global Select Market or another nationally recognized trading system as of the Business Day immediately preceding the Cashless Exercise Date. For the purpose of this Warrant, “Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day on which the Common Stock is listed banking institutions located in New York are permitted or admitted for trading on the last ten Business Days prior required by applicable law or regulation to the Determination Date, or if not listed or traded on any such exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the National Market (the "National Market") of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") on the last ten business days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; orremain closed. (ii2) If the Common Stock is not so listed or admitted to unlisted trading privileges or if no such sale is made on at least nine of such daysa national securities exchange, then the Fair Market Value shall be deemed to be the higher amount most recently determined by the Board of Directors of the Company (xthe “Board”) to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under any plan, agreement or arrangement with employees of the Company); and, upon request of the Holder, the Board (or a representative thereof) shall, as promptly as reasonably practicable but in any event not later than 10 days after such request, notify the Holder of the Fair Market Value per share of Common Stock and furnish the Holder with reasonable documentation of the Board’s determination of such Fair Market Value. Notwithstanding the foregoing, if the Board has not made such a determination within the three-month period prior to the Cashless Exercise Date, then (A) the Book Board shall make, and shall provide or cause to be provided to the Registered Holder notice of, a determination of the Fair Market Value per shareshare of the Common Stock within 15 days of a request by the Holder that it do so, and (yB) the fair value as reasonably determined in good faith by the Company's Board exercise of Directors or a duly appointed committee of the Board (which determination this Warrant pursuant to this subsection 1.2 shall be reasonably described in the written delayed until such determination is made and notice delivered thereof is provided to the Warrantholder together with the Common Stock certificates)Holder.

Conversion Right. (ai) In lieu of the payment of the Exercise PriceSubject to not requiring stockholder approval under applicable stock exchange rules, the Warrantholder Lenders shall have the right (right, in their discretion, but not the obligation) , at any time and from time to require time, while the Company Loan is outstanding, to convert this Warrant, in whole or in part, into shares an amount of Common Stock up to Three Million Dollars ($3,000,000) of the principal amount of the outstanding Growth Capital Loans (the "“Conversion Right"Option”) as provided for in this Section 1.2. Upon exercise of into Borrower’s common stock (the Conversion Right, the Company shall deliver “Common Stock”) at a price per share equal to the Warrantholder one hundred thirty percent (without payment by the Warrantholder of any 130.00%) of the Exercise Price set forth (and as defined) in the Warrant (the “Conversion Price; provided;” the exercise of such Conversion Option, howevera “Conversion”). The Conversion Option will be exercised by such Lender delivering a written, signed conversion notice to the Borrower in accordance with this Section 3(d) which will include (i) the date of which the conversion notice is given, (ii) a statement to the effect that the Warrantholder shall be required to pay Lender is exercising the par value for any shares Conversion Option, (iii) the amount in respect of Common Stock so delivered) that which the Conversion Option is being exercised and the number of shares of Common Stock equal to issued and (iv) a date on which the quotient obtained by dividing (x) the value allotment and issuance of the Warrant shares is to take place (which shall be at least two (2) Business Days following the time the Conversion Right date on which such notice is exercised given). Within sixty (determined by subtracting the aggregate Exercise Price in effect immediately prior to the exercise of the Conversion Right 60) days from the aggregate Fair Market Value Closing Date, Borrower will prepare and file with the SEC a registration statement on Form S-3 or, if Borrower is not then eligible to register for resale securities on Form S-3, on another appropriate form of registration statement, covering the resale of all of the shares of Common Stock issuable upon a Conversion and exercise of the Warrant immediately prior Warrants for an offering to be made on a continuous basis pursuant to Rule 415(a)(1)(i) (the “Resale Registration Statement”). Borrower will use commercially reasonable efforts to cause the Resale Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as possible after the filing thereof, and will use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act, and prepare and file prospectus supplements that includes any information previously omitted from the prospectus filed as part of the initial Resale Registration Statement and pre- and post-effective amendments as necessary, until the date that all of the shares of Common Stock issuable upon a Conversion and the exercise of the Conversion Right) Warrants have been sold thereunder or pursuant to SEC Rule 144. Each of the Lenders agrees to furnish to Borrower and provide to Borrower such information requested by (y) Borrower in connection with the Fair Market Value preparation of one share the Resale Registration Statement and understands that such information will be relied upon by Borrower in connection with the preparation or amendment of the Resale Registration Statement and the related prospectus and any amendments or supplements thereto. For the avoidance of doubt, the shares of Common Stock immediately prior issued pursuant to the exercise Conversion shall be unrestricted and freely tradable (i) while a registration statement covering the resale of such shares (including the Conversion RightResale Registration Statement) is effective under the Securities Act or (ii) if such shares become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to SEC Rule 144. (bii) The Conversion Right may be exercised by the Warrantholder on any Business Day prior to the Expiration Date by delivering the Warrant Certificate, with a duly executed Exercise Form with the conversion section completed to the Company, exercising the Conversion Right and specifying the total aggregate number of shares of Common Stock issuable or deliverable upon the Warrantholder Conversion together with the Warrant Shares (in each case, subject to proportionate adjustment for stock dividends, stock splits or stock combinations with respect to the Common Stock) shall be capped at 19.9% of the shares of Common Stock issued and outstanding as of the date hereof (subject to proportionate adjustment for stock dividends, stock splits or stock combinations with respect to the Common Stock; the restriction set forth in this sentence, the “Issuance Limitation”). Any purported delivery of shares of Common Stock upon the Conversion will be void and have no effect to the extent, and only to the extent, that such delivery would contravene the Issuance Limitation. (iii) Notwithstanding anything to the contrary in this Supplement or the Warrants, no shares of Common Stock will be issued pursuant or delivered upon the Conversion or exercise of the Warrants, in each case to the extent that such conversion. (c) Fair Market Value issuance would result in the Lenders or their Attribution Parties beneficially owning in excess of a share 19.9% of the then-outstanding shares of Common Stock as of a particular date (the "Determination Date") shall mean: (i) If the Common Stock is listed on a national securities exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the principal national securities exchange on which the Common Stock is listed or admitted for trading on the last ten Business Days prior to the Determination Date, or if not listed or traded on any such exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the National Market (the "National Market") of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") on the last ten business days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; or (ii) If the Common Stock is not so listed or admitted to unlisted trading privileges or if no such sale is made on at least nine of such days, then the Fair Market Value shall be the higher of (x) the Book Value per share, and (y) the fair value as reasonably determined in good faith by the Company's Board of Directors or a duly appointed committee of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together with the Common Stock certificates)that time.

Conversion Right. From the effective date of the Second Amendment and Waiver to Amended and Restated Facility Agreement, dated as of October 31, 2016, between the Borrower and the Lender, and until 365 days of such effective date (such period, the "Conversion Period"), the Borrower shall have the following conversion right: (a) In lieu Upon three (3) Business Days' prior notice to the Lender, the Borrower may elect, in its sole discretion at any time during the Conversion Period, to (x) convert all or a portion of the payment principal amount of the Exercise Priceoutstanding Loans of up to $7,500,000 (such principal, the Warrantholder shall have the right (but not the obligation"Converted Loan Amount") to require the Company to convert this Warrant, in whole or in part, into shares of Common Stock the Borrower's common stock (collectively, the "Conversion RightCommon Stock") as provided for in this Section 1.2. Upon exercise of and (y) issue the Conversion Right, the Company shall deliver Common Stock to the Warrantholder (without payment by the Warrantholder of any of the Exercise Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of Common Stock so delivered) that Lender. The number of shares of Conversion Common Stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (xi) the value Converted Loan Amount by (ii) the Conversion Price (as hereinafter defined) per share of the Warrant at Conversion Common Stock, rounded to the time nearest whole share. For purposes of this Section 8.02, the "Conversion Right is exercised Price" of one share of Conversion Common Stock shall be equal to the average of the VWAP of the Borrower's common stock for the five (determined by subtracting the aggregate Exercise Price in effect 5) consecutive Trading Days immediately prior to the exercise date of notice of any such conversion (or, if no sales take place on any such Trading Day, the average of the Conversion Right from the aggregate Fair Market Value for the shares of Common Stock issuable upon exercise of the Warrant immediately prior to the exercise of the Conversion Right) by (y) the Fair Market Value of one share of Common Stock immediately prior to the exercise of the Conversion Rightclosing bid and asked prices on such Trading Day). (b) The Conversion Right may be exercised Upon such conversion, the Borrower hereby agrees to execute and deliver to the Lender, all transaction documents related to the issuance by the Warrantholder on any Business Day prior to the Expiration Date by delivering the Warrant Certificate, with a duly executed Exercise Form with the conversion section completed to the Company, exercising Borrower of the Conversion Right Common Stock, including customary agreements including transfer restrictions and specifying the total number of shares of Common Stock the Warrantholder will be issued pursuant to such conversionother ancillary instruments reasonably required. (c) Fair Market Value No fractional shares of a share of the Conversion Common Stock as of a particular date (the "Determination Date") shall mean: (i) If the Common Stock is listed on a national securities exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" Borrower will be issued upon conversion of any Loans. In lieu of any fractional share to which the Lender would otherwise be entitled, the Borrower will repay to the Lender in cash the amount of the Common Stock on unconverted principal balance of the outstanding Loans that would otherwise be converted into such fractional share. Upon conversion of all of the outstanding Loans pursuant to this Section 8.02 the Lender shall surrender the Note, duly endorsed, at the principal national securities exchange on offices of the Borrower or any transfer agent of the Borrower. At its expense, the Borrower will, as soon as practicable thereafter, issue and deliver to the Lender, at such principal office, a certificate or certificates for the number of shares to which the Common Stock Lender is listed or admitted for trading on entitled upon such conversion, together with any other securities and property to which the last ten Business Days prior Lender is entitled upon such conversion under the terms of this Agreement, including a check payable to the Determination DateLender for any cash amounts payable as described herein. Upon conversion of any Loans, or if not listed or traded on any such exchange, then the Fair Market Value shall Borrower will be forever released from all of its obligations and liabilities under this Agreement and the average Note with regard to that portion of the last ten "daily sales prices" principal amount being converted including without limitation the obligation to pay such portion of the Common Stock on the National Market (the principal amount."National Market") of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") on the last ten business days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; or (ii) If the Common Stock is not so listed or admitted to unlisted trading privileges or if no such sale is made on at least nine of such days, then the Fair Market Value shall be the higher of (x) the Book Value per share, and (y) the fair value as reasonably determined in good faith by the Company's Board of Directors or a duly appointed committee of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together with the Common Stock certificates).

Conversion Right. (ai) In lieu The Holder of the payment of the Exercise Price, the Warrantholder this Warrant shall have the right (but not the obligation) to require the Company Corporation to convert this WarrantWarrant (the “Conversion Right”) at any time after it is exercisable, in whole or in partbut prior to its expiration, into shares of the Common Stock (the "Conversion Right") as provided for in this Section 1.22(b). Upon exercise of the Conversion Right, the Company Corporation shall deliver to the Warrantholder Holder (without payment by to the Warrantholder of any Corporation of the Exercise Aggregate Warrant Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of Common Stock so delivered) that number of shares of the Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Warrant Price for a Warrant Share in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value for the shares (as defined below) of Common Stock issuable upon exercise of the a Warrant Share immediately prior to the date of the exercise of the Conversion RightRight and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercised) by (y) the Fair Market Value of one share of Common Stock a Warrant Share immediately prior to the exercise of the Conversion Right. (bii) The Conversion Right may be exercised by the Warrantholder on Holder, at any Business Day time or from time to time, prior to the Expiration Date Date, on any business day by delivering a written notice (the Warrant Certificate, with a duly executed Exercise Form with the conversion section completed “Conversion Notice”) to the Company, exercising Corporation at its offices stating that the Holder desires to exercise the Conversion Right and specifying (i) the total number of shares with respect to which the Conversion Right is being exercised and (ii) a place and date not less than five or more than 20 business days from the date of Common Stock the Warrantholder will be issued pursuant to Conversion Notice for the closing of such conversionpurchase. (ciii) Fair Market Value At any closing under Section 2(b)(ii) hereof, (A) the Holder will surrender the Warrant and (B) the Corporation will deliver to the Holder (1) a certificate or certificates for the number of shares of the Common Stock issuable upon such conversion, together with cash, in lieu of any fraction of a share and (2) a new warrant representing the number of Common Stock shares, if any, with respect to which the Warrant shall not have been exercised. (iv) For purposes of this Section 2(b), “Fair Market Value” of a Warrant Share as of a particular date (the "“Determination Date"”) shall mean: (iA) If the Common Stock is listed traded on a national securities exchangean exchange or is quoted on Nasdaq, then the Fair Market Value shall be average closing or last sale prices, respectively, reported for the average of the last ten "daily sales prices" of the Common Stock on the principal national securities exchange on which the Common Stock is listed or admitted for trading on the last ten Business Days prior to (10) business days immediately preceding the Determination Date, or if not listed or traded on any such exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the National Market (the "National Market") of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") on the last ten business days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; orand (iiB) If the Common Stock is not so listed traded on an exchange or admitted to unlisted trading privileges or if no such sale on Nasdaq but is made traded on at least nine of such daysthe over-the-counter market, then the Fair Market Value shall be average closing bid and asked prices reported for the higher of ten (x10) business days immediately preceding the Book Value per shareDetermination Date, and and (yC) If the Common Stock is not traded on the over-the-counter market, then the fair market value as reasonably determined in good faith by the Company's Board of Directors or a duly appointed committee of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together with the Common Stock certificates)Directors.

Conversion Right. (a) In lieu of the payment of the Exercise PricePrice in the manner required by Section 1(b), the Warrantholder shall Holder will have the right (but not the obligationobligation ) to require the Company to convert any exercisable but unexercised portion of this Warrant, in whole or in part, Warrant into shares of Common Stock (the "Conversion Right") as provided for in this Section 1.2. Upon follows: upon exercise of the Conversion Right, the Company shall will deliver to the Warrantholder Holder (without payment by the Warrantholder Holder of any of the Exercise Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of Common Stock so deliveredPrice in cash) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the value "Value" (as defined below) of the portion of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value for the shares of Common Stock issuable upon exercise of the Warrant immediately prior to the exercise of the Conversion Right) being converted by (y) the Fair Market Value of one share of Common Stock immediately prior to the exercise Price (as defined below). The "Value" of the Conversion Right. portion of the Warrant being converted equals the remainder derived from subtracting (ba) The Conversion Right may be exercised the Exercise Price multiplied by the Warrantholder on any Business Day prior to the Expiration Date by delivering the Warrant Certificate, with a duly executed Exercise Form with the conversion section completed to the Company, exercising the Conversion Right and specifying the total number of shares of Common Stock underlying the Warrantholder will be issued pursuant to such conversion. portion of the Warrant being converted from (cb) Fair the Market Value Price of a share the Common Stock multiplied by the number of shares of Common Stock as of a particular date (underlying the "Determination Date") shall mean: (i) If the Common Stock is listed on a national securities exchange, then the Fair Market Value shall be the average portion of the Warrant being converted. As used herein, the term "Market Price" means the last ten "daily sales prices" reported sale price of the Common Stock on the date prior to the date the Conversion Right is exercised. If no reported sale takes place on that day, the term "Market Price" means the average of the last reported sale prices for the immediately preceding three trading days. In either case, the reported sale price is the one officially reported by the principal national securities exchange on which the Common Stock is listed or admitted for trading on to trading, or, if the last ten Business Days prior to the Determination Date, or if Common Stock is not listed or traded admitted to trading on any such exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of national securities exchange or if any exchange on which the Common Stock on is listed is not its principal trading market, the National Market (the "National Market") of last reported sale price as furnished by the National Association of Securities Dealers Automated Quotations System Dealers, Inc. ("NasdaqNASD") on through the last ten business days prior to Nasdaq Stock Market, or, if applicable, the Determination DateOTC Bulletin Board. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; or (ii) If the Common Stock is not so listed or admitted to unlisted trading privileges on any of the foregoing markets, or if no such sale is made on at least nine of such dayssimilar organization, then the Fair term "Market Value shall be Price" means the higher of (x) the Book Value per share, and (y) the fair value as reasonably price determined in good faith by the Company's Board of Directors or a duly appointed committee of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together with the Common Stock certificates)Adjustments.

Conversion Right. (ai) In lieu of the payment of the Exercise Purchase Price, the Warrantholder Holder shall have the right (but not the obligation) ), to require the Company to convert this Warrant, in whole or in part, into shares of Common Stock Shares as provided for in this subsection (c) (the "Conversion Right") as provided for in this Section 1.2). Upon exercise of the Conversion Right, the Company shall deliver to the Warrantholder Holder (without payment by the Warrantholder Holder of any of the Exercise Purchase Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of Common Stock so delivered) that number of shares of Common Stock Shares equal to the quotient obtained by dividing (xA) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price in effect immediately prior to the of exercise of the Conversion Right from (determined by subtracting (x) the aggregate Fair Market Value Purchase Price for the shares Shares from (y) the aggregate Current Market Price (as defined below) in effect on the date of Common Stock issuable upon exercise of the Warrant immediately prior to the exercise of the Conversion Right) by (yB) the Fair Current Market Value Price of one share of Common Stock immediately prior to in effect on the date of exercise of the Conversion Right. (bii) The Conversion Right may be exercised by the Warrantholder Holder on any Business Day business day prior to the Expiration Date by delivering this Warrant with the Warrant Certificateannexed Subscription Form duly executed, with a duly executed Exercise Form with the conversion section completed completed, to the Company, exercising the Conversion Right and specifying the total number of shares of Common Stock Shares the Warrantholder Holder will be issued purchase pursuant to such conversion. (ciii) Fair The "Current Market Value of a share Price" of Common Stock shall be determined as of a particular date (the "Determination Date") shall meanfollows: (iA) If if there then exists an active public trading market for the Company's Common Stock is listed on a national securities exchangeStock, then the Fair Current Market Value Price shall be the average of the last ten "daily sales prices" market prices of the Common Stock over a period of 20 consecutive trading days prior to the day on which Current Market Price is being determined. The market price for each such trading day shall be the average of the closing prices on such day of the Common Stock on the principal national securities exchange all domestic exchanges on which the Common Stock is listed or admitted for trading on the last ten Business Days prior to the Determination Datethen listed, or or, if not listed or traded there shall have been no sales on any such exchangeexchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of the such day, or, if the Common Stock shall not be so listed, the average of the representative bid and asked prices at the end of such trading day as reported by NASDAQ. (B) if there then does not exist an active public trading market or the Common Stock shall not be listed on any domestic exchange or quoted on NASDAQ, the Current Market Price shall be the Fair Market Value shall be the average of the last ten "daily sales prices" (as defined below) of the Common Stock on the National Market (the "National Market") of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") on the last ten business days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; or (ii) If the Common Stock is not so listed or admitted to unlisted trading privileges or if no such sale is made on at least nine of such days, then based upon the Fair Market Value of 100% of the Company if the Company were sold as a going concern and without regard to any discount for lack of liquidity or as to whether the Company is then a public or a private company, or on the basis that the relevant shares of Common Stock do not constitute a majority or controlling interest in the Company and assuming the exercise or conversion of all or warrants, options, convertible securities or other rights to subscribe for or purchase any shares of Common Stock or convertible securities, all as determined by an independent financial expert (the "Expert"), which such Expert shall be mutually agreed upon by the higher parties. If the parties are unable to agree on an Expert, then each party shall nominate a nationally recognized independent investment firm, which such nominees shall mutually appoint an Expert in their sole discretion. "Fair Market Value" shall mean the value obtainable upon a sale in an arm's length transaction to an unaffiliated third party under usual and normal circumstances, with neither the buyer nor the seller under any compulsion to act, with equity to both. The determination of (x) the Book Fair Market Value per shareby the Expert shall be final, binding, and (y) conclusive on the fair value as reasonably determined in good faith Company and the Holder of this Warrant. All costs and expenses of the Expert shall be borne by the Company's Board of Directors or a duly appointed committee of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together with the Common Stock certificates).

Conversion Right. (a) In lieu of the payment of the Exercise PricePrice in the manner required by Section 1(b), the Warrantholder shall Holder will have the right (but not the obligationobligation ) to require the Company to convert any exercisable but unexercised portion of this Warrant, in whole or in part, Warrant into shares of Common Stock (the "Conversion Right") as provided for in this Section 1.2. Upon follows: upon exercise of the Conversion Right, the Company shall will deliver to the Warrantholder Holder (without payment by the Warrantholder Holder of any of the Exercise Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of Common Stock so deliveredPrice in cash) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the value "Value" (as defined below) of the portion of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value for the shares of Common Stock issuable upon exercise of the Warrant immediately prior to the exercise of the Conversion Right) being converted by (y) the Fair Market Value of one share of Common Stock immediately prior to the exercise Price (as defined below). The "Value" of the Conversion Right. portion of the Warrant being converted equals the remainder derived from subtracting (ba) The Conversion Right may be exercised the Exercise Price multiplied by the Warrantholder on any Business Day prior to the Expiration Date by delivering the Warrant Certificate, with a duly executed Exercise Form with the conversion section completed to the Company, exercising the Conversion Right and specifying the total number of shares of Common Stock underlying the Warrantholder will be issued pursuant to such conversion. portion of the Warrant being converted from (cb) Fair the Market Value Price of a share the Common Stock multiplied by the number of shares of Common Stock as of a particular date (underlying the "Determination Date") shall mean: (i) If the Common Stock is listed on a national securities exchange, then the Fair Market Value shall be the average portion of the Warrant being converted. As used herein, the term "Market Price" means the last ten "daily sales prices" reported sale price of the Common Stock on the date prior to the date the Conversion Right is exercised. If no reported sale takes place on that day, the term "Market Price" means the average of the last reported sale prices for the immediately preceding three trading days. In either case, the reported sale price is the one officially reported by the principal national securities exchange on which the Common Stock is listed or admitted for trading on to trading, or, if the last ten Business Days prior to the Determination Date, or if Common Stock is not listed or traded admitted to trading on any such exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of national securities exchange or if any exchange on which the Common Stock on is listed is not its principal trading market, the National Market (the "National Market") of last reported sale price as furnished by the National Association of Securities Dealers Automated Quotations System Dealers, Inc. ("NasdaqNASD") on through the last ten business days prior to Nasdaq Stock Market, or, if applicable, the Determination DateOTC Bulletin Board. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; or (ii) If the Common Stock is not so listed or admitted to unlisted trading privileges on any of the foregoing markets, or if no such sale is made on at least nine of such dayssimilar organization, then the Fair term "Market Value shall be Price" means the higher of (x) the Book Value per share, and (y) the fair value as reasonably price determined in good faith by resolution of the Company's Board of Directors of the Company, based on the best information available to it. The Conversion Right may be exercised by the Holder on any business day on or after the Grant Date and not later than the Expiration Date by delivering this Warrant to the Company with a duly appointed committee of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together executed exercise form attached hereto with the Common Stock certificates)conversion section completed. Adjustments.

Conversion Right. (aA) In lieu of the payment of the Exercise Price, the Warrantholder Holder shall have the right (but not the obligation) ), to require the Company to convert this Warrant, in whole or in part, into shares of Common Stock Shares (the "Conversion Right") as provided for in this Section 1.22. Upon exercise of the Conversion Right, the Company shall deliver to the Warrantholder Holder (without payment by the Warrantholder Holder of any of the Exercise Price; providedPROVIDED, howeverHOWEVER, that the Warrantholder Holder shall be required to pay the par value for any shares of Common Stock Shares so delivered) that number of shares of Common Stock Shares equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised exercised, by (y) the Fair Market Value of one share of Common Shares immediately prior to the exercise of the Conversion Right. For purposes of this Section, the "value" of the Warrant shall be determined by subtracting the aggregate Exercise Price in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value for the shares of Common Stock issuable upon exercise of the Warrant immediately prior to the exercise of the Conversion Right) by (y) the Fair Market Value of one share of Common Stock immediately prior to the exercise of the Conversion Right. (bB) The Conversion Right may be exercised by the Warrantholder Holder on any Business Day prior to the Expiration Date by delivering the Warrant CertificateWarrant, with a duly executed Exercise Form with the conversion section completed to the Company, exercising the Conversion Right and specifying the total number of shares of Common Stock Shares the Warrantholder Holder will be issued pursuant to such conversion. (cC) Fair Market Value of a share of Common Stock Shares as of a particular date (the "Determination Date") shall mean: (i) If the Common Stock is Shares are listed on a national securities exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock Shares on the principal national securities exchange on which the Common Stock Shares is listed or admitted for trading on the last ten Business Days prior to the Determination Date, or if not listed or traded on any such exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock Shares on the National Market (the "National Market") or Small Cap Market of the National Association of Securities Dealers Automated Quotations System ("NasdaqNASDAQ") on the last ten business days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock Shares at the end of each day; or (ii) If the Common Stock is Shares are not so listed or admitted to unlisted trading privileges or if no such sale is made on at least nine of such days, then the Fair Market Value shall be the higher of (x) the Book Value per share, and (y) the fair value as reasonably determined in good faith by the Company's Board of Directors or a duly appointed committee of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder Holder together with the certificates for the Common Stock certificatesShares).

Conversion Right. (a) In lieu of the payment of the Exercise Price, the Warrantholder Holder shall have the right (but not the obligation) ), to require the Company FGC to convert this Warrant, Option in whole or in part, into shares of Common Stock (the "Conversion Right") as provided for in this Section 1.2. V. Upon exercise of the Conversion Right, the Company FGC shall deliver to the Warrantholder Holder (without payment by the Warrantholder Holder of any of the Exercise Execrise Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of Common Stock so delivered) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant Option at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value Price (as hereinafter defined) for the shares of Common Stock issuable upon exercise of the Warrant Option immediately prior to the exercise of the Conversion Right) by (y) the Fair Market Value Price of one share of Common Stock immediately prior to the exercise of the Conversion Right. . "Market Price" shall mean the Stock Price (bas defined below) The Conversion Right may be exercised obtained by taking the Warrantholder average over a period of thirty consecutive trading days ending on any Business Day the second trading day prior to the Expiration Date by delivering date of determination. As used in this paragraph, the Warrant Certificateterm Stock Price shall mean (A) the mean, with a duly executed Exercise Form with on each such trading day, between the conversion section completed to the Company, exercising the Conversion Right high and specifying the total number of shares of Common Stock the Warrantholder will be issued pursuant to such conversion. (c) Fair Market Value low sale price of a share of Common Stock or if no such sale takes place on any such trading day, the mean of the closing bid and lowest closing asked prices therefor on any such trading day, in each case as of a particular date (officially reported on all national securities exchanges on which the "Determination Date") shall mean: (i) If the Common Stock is then listed or admitted to trading, or (B) if the Stock is not then listed or admitted to trading on a any national securities exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the principal national securities exchange on which the Common Stock is listed or admitted for trading on the last ten Business Days prior to the Determination Date, or if not listed or traded on any such exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the National Market (the "National Market") of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") on the last ten business days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at on such date, or (C) if no closing price is available on any such trading day, the end of each day; or mean between the highest and lowest closing bid prices thereof on any such trading date, in the over-the-counter market as reported by NASDAQ, (iiD) If if the Common Stock is not so then quoted in such system, the mean between the highest and lowest bid prices reported by the market makers and dealers for the Stock listed as such by the National Quotation Bureau, Incorporated or admitted to unlisted trading privileges any similar successor organization, or if no such sale is made on at least nine of such days, then the Fair Market Value shall be (E) the higher of (x) the Book Value per share, last bona fide sale made by FGC and (y) the fair market value of the Stock as reasonably determined in good faith by the Company's Board of Directors or a duly appointed committee of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together with the Common Stock certificates)its good faith judgement.

Conversion Right. (a) In lieu of the payment of the Exercise PricePrice in the manner required by Section 1(b), the Warrantholder shall Holder will have the right (but not the obligationobligation ) to require the Company to convert any exercisable but unexercised portion of this Warrant, in whole or in part, Warrant into shares of Common Stock (the "Conversion Right") as provided for in this Section 1.2. Upon follows: upon exercise of the Conversion Right, the Company shall will deliver to the Warrantholder Holder (without payment by the Warrantholder Holder of any of the Exercise Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of Common Stock so deliveredPrice in cash) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the value "Value" (as defined below) of the portion of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value for the shares of Common Stock issuable upon exercise of the Warrant immediately prior to the exercise of the Conversion Right) being converted by (y) the Fair Market Value of one share of Common Stock immediately prior to the exercise Price (as defined below). The "Value" of the Conversion Right. portion of the Warrant being converted equals the remainder derived from subtracting (ba) The Conversion Right may be exercised the Exercise Price multiplied by the Warrantholder on any Business Day prior to the Expiration Date by delivering the Warrant Certificate, with a duly executed Exercise Form with the conversion section completed to the Company, exercising the Conversion Right and specifying the total number of shares of Common Stock underlying the Warrantholder will be issued pursuant to such conversion. portion of the Warrant being converted from (cb) Fair the Market Value Price of a share the Common Stock multiplied by the number of shares of Common Stock as of a particular date (underlying the "Determination Date") shall mean: (i) If the Common Stock is listed on a national securities exchange, then the Fair Market Value shall be the average portion of the Warrant being converted. As used herein, the term "Market Price" means the last ten "daily sales prices" reported sale price of the Common Stock on the date prior to the date the Conversion Right is exercised. If no reported sale takes place on that day, the term "Market Price" means the average of the last reported sale prices for the immediately preceding three trading days. In either case, the reported sale price is the one officially reported by the principal national securities exchange on which the Common Stock is listed or admitted for trading on to trading, or, if the last ten Business Days prior to the Determination Date, or if Common Stock is not listed or traded admitted to trading on any such exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of national securities exchange or if any exchange on which the Common Stock on is listed is not its principal trading market, the National Market (the "National Market") of last reported sale price as furnished by the National Association of Securities Dealers Automated Quotations System Dealers, Inc. ("NasdaqNASD") on through the last ten business days prior to Nasdaq Stock Market, or, if applicable, the Determination DateOTC Bulletin Board. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; or (ii) If the Common Stock is not so listed or admitted to unlisted trading privileges on any of the foregoing markets, or if no such sale is made on at least nine of such dayssimilar organization, then the Fair term "Market Value shall be Price" means the higher of (x) the Book Value per share, and (y) the fair value as reasonably price determined in good faith by Agreement No. _____ resolution of the Company's Board of Directors of the Company, based on the best information available to it. The Conversion Right may be exercised by the Holder on any business day on or after the Grant Date and not later than the Expiration Date by delivering this Warrant to the Company with a duly appointed committee of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together executed exercise form attached hereto with the Common Stock certificates)conversion section completed. Adjustments.

Conversion Right. (a) In lieu of the payment of the Exercise PriceThe Holder may, the Warrantholder shall have the right (but not the obligation) at its option, elect to require the Company to convert exercise this Warrant, in whole or in partpart and at any time or from time to time, into shares on a cashless basis, by surrendering this Warrant, and delivering a duly executed Notice of Common Stock Exercise in substantially the form attached as Appendix I, to the principal office of the Company (such date, the "Conversion Right") as provided for in “Cashless Exercise Date”). In the event of an exercise pursuant to this Section 1.2. Upon exercise of the Conversion Right, the Company shall deliver number of Shares issued to the Warrantholder (without payment by the Warrantholder of any of the Exercise Price; provided, however, that the Warrantholder Holder shall be required determined according to pay the par value for any shares of Common Stock so deliveredfollowing formula: X = Y(A-B) that Where: X= the number of shares of Common Stock equal Shares that shall be issued to the quotient obtained by dividing Holder; Y= the number of Shares for which this Warrant is being exercised (x) which shall include both the value number of Shares issued to the Holder and the number of Shares subject to the portion of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price being cancelled in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value for the shares of Common Stock issuable upon exercise payment of the Warrant immediately prior to the exercise of the Conversion Right) by (y) Price); A= the Fair Market Value (as defined below) of one share of Common Stock immediately prior to the exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Warrantholder on any Business Day prior to the Expiration Date by delivering Stock; and B= the Warrant Certificate, with a duly executed Exercise Form with the conversion section completed to the Company, exercising the Conversion Right and specifying the total number of shares of Common Stock the Warrantholder will be issued pursuant to such conversion. (c) Price then in effect. The Fair Market Value of a per share of Common Stock shall be determined as of a particular date (the "Determination Date") shall meanfollows: (i1) If the Common Stock is listed on a national securities exchange, then the Fair Market Value shall be deemed to be the average closing price per share of the last ten "daily sales prices" of the Common Stock on the principal national securities exchange Nasdaq Global Select Market or another nationally recognized trading system as of the Business Day immediately preceding the Cashless Exercise Date. For the purpose of this Warrant, “Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day on which the Common Stock is listed banking institutions located in New York are permitted or admitted for trading on the last ten Business Days prior required by applicable law or regulation to the Determination Date, or if not listed or traded on any such exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the National Market (the "National Market") of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") on the last ten business days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; orremain closed. (ii2) If the Common Stock is not so listed or admitted to unlisted trading privileges or if no such sale is made on at least nine of such daysa national securities exchange, then the Fair Market Value shall be deemed to be the higher amount most recently determined by the Board of Directors of the Company (xthe “Board”) to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under any plan, agreement or arrangement with employees of the Company); and, upon request of the Holder, the Board (or a representative thereof) shall, as promptly as reasonably practicable but in any event not later than 10 days after such request, notify the Holder of the Fair Market Value per share of Common Stock and furnish the Holder with reasonable documentation of the Board’s determination of such Fair Market Value. Notwithstanding the foregoing, if the Board has not made such a determination within the three-month period prior to the Cashless Exercise Date, then (A) the Book Board shall make, and shall provide or cause to be provided to the Registered Holder notice of, a determination of the Fair Market Value per shareshare of the Common Stock within 15 days of a request by the Holder that it do so, and (yB) the fair value as reasonably determined in good faith by the Company's Board exercise of Directors or a duly appointed committee of the Board (which determination this Warrant pursuant to this subsection 1.2 shall be reasonably described in the written delayed until such determination is made and notice delivered thereof is provided to the Warrantholder together with the Common Stock certificates)Holder.

Conversion Right. (a) 1.2.1. In lieu of the payment of the Exercise Price, the Warrantholder shall have the right (but not the obligation) ), to require the Company to convert this Warrant, in whole or in part, into shares of Common Stock (the "Conversion Right") as provided for in this Section 1.2. Upon exercise of the Conversion Right, the Company shall deliver to the Warrantholder (without payment by the Warrantholder of any of the Exercise Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of Common Stock so delivered) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value for the shares of Common Stock issuable upon exercise of the Warrant immediately prior to the exercise of the Conversion Right) by (y) the Fair Market Value of one share of Common Stock immediately prior to the exercise of the Conversion Right. (b) 1.2.2. The Conversion Right may be exercised by the Warrantholder on any Business Day prior to the Expiration Date by delivering the Warrant Certificate, together with a duly executed Exercise Form (with the conversion section completed completed) and the par value for any shares of Common Stock deliverable pursuant to such conversion, to the Company, exercising the Conversion Right and specifying the total number of shares of Common Stock the Warrantholder will be issued pursuant to such conversion. (c) 1.2.3. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (i) 1.2.3.1. If the Common Stock is listed on a national securities exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the principal national securities exchange on which the Common Stock is listed or admitted for trading on the last ten Business Days prior to the Determination Date, or if not listed or traded on any such exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the National Market (the "National Market") of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") on the last ten business days Business Days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; or (ii) 1.2.3.2. If the Common Stock is not so listed or admitted to unlisted trading privileges or if no such sale is made on at least nine of such days, then the Fair Market Value shall be the higher of (x) the Book Value per share, and (y) the fair value as reasonably determined in good faith by the Company's Board of Directors or a duly appointed committee of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together with the Common Stock certificates).

Conversion Right. (a) 7.1 In lieu consideration of the additional sum of ONE HUNDRED ($100.00) DOLLARS paid by Wheaton to Platinum on the execution of this agreement, Wheaton will have, and Platinum hereby grants to Wheaton, the right, in its sole discretion, to surrender and transfer to Platinum all, but not less than all, of the right, title and interest that it may, as at the Conversion Date, have in or to the Underlying Options (including its right to earn an additional interest pursuant to the Second Wheaton Option) in consideration of the allotment and issuance by Platinum to Wheaton of Shares in accordance with this section 7. 7.2 The right of conversion hereby granted is, subject to subsection 7.3, exercisable by Wheaton by the delivery to Platinum by Wheaton of a Notice of Conversion which will set forth the amount of CEE Expenditures paid or to be paid by Wheaton up to the Conversion Date. Upon receipt by Platinum of a Notice of Conversion and payment of all outstanding CEE Expenditures payable to it hereunder, Platinum will, within not less than five (5) Business Days, allot and issue to Wheaton, and deliver to Wheaton certificates representing, fully paid and non-assessable Shares, registered in the Exercise name of Wheaton, at a price per Share (the “Conversion Price”) equal to THIRTY-FIVE ($0.35) CENTS, with the Warrantholder shall have number of Shares to be issued to Wheaton to be equal to the aggregate CEE Expenditures funded by Wheaton divided by the Conversion Price. 7.3 Wheaton will exercise the right of conversion granted hereby, if at all, during a period of fifteen (but not 15) days following the obligation) to require the Company to convert this Warrant, in whole exercise or in part, into shares of Common Stock (the "Conversion Right") as provided for in this Section 1.2. Upon deemed exercise of the Conversion Right, First Wheaton Option and the Company shall deliver delivery by Platinum of the Program Report with respect to the Warrantholder Initial Program, provided that if Wheaton does not deliver a Notice of Conversion within such period, Wheaton will be deemed to have elected to exercise its conversion right in respect of its interest in the Underlying Options and to have delivered a Notice of Conversion on the fifteenth (without payment by the Warrantholder of any of the Exercise Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of Common Stock so delivered15) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price in effect immediately prior to day after the exercise of the Conversion Right from First Wheaton Option. 7.4 If Wheaton exercises its right of conversion hereunder, and acquires Shares, concurrently with the aggregate Fair Market Value for delivery thereof by Platinum: (a) Platinum and Wheaton will enter into the shares of Common Stock issuable upon exercise of the Warrant immediately prior to the exercise of the Conversion Right) by (y) the Fair Market Value of one share of Common Stock immediately prior to the exercise of the Conversion Right.Prenotification and Voting Trust Agreements; and (b) The Conversion Right may Wheaton will be exercised by the Warrantholder on any Business Day prior deemed to have sold, assigned and transferred to Platinum all right, title and interest in or to the Expiration Date by delivering the Warrant Certificate, with a duly executed Exercise Form with the conversion section completed Underlying Options (including its right to earn an additional interest pursuant to the CompanySecond Wheaton Option) that Wheaton acquired from Platinum hereunder. 7.5 Wheaton acknowledges that any Shares received by it hereunder are subject to resale restrictions imposed under applicable securities laws and the rules of regulatory bodies having jurisdiction including, exercising without limiting the Conversion Right and specifying generality of the total number foregoing: (a) a requirement of shares the Exchange that the Shares may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of Common Stock the Warrantholder will Exchange or otherwise in Canada or to or for the benefit of a Canadian resident for a period of four (4) months from the date of issuance thereof; (b) a requirement of Multilateral Instrument 45-102 that the Shares may not be issued pursuant to such conversion.traded for a period of four (4) or twelve (12) months following the date of issuance thereof unless otherwise permitted under the Securities Act (British Columbia); and (c) Fair Market Value if Wheaton is or becomes a “control person” there are additional specific restrictions on the ability of a share Wheaton to dispose of Common Stock as the Shares in addition to the foregoing. 7.6 Wheaton acknowledges that it is the responsibility of a particular date (Wheaton to determine and confirm what restrictions there are on Wheaton’s ability to resell the "Determination Date") shall meanShares and to comply with them before selling any of the Shares and, in particular, Wheaton covenants with Platinum that: (ia) If Wheaton will comply with the Common Stock is listed on a national securities exchange, then the Fair Market Value shall be the average applicable rules and policies of the last ten "daily sales prices" Exchange and the provisions of applicable securities laws concerning the holding and resale or other disposition of the Common Stock on the principal national securities exchange on which the Common Stock is listed Shares; and (b) upon each resale or admitted for trading on the last ten Business Days prior to the Determination Date, or if not listed or traded on any such exchange, then the Fair Market Value shall be the average other disposition by Wheaton of the last ten "daily sales prices" Shares, Wheaton will effect such resale only in accordance with all applicable laws and stock exchange rules and policies. 7.7 Platinum will take all reasonable steps to ensure that, at the time of the Common Stock on the National Market issuance of any Shares to Wheaton hereunder, it will be a qualifying issuer under MI 45-102 (the "National Market") Resale of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") on the last ten business days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; or (ii) If the Common Stock is not so listed or admitted to unlisted trading privileges or if no such sale is made on at least nine of such days, then the Fair Market Value shall be the higher of (x) the Book Value per share, and (y) the fair value as reasonably determined in good faith by the Company's Board of Directors or a duly appointed committee of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together with the Common Stock certificatesSecurities).

Conversion Right. (a) 1.2.1. In lieu of the payment of the Exercise Price, the Warrantholder shall have the right (but not the obligation) ), to require the Company to convert this Warrant, in whole or in part, into shares of Common Stock (the "Conversion Right") as provided for in this Section 1.2. Upon exercise of the Conversion Right, the Company shall deliver to the Warrantholder (without payment by the Warrantholder of any of the Exercise Price; provided, -------- however, that the Warrantholder shall be required to pay the par value for any ------- shares of Common Stock so delivered) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value for the shares of Common Stock issuable upon exercise of the Warrant immediately prior to the exercise of the Conversion Right) by (y) the Fair Market Value of one share of Common Stock immediately prior to the exercise of the Conversion Right. (b) 1.2.2. The Conversion Right may be exercised by the Warrantholder on any Business Day prior to the Expiration Date by delivering the Warrant Certificate, together with a duly executed Exercise Form (with the conversion section completed completed) and the par value for any shares of Common Stock deliverable pursuant to such conversion, to the Company, exercising the Conversion Right and specifying the total number of shares of Common Stock the Warrantholder will be issued pursuant to such conversion. (c) 1.2.3. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (i) 1.2.3.1. If the Common Stock is listed on a national securities exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the principal national securities exchange on which the Common Stock is listed or admitted for trading on the last ten Business Days prior to the Determination Date, or if not listed or traded on any such exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the National Market (the "National Market") of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") on the last ten business days Business Days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; or (ii) 1.2.3.2. If the Common Stock is not so listed or admitted to unlisted trading privileges or if no such sale is made on at least nine of such days, then the Fair Market Value shall be the higher of (x) the Book Value per share, and (y) the fair value as reasonably determined in good faith by the Company's Board of Directors or a duly appointed committee of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together with the Common Stock certificates).

Conversion Right. (a) In lieu of exercising this Warrant by the payment of the Exercise PricePrice in cash, the Warrantholder shall have the right (but not the obligation) ), to require the Company to convert this Warrant, in whole or in part, into shares of Common Stock (the "Conversion Right") as provided for in this Section 1.2. Upon exercise of the Conversion Right, the Company shall deliver to the Warrantholder (without payment by the Warrantholder of any of the Exercise Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of Common Stock so delivered) in accordance with Section 1.1 that number of shares of Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant (or the portion thereof being exercised) at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price (or the applicable portion thereof) in effect as of the close of business on the Business Day immediately prior to preceding the exercise of the Conversion Right from the aggregate Fair Market Value (as defined herein) for the shares of Common Stock issuable upon exercise of the Warrant (or the portion thereof being exercised) as of the close of business on the Business Day immediately prior to preceding the exercise of the Conversion Right) by (y) the Fair Market Value of one share of Common Stock as of the close of business on the Business Day immediately prior to preceding the exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Warrantholder on any Business Day prior to the Expiration Date by delivering the Warrant Certificate, with a duly executed Exercise Form with the conversion section completed completed, to the Company, exercising the Conversion Right and specifying the total number of shares of Common Stock that the Warrantholder will be issued pursuant to such conversion. (c) Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (i) If the Common Stock is listed on a national securities exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the principal national securities exchange on which the Common Stock is listed or admitted for trading on the last ten Business Days prior to the Determination Date, or if not listed or traded on any such exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the National Market (the "National Market") of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") on the last ten business days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; or (ii) If the Common Stock is not so listed or admitted to unlisted trading privileges or if no such sale is made on at least nine of such days, then the Fair Market Value shall be the higher of (x) the Book Value per share, and (y) the fair value as reasonably determined in good faith by the Company's Board of Directors or a duly appointed committee of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together with the Common Stock certificates).

Conversion Right. (a) In lieu Subject to and upon compliance with the provisions of this Article VI, at the option of the payment Holder thereof, any Note may be converted, in whole, or in part in multiples of Euro 1.00 principal amount, into fully paid and non-assessable Ordinary Shares issuable upon conversion of the Exercise Price, the Warrantholder shall have the right (but not the obligation) to require the Company to convert this Warrant, in whole or in part, into shares of Common Stock Notes (the "Conversion Right"), at the Conversion Price in effect at the Conversion Date, until and including, but not after the close of business on the Stated Maturity, provided that; if (i) such Note or some portion thereof shall have been called for redemption or delivered for repurchase prior to the Stated Maturity and (ii) no default shall have been made in making due provision for the payment of the redemption price or the Mandatory Repurchase Payment or Mandatory Conversion in accordance with the terms of this Indenture, then, with respect to each Note or portion thereof as provided has been so called for redemption or delivered for repurchase, such Note or portion thereof may be so converted until and including, but not after, the close of business on the Business Day prior to the Redemption Date or Consummation Date, as applicable, for such Note, unless the Issuer subsequently fails to pay the applicable redemption price or make the Mandatory Repurchase Payment or Mandatory Conversion, as the case may be. For the avoidance of doubt, Notes which have been called for redemption or delivered for repurchase and in this Section 1.2. Upon respect of which a Conversion Right has been exercised by the aforementioned deadlines, shall be converted into Ordinary Shares as promptly as practical following exercise of the Conversion Right, notwithstanding the Company shall deliver to the Warrantholder (without payment by the Warrantholder of any of the Exercise Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of Common Stock so delivered) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price waiting periods referenced in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value for the shares of Common Stock issuable upon exercise of the Warrant immediately prior to the exercise of the Conversion Right) by (y) the Fair Market Value of one share of Common Stock immediately prior to the exercise of the Conversion RightSection 6.01(b). (b) The Issuer shall be required to honor and accommodate Conversion Right may be exercised by Notices (i) at least once every calendar month (or portion thereof, in the Warrantholder case of that month which contains the Issue Date) (each, an "Initial Conversion Period") in the one-year period commencing on any Business Day the Issue Date, provided that Conversion Notices delivered to the Issuer on or prior to the Expiration last Business Day of each month and with respect to which the Conversion Notice Date has occurred within such Initial Conversion Period) need be honored by delivering the Warrant Certificateend of the following month (with any Conversion Notices delivered thereafter or delivered during such Initial Conversion Period but in respect of which the Conversion Notice Date has occurred after the end of the relevant Initial Conversion Period, with to be honored by the end of the immediately following month), and (ii) at least once every calendar quarter, on and after the first anniversary of the Issue Date (each, a duly executed Exercise Form with the conversion section completed "Subsequent Conversion Period"), provided that Conversion Notices delivered to the Company, exercising Issuer on or prior to the last Business Day of that calendar quarter's end and with respect to which the Conversion Right Notice Date has occurred on such Subsequent Conversion Period need be honored by the end of the first month of the following quarter. Notwithstanding the foregoing, the Issuer shall be required to honor and specifying accommodate, as promptly as practicable following receipt of one or more Conversion Notices in any given Initial or Subsequent Conversion Period, received from one or more Holders, relating to 10% or more of the total number aggregate Principal Amount of shares Initial Notes originally issued, and in any event during the month following the Conversion Notice Date relating to the last of Common Stock the Warrantholder will be issued Conversion Notices so received. To satisfy its obligations pursuant to such conversion. (c) Fair Market Value of a share of Common Stock as of a particular date (this Section 6.01(b), the "Determination Date") shall mean: (i) If the Common Stock is listed on a national securities exchange, then the Fair Market Value Issuer shall be required to take all actions, including without limitation the average preparation and filing of one or more Spanish listing prospectuses, to give effect to Conversion Notices received and to cause the last ten "daily sales prices" listing of Ordinary Shares on the Common Stock Nuevo Mercado (or if the Ordinary Shares shall not at the relevant tixx xx xuoted or listed thereon, on the principal national securities exchange or interdealer quotation system on which the Common Stock is Ordinary Shares are then listed or admitted for trading on the last ten Business Days prior to the Determination Date, or if not listed or traded on any such exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the National Market (the "National Market") of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") on the last ten business days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; or (ii) If the Common Stock is not so listed or admitted to unlisted trading privileges or if no such sale is made on at least nine of such days, then the Fair Market Value shall be the higher of (x) the Book Value per share, and (y) the fair value as reasonably determined in good faith by the Company's Board of Directors or a duly appointed committee of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together with the Common Stock certificatesquoted).

Conversion Right. Each of LJCI and Shearson agree that each Promissory Note shall be converted or exchanged (a) In lieu each, a “Conversion”), through one or a series of such Conversions, up to the payment of the Exercise Price, the Warrantholder shall have the right (but not the obligation) to require the Company to convert this Warrant, in whole or in partfull principal balance thereof and any accrued and unpaid interest thereon, into shares of Common Stock the common stock of Shearson (the "Conversion Right"“Shearson Common Stock”) (calculated as provided for in this Section 1.2. Upon exercise of the Conversion Right, the Company shall deliver to each such conversion to the Warrantholder (without payment by the Warrantholder of any of the Exercise Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of Common Stock so deliverednearest 1/100th. Of a share) that The number of shares of Shearson Common Stock into which the Promissory Notes may be converted is equal to the quotient obtained by dividing (x) the value dollar amount of the Warrant at the time Promissory Note, or portion thereof, being converted divided by the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value for the shares of Common Stock issuable upon exercise of the Warrant immediately prior to the exercise of the Conversion Right) by (y) the Fair Market Value of one share of Common Stock immediately prior to the exercise of the Conversion Right. (b) Price. The Conversion Right may be exercised by the Warrantholder on any Business Day prior to the Expiration Date by delivering the Warrant Certificate, with a duly executed Exercise Form with the conversion section completed to the Company, exercising the Conversion Right and specifying the total number of shares of Common Stock the Warrantholder will be issued pursuant to such conversion. (c) Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (i) If the Common Stock is listed on a national securities exchange, then the Fair Market Value Price shall be equal to 82% of the average of the last ten "daily sales prices" of the Common Stock on the principal national securities exchange on which the Common Stock is listed or admitted for trading on the last ten Business Days prior to the Determination Date, or if not listed or traded on any such exchange, then the Fair Market Value shall be the volume weighted average of the last ten "daily sales prices" of the Common Stock on the National Market (the "National Market") of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") on the last ten business days prior to the Determination Date. The "daily sales price" shall be the closing price of the shares of the Shearson Common Stock at during the end five trading days prior tot LJCI’s election to convert. Upon the conversion of the full principal blanc and all accrued and unpaid interest of each day; or (ii) If Promissory Note into shares of the Shearson Common Stock is not so listed Stock, as set forth above, no further rights shall exist under such Promissory Note with respect to the collection of interest or admitted to unlisted trading privileges or if no such sale is made on at least nine of such days, then other amounts under the Fair Market Value shall be the higher of (x) the Book Value per share, and (y) the fair value as reasonably determined in good faith Promissory Note by the Company's Board holder thereof. For so long as Shearson honors the terms of Directors each Conversion Notice delivered by LJCI to Shearson and affects each such Conversion as submitted by LJCI within the applicable time periods set forth in this Agreement, LJCI shall not otherwise demand cash payment upon any outstanding sums of principal and accrued and unpaid interest under the Promissory Notes. In the event that Shearson refuses or a duly appointed committee otherwise fails to honor any Conversion Notice submitted to Shearson by LJCI and/or Shearson fails to effect such Conversion within the applicable time period set forth herein, LJCI shall have the right, at LJCI’s sole discretion, to declare any or all amounts, including outstanding principal and accrued and unpaid interest, under the Promissory Notes immediately due and payable by Shearson and Shearson shall deliver such payment for all such outstanding sums owed under the Promissory Notes to LJCI within five days of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together with the Common Stock certificates)LJCI’s demand for payment thereof.”

Conversion Right. (a) In lieu At any time during which an Event of Default shall have occurred and be continuing or at any time on or after the payment date two (2) years from the date of the Exercise Pricethis Note, the Warrantholder Holder shall have the right (but not the obligation) to require the Company LMT to convert up to $1,000,000.00 of the outstanding indebtedness evidenced by this Warrant, in whole or in part, Note (the "CONVERSION RIGHT") into shares of Common Stock of LMT, par value $.01 per share ("COMMON STOCK") (shares of Common Stock issuable upon exercise of the Conversion Right are referred to as the "Conversion RightCONVERSION SHARES") as provided for in this Section 1.2. Section. (b) Upon exercise of the Conversion Right, the Company LMT shall deliver to the Warrantholder (without payment by the Warrantholder of any of the Exercise Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of Common Stock so delivered) Holder that number of shares of Common Stock equal to the quotient obtained by dividing (x) the value amount of the Warrant at the time indebtedness evidenced by this Note, which Holder elects to convert, as specified in the Conversion Right is exercised Notice (determined by subtracting the aggregate Exercise Price in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value for the shares of Common Stock issuable upon exercise of the Warrant immediately prior to the exercise of the Conversion Right) as hereinafter defined), by (y) the Fair Market Value of one share of Common Stock immediately prior to the exercise of the Conversion RightPrice (as hereinafter defined). (bc) The Conversion Right may be exercised by the Warrantholder Holder on any Business Day prior to the Expiration Date business day by delivering a written notice of conversion (the Warrant Certificate, "CONVERSION NOTICE") to LMT specifying the total amount of indebtedness evidenced by this Note (up to $1,000,000.00) with a duly executed Exercise Form with the conversion section completed respect to the Company, which Holder is exercising the Conversion Right and specifying Right. (d) The "Conversion Price" shall be equal to the total number lesser of shares $5.875 per share of Common Stock (the Warrantholder will be issued pursuant to such conversion. (c"INITIAL CONVERSION PRICE") or the Fair Market Value of a share of Common Stock as of a particular the date (of the Conversion Notice. For such purposes, the "Determination Date") Fair Market Value" per share of Common Stock shall mean: (i) If the Common Stock is listed traded on a national securities exchangean exchange or is quoted on NASDAQ National Market, then the Fair Market Value shall be average closing or last sale prices, respectively, reported for the average ten (10) business days immediately preceding the date of the last ten "daily sales prices" of the Common Stock on the principal national securities exchange on which the Common Stock is listed or admitted for trading on the last ten Business Days prior to the Determination DateConversion Notice, or if not listed or traded on any such exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the National Market (the "National Market") of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") on the last ten business days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; orand (ii) If the Common Stock is not so listed traded on an exchange or admitted to unlisted trading privileges or if no such sale on NASDAQ National Market but is made traded on at least nine of such daysthe over-the-counter market, then the Fair Market Value average closing bid and asked prices reported for the ten (10) business days immediately preceding the date of the Conversion Notice. (e) Upon receipt by Holder of the Conversion Shares, as herein provided, the amount of indebtedness evidenced by this Note shall automatically be reduced by the amount of the indebtedness set forth in the Conversion Notice and such reduced amount shall be deemed paid in full. (f) Notwithstanding the higher foregoing, the Conversion Right shall lapse and be of (x) the Book Value per share, no further force and (y) the fair value as reasonably determined in good faith by the Company's Board of Directors or a duly appointed committee of the Board (which determination shall be reasonably described effect in the written notice delivered event that prior to the Warrantholder together with the Common Stock certificates)its exercise all amounts evidenced by this Note have been indefeasibly paid in full.

Conversion Right. (a) In lieu of the payment of the aggregate Exercise Price, the Warrantholder shall have the right (but not the obligation) ), to require the Company to convert this Warrant, in whole or in part, into shares of Common Series F Preferred Stock (the "“Conversion Right"”) as provided for in this Section 1.22.2. Upon exercise of the Conversion Right, the Company shall deliver to the Warrantholder (without payment by the Warrantholder of any of the Exercise Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of Common Stock so delivered) in accordance with Section 2.1(b) that number of whole shares of Common Series F Preferred Stock equal to the quotient (rounded down to the nearest whole share) obtained by dividing (xi) the value of the Warrant or portion thereof at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price in effect immediately prior to at the time of the exercise of the Conversion Right from the aggregate Fair Current Market Value Price for the shares of Common Series F Preferred Stock issuable upon exercise of the Warrant immediately prior to at the time of the exercise of the Conversion Right) by (yii) the Fair Current Market Value Price of one share of Common Series F Preferred Stock immediately prior to at the time of the exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Warrantholder on any Business Day prior to the Expiration Date end of the Exercise Period by delivering surrender of this Warrant to the Warrant CertificateCompany, with a duly executed Exercise Form with the conversion section completed to the Companycompleted, exercising the Conversion Right and specifying the total number of shares of Common Series F Preferred Stock that the Warrantholder will be issued pursuant to such conversion. (c) Fair Market Value No fractional shares of a share Series F Preferred Stock shall be issued upon exercise of Common Stock as this Warrant. If such exercise would result in the issuance of a particular date (the "Determination Date") shall mean: (i) If the Common Stock is listed on a national securities exchangeany fractional shares, then the Fair Company shall, in lieu of issuing any such fractional share, pay cash equal to the product of such fraction multiplied by the Current Market Value shall be the average Price of the last ten "daily sales prices" one share of the Common Series F Preferred Stock on the principal national securities exchange on which the Common Stock is listed or admitted for trading on the last ten Business Days prior to the Determination Date, or if not listed or traded on any such exchange, then the Fair Market Value shall be the average date of the last ten "daily sales prices" of the Common Stock on the National Market (the "National Market") of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") on the last ten business days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; or (ii) If the Common Stock is not so listed or admitted to unlisted trading privileges or if no such sale is made on at least nine of such days, then the Fair Market Value shall be the higher of (x) the Book Value per share, and (y) the fair value as reasonably determined in good faith by the Company's Board of Directors or a duly appointed committee of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together with the Common Stock certificates)exercise.

Conversion Right. 9727377-v18\HKGDMS (a) In lieu Each Bond shall entitle the Bondholder to convert such Bond or part of a Bond into Shares on one or more than one occasion during the Conversion Period in respect of all or part of the payment outstanding principal amounts under the Bonds in accordance with these Conditions. The right of the Exercise Price, the Warrantholder shall have the right (but not the obligation) to require the Company each Bondholder to convert this Warrant, in whole any Bond or in part, any part of a Bond held by it into shares of Common Stock (Shares is referred to as the "Conversion Right") as provided for in this Section 1.2. Upon exercise The Conversion Right attaching to any Bond may be exercised, at the option of the Conversion Rightholder thereof, at any time on and after the Company shall deliver Issue Date up to the Warrantholder (without payment by the Warrantholder of any of the Exercise Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of Common Stock so delivered) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price in effect date immediately prior to the Maturity Date (both days inclusive), or if such Bond is to be called for redemption by the Issuer before the Maturity Date pursuant to Condition 8.2, then up to the date no later than 10 days prior to the date fixed for redemption thereof or if notice requiring redemption has been given by the holder of such Bond pursuant to Condition 8.3 then up to the date prior to the giving of such notice (the "Conversion Period") in accordance with the provisions of these Conditions. (b) Conversion Rights may not be exercised in relation to any Bond during any period (a "Closed Conversion Period") (a) commencing on the record date for determination of the shareholders of the Issuer entitled to receive notice of the Issuer's annual general shareholders' meeting or any extraordinary shareholders' meeting of the Issuer and ending on the date of such meeting or (b) commencing on the record date for determination of the shareholders of the Issuer entitled to receipt of dividends, rights and other benefits and ending on the date of receipt of such dividend, right or benefit. The Issuer will give notice of such Closed Conversion Period to the Bondholders prior to the beginning of each such period. (c) Any exercise of the Conversion Right from the aggregate Fair Market Value for the shares of Common Stock issuable upon exercise of the Warrant immediately prior to the exercise of the Conversion Right) by (y) the Fair Market Value of one share of Common Stock immediately prior to the exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Warrantholder on any Business Day prior to the Expiration Date by delivering the Warrant Certificate, with a duly executed Exercise Form with the conversion section completed to the Company, exercising the Conversion Right and specifying the total number of shares of Common Stock the Warrantholder will be issued pursuant is subject to such conversion. (c) Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall meanexercise not having directly resulted in: (i) If violations by the Common Stock is listed on a national Issuer of its obligations under the Listing Rules that regulate exercise of securities exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the principal national securities exchange on which the Common Stock is listed or admitted for trading on the last ten Business Days prior to the Determination Date, or if not listed or traded on any such exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the National Market (the "National Market") of the National Association of Securities Dealers Automated Quotations System ("Nasdaq") on the last ten business days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at the end of each dayconvertible into Shares; or (ii) If less than 25% (or such other minimum percentage threshold as may be prescribed from time to time under the Common Listing Rules that regulate the required public float of companies listed on the Stock Exchange) of the Issuer's then total issued share capital being held by the public as defined in the Listing Rules for such purpose, except that if any such result, event or circumstance described in (i) and/or (ii) above arises from or is not so listed otherwise due to, wholly or admitted to unlisted trading privileges partly and directly or if no such sale is made on at least nine indirectly, act or omission of such daysthe Issuer, then the Fair Market Value above provisions of this Condition 9.1(c) shall be the higher of (x) the Book Value per share, and (y) the fair value as reasonably determined in good faith by the Company's Board of Directors or a duly appointed committee of the Board (which determination shall be reasonably described in the written notice delivered to the Warrantholder together with the Common Stock certificates)not apply.