Common use of Put and Call Options Clause in Contracts

Put and Call Options. 8.1 The Put and Call Options referred to in this clause will be conditional upon the Investor paying the Subscription Balance in accordance with clause 4. If the Subscription Balance is not paid in accordance with such clause the Put and Call Options referred to in this clause will lapse and be of no further force or effect. 8.2 GMN hereby grants the Investor the right to sell to GMN and to require GMN to purchase the Subscription Shares in accordance with the provisions of this clause ("PUT OPTION"). 8.3 The Investor grants GMN the right to purchase from the Investor and to require the Investor to sell the Subscription Shares in accordance with the provisions of this clause ("CALL OPTION"). 8.4 Provided that the Call Option Notice has not been previously served pursuant to clause 8.5, the Investor may exercise the Put Option on one occasion only in relation to all the Subscription Shares at any time before 31 December 2007 by not less than 7 days' notice in writing to GMN ("PUT OPTION NOTICE"). If a Put Option Notice is served in accordance with this clause and the Subscription Shares have been sold and transferred to GMN pursuant to such notice, the Call Option will lapse and be of no further force or effect. 8.5 Provided that a Put Option Notice has not been previously served pursuant to clause 8.4, the Call Option may be exercised by GMN at any time after the date on which South African exchange control regulations are abolished (as defined below), on not less than 7 days notice in writing to the Investor ("CALL OPTION NOTICE"), or on 31 December 2007 whichever is the earlier. Unless previously exercised, GMN will be deemed to have exercised the Call Option on 31 December 2007 unless GMN shall have given 10 days prior written notice that the Call Option should not be exercised on that date. For the purpose of this clause 8.5 South African exchange controls shall be deemed to have been abolished on the earlier of the effective date on which: 8.5.1 South African exchange controls are abolished in their entirety; or 8.5.2 South African exchange controls are modified to the extent that there is no material restriction, prohibition, hindrance or similar encumbrance, on the Investor holding a minority shareholding in GMN. 8.6 The Investor will use its best endeavours to obtain as soon as practicable any approvals from the South African Reserve Bank or from any other relevant body ("APPROVALS") which may be necessary to enable the transactions contemplated by the exercise of the Call Option to take place. The Investor will: 8.6.1 keep GMN fully and promptly informed on the progress of its application for the Approvals ("Applications"), and promptly notify GMN on obtaining the Approvals; and 8.6.2 promptly supply GMN with copies of such documents in relation to the Applications as GMN shall from time to time request; and 8.6.3 promptly take all action as GMN shall from time to time reasonably require in relation to the Applications and to obtain the Approvals. 8.7 The consideration for the Subscription Shares under this clause shall be the issue and allotment to the Investor of 523.2611341 ordinary shares of US$1.00 each in GMN, currently representing approximately 14.3% of the issued share capital of GMN on a fully diluted basis ("CONSIDERATION SHARES").

Put and Call Options. 8.1 The Put and Call Options referred to in this clause will be conditional upon the Investor paying the Subscription Balance in accordance with clause 4. If the Subscription Balance is not paid in accordance with such clause the Put and Call Options referred to in this clause will lapse and be of no further force or effect. 8.2 GMN hereby grants the Investor 1) SMX shall have the right to terminate its Warrants or, if exercised, redeem all of its Shares in the event that any of the following occurs (the “Put Option”), subject to a ten (10) days written notice to FREYR (the “Put Option Notice”): (i) FREYR materially fails to perform or materially breaches any obligation or warranties under this Agreement and such failure or breach is not cured within thirty (30) days after dispatch of the notice requesting by SMX to remedy the breach; (ii) three (3) years have passed since SMX subscribed for the Warrants and no supply agreement has been entered into between FREYR and SMX; or (iii) as long as SMX has not exercised the Warrants; either ATS Next AS, Teknovekst NUF, or EDGE Global LLC (the “Major Shareholders”) sell to GMN or transfer all of its Shares. If SMX exercises its Put Option, the Service Fee of EUR 375,000 shall become due and to require GMN to purchase payable in cash. FRYER shall also pay interest on the Subscription Service Fee of EUR 375,000 at the rate of 2% per annum, which accrues on a daily basis, from the Warrants Issuance Date until payment of the Service Fee of EUR 375,000. The termination of Warrants or redemption of Shares (as applicable) by SMX and the payment by FREYR of the Service Fee together with the interests shall be completed within 14 days after FREYR has received the Put Option Notice. 2) The Put Option shall automatically terminate at the earliest of (i) a Qualified Transaction Event (as defined below) having occurred, or (ii) at September 30, 2023. 3) In the event that it becomes apparent that a Qualified Transaction Event will occur, FREYR may notify SMX of it in writing (the “Call Option Notice”) no later than ten (10) days before the closing of the Qualified Transaction Event. Only if FREYR has issued the Call Option Notice in accordance with the provisions of this clause ("PUT OPTION"). 8.3 The Investor grants GMN preceding sentence, FREYR shall have the right to purchase from terminate the Investor and to require Warrants unless the Investor to sell the Subscription Shares in accordance with the provisions of this clause ("CALL OPTION"). 8.4 Provided that Warrants have been exercised within 10 days after SMX has received the Call Option Notice has not been previously served pursuant from FREYR, provided however that the Warrants must be exercised, and the Shares issued, prior to clause 8.5, closing of the Investor may exercise Qualified Transaction Event (the Put Option on one occasion only in relation to all the Subscription Shares at any time before 31 December 2007 by not less than 7 days' notice in writing to GMN ("PUT OPTION NOTICE"“Call Option”). If a Put Option Notice is served FREYR exercises its Call Option, SMX shall have the right to elect to receive payment in accordance with this clause and cash in lieu of exercising the Subscription Shares have been sold and transferred to GMN pursuant to such notice, the Call Option will lapse and be Warrants of no further force or effect. 8.5 Provided that a Put Option Notice has not been previously served pursuant to clause 8.4, the Call Option may be exercised by GMN at any time after the date on which South African exchange control regulations are abolished (as defined below), on not less than 7 days notice in writing an amount equal to the Investor ("CALL OPTION NOTICE"), or on 31 December 2007 whichever is the earlier. Unless previously exercised, GMN will be deemed Service Fee of EUR 375,000 in addition to have exercised the Call Option on 31 December 2007 unless GMN shall have given 10 days prior written notice that the Call Option should not be exercised on that date. For the purpose of this clause 8.5 South African exchange controls shall be deemed to have been abolished interest on the earlier Service Fee of EUR 375,000 at the rate of 2% per annum, which accrues on a daily basis, from the Warrants Issuance Date until payment of the effective date on which: 8.5.1 South African exchange controls are abolished in their entirety; or 8.5.2 South African exchange controls are modified to the extent that there is no material restriction, prohibition, hindrance or similar encumbrance, on the Investor holding a minority shareholding in GMNService Fee of EUR 375,000. 8.6 The Investor will use its best endeavours to obtain as soon as practicable any approvals from the South African Reserve Bank or from any other relevant body ("APPROVALS") which may be necessary to enable the transactions contemplated by the exercise of the Call Option to take place. The Investor will: 8.6.1 keep GMN fully and promptly informed on the progress of its application for the Approvals ("Applications"), and promptly notify GMN on obtaining the Approvals; and 8.6.2 promptly supply GMN with copies of such documents in relation to the Applications as GMN shall from time to time request; and 8.6.3 promptly take all action as GMN shall from time to time reasonably require in relation to the Applications and to obtain the Approvals. 8.7 The consideration for the Subscription Shares under this clause shall be the issue and allotment to the Investor of 523.2611341 ordinary shares of US$1.00 each in GMN, currently representing approximately 14.3% of the issued share capital of GMN on a fully diluted basis ("CONSIDERATION SHARES").