Common use of Issuance of Warrant Clause in Contracts

Issuance of Warrant. The Parties acknowledge and agree that no later than five days after the Company’s IPO, in consideration of the services to be provided by GRS herein, Company shall issue to GRS a warrant (in the form of the Warrant attached hereto as Exhibit A (the “Warrant”) to purchase up to that number of shares of Company’s Common Stock equal to 5% of the Company’s outstanding Common Stock (calculated on a fully diluted, as converted basis) as of the issuance date of the Warrant (the “Warrant Shares”). Fifty Percent (50%) of the Warrant (the “Initial Tranche”) shall vest retroactively upon execution of the Deal Memo entered into between the Parties dated September 18, 2020 (the “Deal Memo”) and the remaining Fifty Percent (50%) (the “Second Tranche”) shall vest on September 18, 2021, unless, solely with respect to the Second Tranche, the Agreement has been terminated pursuant to Section 5.2 prior to such date. The Warrant shall be exercisable for a period of nine (9) years from the date of issuance (including by way of cashless exercise). The initial traunch of the Warrant shall have an exercise price equal to Five Cents AUD (AUD 0.05) per Warrant Share (subject to adjustment on the terms and conditions set forth in the Warrant). The second traunch of the Warrant shall have an exercise price equal to the lessor of a Fifty Percent (50%) discount to the IPO price or a Fifty Percent (50%) discount to the Company’s share price on the date of vesting. Without limiation to the provisions of Section 6 below, the Initial Tranche shall be subject to a customary “market stand-off agreement” in connection with the Company’s IPO that contains a lock-up period identical to the period applicable to non-affilaite shareholders of the Company, but not more than six (6) months from the date the Company’s IPO. The Company shall cause the Warrant Shares to be included in the Form F-1 registration statement (or any similar registration statement) that the Company files in connection with the Company’s IPO.

Issuance of Warrant. The Parties acknowledge and agree that no later than five days after Concurrently with the Company’s IPOexecution of this Agreement, in consideration of the services to be provided by GRS herein, Company Columbia shall issue to GRS Xxxxxx a warrant (in the form of the Warrant attached hereto as Exhibit A hereto (the “Warrant”, which term as used herein shall include any warrant or warrants issued upon transfer or exchange of the original Warrant) to purchase up to that number of 1,881,809 shares of Company’s Common Stock equal Stock, subject to 5% of adjustment as provided in this Agreement and in the Company’s outstanding Common Stock (calculated on a fully diluted, as converted basis) as of the issuance date of the Warrant (the “Warrant Shares”). Fifty Percent (50%) of the Warrant (the “Initial Tranche”) shall vest retroactively upon execution of the Deal Memo entered into between the Parties dated September 18, 2020 (the “Deal Memo”) and the remaining Fifty Percent (50%) (the “Second Tranche”) shall vest on September 18, 2021, unless, solely with respect to the Second Tranche, the Agreement has been terminated pursuant to Section 5.2 prior to such dateWarrant. The Warrant shall be exercisable for at a period purchase price of nine $37.26 per share, subject to adjustment as provided in the Warrant (9) years from the date of issuance (including by way of cashless exercise“Exercise Price”). The initial traunch So long as the Warrant is outstanding and unexercised, Columbia shall at all times maintain and reserve, free from preemptive rights, such number of authorized but unissued shares of Common Stock as may be necessary so that the Warrant may be exercised, without any additional authorization of Common Stock, after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of Common Stock. Columbia represents and warrants that it has duly authorized the execution and delivery of the Warrant and this Agreement and the issuance of Common Stock upon exercise of the Warrant. Columbia covenants that the shares of Common Stock issuable upon exercise of the Warrant shall have an be, when so issued, duly authorized, validly issued, fully paid and nonassessable and subject to no preemptive rights. The Warrant and the shares of Common Stock to be issued upon exercise price of the Warrant are hereinafter collectively referred to, from time to time, as the “Securities.” So long as the Warrant is owned by Xxxxxx, the Warrant will in no event be exercised for more than that number of shares of Common Stock equal to Five Cents AUD (AUD 0.05) per Warrant Share 1,881,809 (subject to adjustment on the terms and conditions set forth as provided in the Warrant). The second traunch ) less the number of shares of Common Stock at the Warrant shall have an exercise price equal to the lessor of a Fifty Percent (50%) discount to the IPO price or a Fifty Percent (50%) discount to the Company’s share price on the date of vesting. Without limiation to the provisions of Section 6 below, the Initial Tranche shall be subject to a customary “market stand-off agreement” in connection with the Company’s IPO that contains a lock-up period identical to the period applicable to non-affilaite shareholders of the Company, but not more than six (6) months from the date the Company’s IPO. The Company shall cause the Warrant Shares to be included in the Form F-1 registration statement (or any similar registration statement) that the Company files in connection with the Company’s IPOtime owned by Xxxxxx.

Issuance of Warrant. The Parties acknowledge and agree that no later than five days after Concurrently with the Company’s IPOexecution of this Agreement, in consideration of the services to be provided by GRS herein, Company Columbia shall issue to GRS Fxxxxx a warrant (in the form of the Warrant attached hereto as Exhibit A hereto (the “Warrant”, which term as used herein shall include any warrant or warrants issued upon transfer or exchange of the original Warrant) to purchase up to that number of 1,881,809 shares of Company’s Common Stock equal Stock, subject to 5% of adjustment as provided in this Agreement and in the Company’s outstanding Common Stock (calculated on a fully diluted, as converted basis) as of the issuance date of the Warrant (the “Warrant Shares”). Fifty Percent (50%) of the Warrant (the “Initial Tranche”) shall vest retroactively upon execution of the Deal Memo entered into between the Parties dated September 18, 2020 (the “Deal Memo”) and the remaining Fifty Percent (50%) (the “Second Tranche”) shall vest on September 18, 2021, unless, solely with respect to the Second Tranche, the Agreement has been terminated pursuant to Section 5.2 prior to such dateWarrant. The Warrant shall be exercisable for at a period purchase price of nine $37.26 per share, subject to adjustment as provided in the Warrant (9) years from the date of issuance (including by way of cashless exercise“Exercise Price”). The initial traunch So long as the Warrant is outstanding and unexercised, Columbia shall at all times maintain and reserve, free from preemptive rights, such number of authorized but unissued shares of Common Stock as may be necessary so that the Warrant may be exercised, without any additional authorization of Common Stock, after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of Common Stock. Columbia represents and warrants that it has duly authorized the execution and delivery of the Warrant and this Agreement and the issuance of Common Stock upon exercise of the Warrant. Columbia covenants that the shares of Common Stock issuable upon exercise of the Warrant shall have an be, when so issued, duly authorized, validly issued, fully paid and nonassessable and subject to no preemptive rights. The Warrant and the shares of Common Stock to be issued upon exercise price of the Warrant are hereinafter collectively referred to, from time to time, as the “Securities.” So long as the Warrant is owned by Fxxxxx, the Warrant will in no event be exercised for more than that number of shares of Common Stock equal to Five Cents AUD (AUD 0.05) per Warrant Share 1,881,809 (subject to adjustment on the terms and conditions set forth as provided in the Warrant). The second traunch ) less the number of shares of Common Stock at the Warrant shall have an exercise price equal to the lessor of a Fifty Percent (50%) discount to the IPO price or a Fifty Percent (50%) discount to the Company’s share price on the date of vesting. Without limiation to the provisions of Section 6 below, the Initial Tranche shall be subject to a customary “market stand-off agreement” in connection with the Company’s IPO that contains a lock-up period identical to the period applicable to non-affilaite shareholders of the Company, but not more than six (6) months from the date the Company’s IPO. The Company shall cause the Warrant Shares to be included in the Form F-1 registration statement (or any similar registration statement) that the Company files in connection with the Company’s IPOtime owned by Fxxxxx.

Issuance of Warrant. The Parties acknowledge and agree that no later than five days after Concurrently with the Company’s IPOexecution this Agreement, in consideration of the services to be provided by GRS herein, Company First Washington shall issue to GRS Xxxxxx a warrant (in the form of the Warrant attached hereto as Exhibit A hereto (the “Warrant”, which term as used herein shall include any warrant or warrants issued upon transfer or exchange of the original Warrant) to purchase up to that number of 850,000 shares of Company’s Common Stock equal Stock, subject to 5% of adjustment as provided in this Agreement and in the Company’s outstanding Common Stock (calculated on a fully diluted, as converted basis) as of the issuance date of the Warrant (the “Warrant Shares”). Fifty Percent (50%) of the Warrant (the “Initial Tranche”) shall vest retroactively upon execution of the Deal Memo entered into between the Parties dated September 18, 2020 (the “Deal Memo”) and the remaining Fifty Percent (50%) (the “Second Tranche”) shall vest on September 18, 2021, unless, solely with respect to the Second Tranche, the Agreement has been terminated pursuant to Section 5.2 prior to such dateWarrant. The Warrant shall be exercisable for at a period purchase price of nine $21.00 per share, subject to adjustment as provided in the Warrant (9) years from the date of issuance (including by way of cashless exercise“Exercise Price”). The initial traunch So long as the Warrant is outstanding and unexercised, First Washington shall at all times maintain and reserve, free from preemptive rights, such number of authorized but unissued shares of Common Stock as may be necessary so that the Warrant may be exercised, without any additional authorization of Common Stock, after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of Common Stock. First Washington represents and warrants that it has duly authorized the execution and delivery of the Warrant and this Agreement and the issuance of Common Stock upon exercise of the Warrant. First Washington covenants that the shares of Common Stock issuable upon exercise of the Warrant shall have an be, when so issued, duly authorized, validly issued, fully paid and nonassessable and subject to no preemptive rights. The Warrant and the shares of Common Stock to be issued upon exercise price of the Warrant are hereinafter collectively referred to, from time to time, as the “Securities.” So long as the Warrant is owned by Xxxxxx, the Warrant will in no event be exercised for more than that number of shares of Common Stock equal to Five Cents AUD (AUD 0.05) per Warrant Share 850,000 (subject to adjustment on the terms and conditions set forth as provided in the Warrant). The second traunch ) less the number of shares of Common Stock at the Warrant shall have an exercise price equal to the lessor of a Fifty Percent (50%) discount to the IPO price or a Fifty Percent (50%) discount to the Company’s share price on the date of vesting. Without limiation to the provisions of Section 6 below, the Initial Tranche shall be subject to a customary “market stand-off agreement” in connection with the Company’s IPO that contains a lock-up period identical to the period applicable to non-affilaite shareholders of the Company, but not more than six (6) months from the date the Company’s IPO. The Company shall cause the Warrant Shares to be included in the Form F-1 registration statement (or any similar registration statement) that the Company files in connection with the Company’s IPOtime owned by Xxxxxx.

Issuance of Warrant. The Parties acknowledge and agree that no later than five days after Concurrently with the Company’s IPOexecution of this Agreement, in consideration of the services to be provided by GRS herein, Company ------------------- DBC shall issue to GRS FFC a warrant (in the form attached as Schedule 1 hereto (the ---------- "Warrant", which term as used herein shall include any warrant or warrants issued upon transfer or exchange of the Warrant attached hereto as Exhibit A (the “original Warrant”) to purchase up to that number of 1,250,000 shares of Company’s Common Stock (equal to 5approximately 19.9% of the Company’s outstanding Common Stock (calculated on a fully diluted, as converted basis) as taking into consideration shares of the issuance date Common Stock issuable upon exercise of the Warrant (the “Warrant Shares”). Fifty Percent (50%) but excluding any other unissued shares of the Warrant (the “Initial Tranche”) shall vest retroactively upon execution of the Deal Memo entered into between the Parties dated September 18, 2020 (the “Deal Memo”) and the remaining Fifty Percent (50%) (the “Second Tranche”) shall vest on September 18, 2021, unless, solely with respect to the Second Tranche, the Agreement has been terminated such corporation which may be issuable pursuant to Section 5.2 prior any agreement, arrangement or understanding, or upon exercise of conversion or option rights, or otherwise), subject to such dateadjustment as provided in this Agreement and in the Warrant. The Warrant shall be exercisable for at a period purchase price of nine $19.75 per share, i.e., the last sale price of the Common Stock on December 26, 2000, as reported by NASDAQ, subject to adjustment as provided in the Warrant (9) years from the date of issuance (including by way of cashless exercise"Exercise Price"). The initial traunch So long as the Warrant is outstanding and unexercised, DBC shall at all times maintain and reserve, free from preemptive rights, such number of authorized but unissued shares of the Common Stock as may be necessary so that the Warrant may be exercised, without any additional authorization of the Common Stock, after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of the Common Stock. DBC represents and warrants that it has duly authorized the execution and delivery of the Warrant and this Agreement and the issuance of the Common Stock upon exercise of the Warrant. DBC covenants that the shares of the Common Stock issuable upon exercise of the Warrant shall have an be, when so issued, duly authorized, validly issued, fully paid and nonassessable and subject to no preemptive rights. The Warrant and the shares of the Common Stock to be issued upon exercise price of the Warrant are hereinafter collectively referred to, from time to time, as the "Securities." So long as the Warrant is owned by FFC, the Warrant will in no event be exercised for more than that number of shares of the Common Stock equal to Five Cents AUD (AUD 0.05) per Warrant Share 1,250,000 (subject to adjustment on the terms and conditions set forth as provided in the Warrant). The second traunch ) less the number of shares of Common Stock at the Warrant shall have an exercise price equal to the lessor of a Fifty Percent (50%) discount to the IPO price or a Fifty Percent (50%) discount to the Company’s share price on the date of vesting. Without limiation to the provisions of Section 6 below, the Initial Tranche shall be subject to a customary “market stand-off agreement” in connection with the Company’s IPO that contains a lock-up period identical to the period applicable to non-affilaite shareholders of the Company, but not more than six (6) months from the date the Company’s IPO. The Company shall cause the Warrant Shares to be included in the Form F-1 registration statement (or any similar registration statement) that the Company files in connection with the Company’s IPOtime owned by FFC.

Issuance of Warrant. The Parties acknowledge and agree that no later than five days after In consideration for the Company’s IPOexecution by Britannia Hacienda V Limited Partnership, in consideration a Delaware limited partnership ("Landlord") of the services to be provided by GRS hereinBuild-to-Suit Lease dated September 27, 1996 between the Company and Landlord (the "Lease Agreement"), the Company shall issue to GRS each Purchaser, as assignee of part of Landlord's rights under Section 17.19 of the Lease Agreement, concurrently with the execution of this Agreement, a warrant (Warrant in the form of the Warrant attached hereto to this Agreement as Exhibit A (the “"Warrant”") to purchase exercisable for up to that number 1,800 shares (in the case of Brisxxx), 050 shares (in the case of Company’s Common Stock equal to 5% Shushan) or 20,250 shares (in the case of SDK), respectively, of the Company’s outstanding Common 's Series E Preferred Stock (calculated "Shares") at a price of $7.94 per share, beginning on a fully diluted, as converted basis) as the date that Landlord notifies the Company that the work to be constructed by Landlord pursuant to Section 2.4 and Exhibit C of the issuance Lease Agreement on the shell and core of the Building (as that term is defined in the Lease Agreement) and the first phase of the interior improvements of the Building (as more particularly described in the Lease Agreement) is substantially complete (as that term is defined in the Lease Agreement) and such work is, in fact, substantially complete. The period during which the purchase rights represented by the Warrants are exercisable (the "Exercise Period") shall end on the earlier of: (i) five (5) years after the date of the Warrant (the “Warrant Shares”). Fifty Percent (50%) consummation of a public offering of the Warrant (Company that triggers the “Initial Tranche”) shall vest retroactively upon execution automatic conversion of Series E Preferred Stock of the Deal Memo entered Company into between Common Stock under the Parties dated September 18, 2020 Company's Articles of Incorporation (the “Deal Memo”an "Initial Public Offering") and the remaining Fifty Percent or (50%ii) eight (the “Second Tranche”) shall vest on September 18, 2021, unless, solely with respect to the Second Tranche, the Agreement has been terminated pursuant to Section 5.2 prior to such date. The Warrant shall be exercisable for a period of nine (9) 8) years from the date of issuance (including by way of cashless exercise)the Warrants. The initial traunch terms for exercise of the Warrant shall have an exercise price equal to Five Cents AUD (AUD 0.05) per Warrant Share (subject to adjustment on the terms and conditions Warrants are set forth in the Warrant)Warrants. The second traunch Warrant issued to Brisxxx xxxll be registered, for record purposes, in favor of "T. J. Xxxxxxx xxx Elizxxxxx X. Xxxxxxx, xxsband and wife, as community property;" the Warrant shall have an exercise price equal issued to the lessor of a Fifty Percent (50%) discount to the IPO price or a Fifty Percent (50%) discount to the Company’s share price on the date of vesting. Without limiation to the provisions of Section 6 below, the Initial Tranche Shushan shall be subject to a customary “market stand-off agreement” registered, for record purposes, in connection with the Company’s IPO that contains a lock-up period identical to the period applicable to non-affilaite shareholders favor of the Company"Laurxxxx Xxxxxxx xxx Magdxxxxx Xxxxxxx, but not more than six (6) months from the date the Company’s IPO. The Company shall cause the Warrant Shares to be included in the Form F-1 registration statement (or any similar registration statement) that the Company files in connection with the Company’s IPOxxsband and wife, as community property."

Issuance of Warrant. The Parties acknowledge and agree that no later than five days after Concurrently with the Company’s IPOexecution this Agreement, in consideration of the services to be provided by GRS herein, Company ------------------- Somerset shall issue to GRS Xxxxxx a warrant (in the form of the Warrant attached hereto as Exhibit A hereto (the “"Warrant”", which term as used herein shall include any warrant or warrants issued upon transfer or exchange of the original Warrant) to purchase up to that number of 1,008,775 shares of Company’s Common Stock equal Stock, subject to 5% of adjustment as provided in this Agreement and in the Company’s outstanding Common Stock (calculated on a fully diluted, as converted basis) as of the issuance date of the Warrant (the “Warrant Shares”). Fifty Percent (50%) of the Warrant (the “Initial Tranche”) shall vest retroactively upon execution of the Deal Memo entered into between the Parties dated September 18, 2020 (the “Deal Memo”) and the remaining Fifty Percent (50%) (the “Second Tranche”) shall vest on September 18, 2021, unless, solely with respect to the Second Tranche, the Agreement has been terminated pursuant to Section 5.2 prior to such dateWarrant. The Warrant shall be exercisable for at a period purchase price of nine $22.00 per share, subject to adjustment as provided in the Warrant (9) years from the date of issuance (including by way of cashless exercise"Exercise Price"). The initial traunch So long as the Warrant is outstanding and unexercised, Somerset shall at all times maintain and reserve, free from preemptive rights, such number of authorized but unissued shares of Common Stock as may be necessary so that the Warrant may be exercised, without any additional authorization of Common Stock, after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of Common Stock. Somerset represents and warrants that it has duly authorized the execution and delivery of the Warrant and this Agreement and the issuance of Common Stock upon exercise of the Warrant. Somerset covenants that the shares of Common Stock issuable upon exercise of the Warrant shall have an be, when so issued, duly authorized, validly issued, fully paid and nonassessable and subject to no preemptive rights. The Warrant and the shares of Common Stock to be issued upon exercise price of the Warrant are hereinafter collectively referred to, from time to time, as the "Securities." So long as the Warrant is owned by Xxxxxx, the Warrant will in no event be exercised for more than that number of shares of Common Stock equal to Five Cents AUD (AUD 0.05) per Warrant Share 1,008,775 (subject to adjustment on the terms and conditions set forth as provided in the Warrant). The second traunch ) less the number of shares of Common Stock at the Warrant shall have an exercise price equal to the lessor of a Fifty Percent (50%) discount to the IPO price or a Fifty Percent (50%) discount to the Company’s share price on the date of vesting. Without limiation to the provisions of Section 6 below, the Initial Tranche shall be subject to a customary “market stand-off agreement” in connection with the Company’s IPO that contains a lock-up period identical to the period applicable to non-affilaite shareholders of the Company, but not more than six (6) months from the date the Company’s IPO. The Company shall cause the Warrant Shares to be included in the Form F-1 registration statement (or any similar registration statement) that the Company files in connection with the Company’s IPOtime owned by Xxxxxx.

Issuance of Warrant. The Parties acknowledge and agree that no later than five days after Cxxxxxxently with the Company’s IPOexecution of this Agreement, in consideration of the services to be provided by GRS herein, Company Premier shall issue to GRS Fulton a warrant (in the form attached as Schedule 1 hereto (the "WARRXXX," which term as used herein shall include any warrant or warrants issued upon transfer or exchange of the Warrant attached hereto as Exhibit A (the “original Warrant”) to purchase up to that number of 835,000 shares of Company’s Common Stock equal (but in any event not to 5exceed 19.99% of the Company’s outstanding Common Stock (calculated on a fully diluted, as converted basis) as taking into consideration shares of the issuance date Common Stock issuable upon exercise of the Warrant (the “Warrant Shares”). Fifty Percent (50%) but excluding any other unissued shares of the Warrant (the “Initial Tranche”) shall vest retroactively upon execution of the Deal Memo entered into between the Parties dated September 18, 2020 (the “Deal Memo”) and the remaining Fifty Percent (50%) (the “Second Tranche”) shall vest on September 18, 2021, unless, solely with respect to the Second Tranche, the Agreement has been terminated such corporation which may be issuable pursuant to Section 5.2 prior any agreement, arrangement or understanding, or upon exercise of conversion or option rights, or otherwise), subject to such dateadjustment as provided in this Agreement and in the Warrant. The Warrant shall be exercisable for at a period purchase price of nine $17.85 per share, i.e., the last sale price of the Common Stock on January 15, 2003, as reported by AMEX, subject to adjustment as provided in the Warrant (9) years from the date of issuance (including by way of cashless exercise"EXERCISE PRICE"). The initial traunch So long as the Warrant is outstanding and unexercised, Premier shall at all times maintain and reserve, free from preemptive rights, such number of authorized but unissued shares of the Common Stock as may be necessary so that the Warrant may be exercised, without any additional authorization of the Common Stock, after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of the Common Stock. Premier represents and warrants that it has duly authorized the execution and delivery of the Warrant and this Agreement and the issuance of the Common Stock upon exercise of the Warrant. Premier covenants that the shares of the Common Stock issuable upon exercise of the Warrant shall have an be, when so issued, duly authorized, validly issued, fully paid and nonassessable and subject to no preemptive rights. The Warrant and the shares of the Common Stock to be issued upon exercise price of the Warrant are hereinafter collectively referred to, from time to time, as the "SECURITIES." So long as the Warrant is owned by Fulton, the Warrant will in no event be exercised for more than that xxxxxx of shares of the Common Stock equal to Five Cents AUD (AUD 0.05) per Warrant Share 835,000 (subject to adjustment on the terms and conditions set forth as provided in the Warrant). The second traunch ) less the number of shares of Common Stock at the Warrant shall have an exercise price equal to the lessor of a Fifty Percent (50%) discount to the IPO price or a Fifty Percent (50%) discount to the Company’s share price on the date of vesting. Without limiation to the provisions of Section 6 below, the Initial Tranche shall be subject to a customary “market stand-off agreement” in connection with the Company’s IPO that contains a lock-up period identical to the period applicable to non-affilaite shareholders of the Company, but not more than six (6) months from the date the Company’s IPO. The Company shall cause the Warrant Shares to be included in the Form F-1 registration statement (or any similar registration statement) that the Company files in connection with the Company’s IPOtime owned by Fulton.

Issuance of Warrant. The Parties acknowledge (a) This Agreement is being executed and agree that no later than five days after delivered and the Company’s IPOPriority Warrant is being issued herein prior to the completion of a "fairness opinion" requested by the Company from Hoak, in consideration Breedlove and Wxxxxskx xx Xxxxas, Texax. Xxxx opinion is expected to address the question of whether the services to be provided by GRS herein, Company shall issue to GRS a warrant (in the form of the Warrant attached hereto as Exhibit A (the “Warrant”) to purchase up to that number of shares of Company’s Common Stock of the Company issuable on exercise of the Priority Warrant of 42,377,173 shares of Common Stock in consideration of Rice's subordinated debt being advanced to Southland by Rice and evidenced by the Priority Note is fair to the shareholders of the Company from a financial point of view. If the substance of the fairness opinion indicates that the "fair" number of shares of Common Stock issuable on exercise of the Priority Warrant as consideration for such financing to Southland under the Priority Note Agreement would be equal to 5% or greater than the number of shares issuable on exercise of the Company’s outstanding Priority Warrant actually issued to Rice hereunder, then no change shall be made to the number of shares issuable under the Priority Warrant. However, if such fairness opinion indicates that the number of shares of Common Stock (calculated issuable on a fully diluted, as converted basis) as exercise of the issuance date of the Priority Warrant (the “Warrant Shares”). Fifty Percent (50%) of the Warrant (the “Initial Tranche”) shall vest retroactively upon execution of the Deal Memo entered into between the Parties dated September 18, 2020 (the “Deal Memo”) and the remaining Fifty Percent (50%) (the “Second Tranche”) shall vest on September 18, 2021, unless, solely with respect issuable to Rice is not fair to the Second Tranche, the Agreement has been terminated pursuant to Section 5.2 prior to such date. The Warrant shall be exercisable for a period of nine (9) years from the date of issuance (including by way of cashless exercise). The initial traunch of the Warrant shall have an exercise price equal to Five Cents AUD (AUD 0.05) per Warrant Share (subject to adjustment on the terms and conditions set forth in the Warrant). The second traunch of the Warrant shall have an exercise price equal to the lessor of a Fifty Percent (50%) discount to the IPO price or a Fifty Percent (50%) discount to the Company’s share price on the date of vesting. Without limiation to the provisions of Section 6 below, the Initial Tranche shall be subject to a customary “market stand-off agreement” in connection with the Company’s IPO that contains a lock-up period identical to the period applicable to non-affilaite shareholders of the Company, but then (i) the number of shares of Common Stock that may be issued on exercise of the Priority Warrant shall be reduced to the number which the fairness opinion determines is fair (if so stated), (ii) Rice shall exchange the Priority Warrant issued originally hereunder for a new, appropriate Priority Warrant reflecting the "fair" number of Issuable Warrant Shares, and (iii) the provisions of this Agreement and the Other Purchase Agreements shall be adjusted to reflect such reduction, all with the purpose and intent of reflecting the conclusions reached in such fairness opinion. Notwithstanding the foregoing, if either the Company or Rice disagree with the methodology or findings of the "fairness opinion" or such opinion shall not more than six (6) months from state what number of shares should be issued to be "fair", the date the Company’s IPO. The Company and Rice shall cause the negotiate in good faith to agree upon an appropriate number of Issuable Warrant Shares to be included owned by Rice. If the Company and Rice are unable to so agree within thirty (30) days after receipt of the "fairness opinion" (or a determination that a fairness level will not be available from the opining firm), then, on Rice's request and at the Company's expense, such parties shall select an Appraiser (in accordance with the procedure set forth in the Form F-1 registration statement (or any similar registration statementdefinition of Appraised Value) to determine the number of Warrant Shares that should be issued to Rice to fairly compensate Rice for its $1,250,000 subordinated debt advance made to Southland pursuant to this Priority Note Agreement. Such determination shall be made by such Appraiser in a manner which, to the Company files greatest extent applicable, utilizes the principles and methodologies described in connection with the Company’s IPOdefinition of "Appraised Value" in Article I above.

Issuance of Warrant. The Parties acknowledge and agree that no later than five days after Concurrently with the Company’s IPOexecution of this ------------------- Agreement, in consideration of the services to be provided by GRS herein, Company SFC shall issue to GRS FFC a warrant (in the form attached as Schedule 1 ---------- hereto (the "Warrant", which term as used herein shall include any warrant or warrants issued upon transfer or exchange of the Warrant attached hereto as Exhibit A (the “original Warrant”) to purchase up to that number of 625,000 shares of Company’s Common Stock equal Stock, subject to 5% of adjustment as provided in this Agreement and in the Company’s outstanding Common Stock (calculated on a fully diluted, as converted basis) as of the issuance date of the Warrant (the “Warrant Shares”). Fifty Percent (50%) of the Warrant (the “Initial Tranche”) shall vest retroactively upon execution of the Deal Memo entered into between the Parties dated September 18, 2020 (the “Deal Memo”) and the remaining Fifty Percent (50%) (the “Second Tranche”) shall vest on September 18, 2021, unless, solely with respect to the Second Tranche, the Agreement has been terminated pursuant to Section 5.2 prior to such dateWarrant. The Warrant shall be exercisable for at a period purchase price of nine $10.25 per share, subject to adjustment as provided in the Warrant (9) years from the date of issuance (including by way of cashless exercise"Exercise Price"). The initial traunch So long as the Warrant is outstanding and unexercised, SFC shall at all times maintain and reserve, free from preemptive rights, such number of authorized but unissued shares of the Common Stock as may be necessary so that the Warrant may be exercised, without any additional authorization of the Common Stock, after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of the Common Stock. SFC represents and warrants that it has duly authorized the execution and delivery of the Warrant and this Agreement and the issuance of the Common Stock upon exercise of the Warrant. SFC covenants that the shares of the Common Stock issuable upon exercise of the Warrant shall have an be, when so issued, duly authorized, validly issued, fully paid and nonassessable and subject to no preemptive rights. The Warrant and the shares of the Common Stock to be issued upon exercise price of the Warrant are hereinafter collectively referred to, from time to time, as the "Securities." So long as the Warrant is owned by FFC, the Warrant will in no event be exercised for more than that number of shares of the Common Stock equal to Five Cents AUD (AUD 0.05) per Warrant Share 625,000 (subject to adjustment on the terms and conditions set forth as provided in the Warrant). The second traunch ) less the number of shares of Common Stock at the Warrant shall have an exercise price equal to the lessor of a Fifty Percent (50%) discount to the IPO price or a Fifty Percent (50%) discount to the Company’s share price on the date of vesting. Without limiation to the provisions of Section 6 below, the Initial Tranche shall be subject to a customary “market stand-off agreement” in connection with the Company’s IPO that contains a lock-up period identical to the period applicable to non-affilaite shareholders of the Company, but not more than six (6) months from the date the Company’s IPO. The Company shall cause the Warrant Shares to be included in the Form F-1 registration statement (or any similar registration statement) that the Company files in connection with the Company’s IPOtime owned by FFC.

Issuance of Warrant. The Parties acknowledge and agree that no later than five days after Concurrently with the Company’s IPOexecution of this Agreement, in consideration of the services to be provided by GRS herein, Company SFC shall issue to GRS FFC a warrant (in the form attached as Schedule 1 hereto (the "Warrant", which term as used herein shall include any warrant or warrants issued upon transfer or exchange of the Warrant attached hereto as Exhibit A (the “original Warrant”) to purchase up to that number of 625,000 shares of Company’s Common Stock equal Stock, subject to 5% of adjustment as provided in this Agreement and in the Company’s outstanding Common Stock (calculated on a fully diluted, as converted basis) as of the issuance date of the Warrant (the “Warrant Shares”). Fifty Percent (50%) of the Warrant (the “Initial Tranche”) shall vest retroactively upon execution of the Deal Memo entered into between the Parties dated September 18, 2020 (the “Deal Memo”) and the remaining Fifty Percent (50%) (the “Second Tranche”) shall vest on September 18, 2021, unless, solely with respect to the Second Tranche, the Agreement has been terminated pursuant to Section 5.2 prior to such dateWarrant. The Warrant shall be exercisable for at a period purchase price of nine $10.25 per share, subject to adjustment as provided in the Warrant (9) years from the date of issuance (including by way of cashless exercise"Exercise Price"). The initial traunch So long as the Warrant is outstanding and unexercised, SFC shall at all times maintain and reserve, free from preemptive rights, such number of authorized but unissued shares of the Common Stock as may be necessary so that the Warrant may be exercised, without any additional authorization of the Common Stock, after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of the Common Stock. SFC represents and warrants that it has duly authorized the execution and delivery of the Warrant and this Agreement and the issuance of the Common Stock upon exercise of the Warrant. SFC covenants that the shares of the Common Stock issuable upon exercise of the Warrant shall have an be, when so issued, duly authorized, validly issued, fully paid and nonassessable and subject to no preemptive rights. The Warrant and the shares of the Common Stock to be issued upon exercise price of the Warrant are hereinafter collectively referred to, from time to time, as the "Securities." So long as the Warrant is owned by FFC, the Warrant will in no event be exercised for more than that number of shares of the Common Stock equal to Five Cents AUD (AUD 0.05) per Warrant Share 625,000 (subject to adjustment on the terms and conditions set forth as provided in the Warrant). The second traunch ) less the number of shares of Common Stock at the Warrant shall have an exercise price equal to the lessor of a Fifty Percent (50%) discount to the IPO price or a Fifty Percent (50%) discount to the Company’s share price on the date of vesting. Without limiation to the provisions of Section 6 below, the Initial Tranche shall be subject to a customary “market stand-off agreement” in connection with the Company’s IPO that contains a lock-up period identical to the period applicable to non-affilaite shareholders of the Company, but not more than six (6) months from the date the Company’s IPO. The Company shall cause the Warrant Shares to be included in the Form F-1 registration statement (or any similar registration statement) that the Company files in connection with the Company’s IPOtime owned by FFC.

Issuance of Warrant. The Parties acknowledge and agree that no later than five days after Concurrently with the Company’s IPOexecution of this Agreement, in consideration of the services to be provided by GRS herein, Company Premier shall issue to GRS Xxxxxx a warrant (in the form attached as Schedule 1 hereto (the "Warrant," which term as used herein shall include any warrant or warrants issued upon transfer or exchange of the Warrant attached hereto as Exhibit A (the “original Warrant”) to purchase up to that number of 835,000 shares of Company’s Common Stock equal (but in any event not to 5exceed 19.99% of the Company’s outstanding Common Stock (calculated on a fully diluted, as converted basis) as taking into consideration shares of the issuance date Common Stock issuable upon exercise of the Warrant (the “Warrant Shares”). Fifty Percent (50%) but excluding any other unissued shares of the Warrant (the “Initial Tranche”) shall vest retroactively upon execution of the Deal Memo entered into between the Parties dated September 18, 2020 (the “Deal Memo”) and the remaining Fifty Percent (50%) (the “Second Tranche”) shall vest on September 18, 2021, unless, solely with respect to the Second Tranche, the Agreement has been terminated such corporation which may be issuable pursuant to Section 5.2 prior any agreement, arrangement or understanding, or upon exercise of conversion or option rights, or otherwise), subject to such dateadjustment as provided in this Agreement and in the Warrant. The Warrant shall be exercisable for at a period purchase price of nine $17.85 per share, i.e., the last sale price of the Common Stock on January 15, 2003, as reported by AMEX, subject to adjustment as provided in the Warrant (9) years from the date of issuance (including by way of cashless exercise"Exercise Price"). The initial traunch So long as the Warrant is outstanding and unexercised, Premier shall at all times maintain and reserve, free from preemptive rights, such number of authorized but unissued shares of the Common Stock as may be necessary so that the Warrant may be exercised, without any additional authorization of the Common Stock, after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of the Common Stock. Premier represents and warrants that it has duly authorized the execution and delivery of the Warrant and this Agreement and the issuance of the Common Stock upon exercise of the Warrant. Premier covenants that the shares of the Common Stock issuable upon exercise of the Warrant shall have an be, when so issued, duly authorized, validly issued, fully paid and nonassessable and subject to no preemptive rights. The Warrant and the shares of the Common Stock to be issued upon exercise price of the Warrant are hereinafter collectively referred to, from time to time, as the "Securities." So long as the Warrant is owned by Xxxxxx, the Warrant will in no event be exercised for more than that number of shares of the Common Stock equal to Five Cents AUD (AUD 0.05) per Warrant Share 835,000 (subject to adjustment on the terms and conditions set forth as provided in the Warrant). The second traunch ) less the number of shares of Common Stock at the Warrant shall have an exercise price equal to the lessor of a Fifty Percent (50%) discount to the IPO price or a Fifty Percent (50%) discount to the Company’s share price on the date of vesting. Without limiation to the provisions of Section 6 below, the Initial Tranche shall be subject to a customary “market stand-off agreement” in connection with the Company’s IPO that contains a lock-up period identical to the period applicable to non-affilaite shareholders of the Company, but not more than six (6) months from the date the Company’s IPO. The Company shall cause the Warrant Shares to be included in the Form F-1 registration statement (or any similar registration statement) that the Company files in connection with the Company’s IPOtime owned by Xxxxxx.

Issuance of Warrant. The Parties acknowledge and agree that no later than five days after Concurrently with the Company’s IPO, in consideration execution of the services to be provided by GRS hereinMerger Agreement and this Agreement, Company Resource shall issue to GRS Xxxxxx a warrant (in the form of the Warrant attached hereto as Exhibit A hereto (the “Warrant”, which term as used herein shall include any warrant or warrants issued upon transfer or exchange of the original Warrant) to purchase up to that number of 990,000 shares of Company’s Common Stock equal Stock, subject to 5% of adjustment as provided in this Agreement and in the Company’s outstanding Common Stock (calculated on a fully diluted, as converted basis) as of the issuance date of the Warrant (the “Warrant Shares”). Fifty Percent (50%) of the Warrant (the “Initial Tranche”) shall vest retroactively upon execution of the Deal Memo entered into between the Parties dated September 18, 2020 (the “Deal Memo”) and the remaining Fifty Percent (50%) (the “Second Tranche”) shall vest on September 18, 2021, unless, solely with respect to the Second Tranche, the Agreement has been terminated pursuant to Section 5.2 prior to such dateWarrant. The Warrant shall be exercisable for at a period purchase price of nine $37.659 per share, subject to adjustment as provided in the Warrant (9) years from the date of issuance (including by way of cashless exercise“Exercise Price”). The initial traunch So long as the Warrant is outstanding and unexercised, Resource shall at all times maintain and reserve, free from preemptive rights, such number of authorized but unissued shares of Common Stock as may be necessary so that the Warrant may be exercised, without any additional authorization of Common Stock, after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of Common Stock. Resource represents and warrants that it has duly authorized the execution and delivery of the Warrant and this Agreement and the issuance of Common Stock upon exercise of the Warrant. Resource covenants that the shares of Common Stock issuable upon exercise of the Warrant shall have an be, when so issued, duly authorized, validly issued, fully paid and nonassessable and subject to no preemptive rights. The Warrant and the shares of Common Stock to be issued upon exercise price of the Warrant are hereinafter collectively referred to, from time to time, as the “Securities.” So long as the Warrant is owned by Xxxxxx, the Warrant will in no event be exercised for more than that number of shares of Common Stock equal to Five Cents AUD (AUD 0.05) per Warrant Share 990,000 (subject to adjustment on the terms and conditions set forth as provided in the Warrant). The second traunch ) less the number of shares of Common Stock at the Warrant shall have an exercise price equal to the lessor of a Fifty Percent (50%) discount to the IPO price or a Fifty Percent (50%) discount to the Company’s share price on the date of vesting. Without limiation to the provisions of Section 6 below, the Initial Tranche shall be subject to a customary “market stand-off agreement” in connection with the Company’s IPO that contains a lock-up period identical to the period applicable to non-affilaite shareholders of the Company, but not more than six (6) months from the date the Company’s IPO. The Company shall cause the Warrant Shares to be included in the Form F-1 registration statement (or any similar registration statement) that the Company files in connection with the Company’s IPOtime owned by Xxxxxx.

Issuance of Warrant. The Parties acknowledge and agree that no later than five days after Company is currently seeking to raise funding through a $2,000,000 convertible note financing, the Company’s IPOmaterial terms of which are set forth on Exhibit A attached hereto (the "New Financing"). Upon the Company closing a minimum of $550,000 in connection with the New Financing (such closing to be, in consideration of the services to be except as otherwise provided by GRS herein, upon the material terms set forth on Exhibit A attached hereto) the Company shall will issue to GRS Shareholder a warrant (warrant, in the form of the Warrant attached hereto as Exhibit A B (the “"Warrant”) "), to purchase up to that a number of shares of the Company’s 's common stock (the "Common Stock Stock") equal to 5% two (2) times the number of shares of the Company’s outstanding 's Common Stock (calculated on a fully dilutedas adjusted for the Company's February, 2003 1:25 reverse split) purchased by Shareholder under the Subscription Agreement. Except as converted basis) as of otherwise provided in the issuance date of Warrant, the Warrant (the “Warrant Shares”). Fifty Percent (50%) of the Warrant (the “Initial Tranche”) shall vest retroactively upon execution of the Deal Memo entered into between the Parties dated September 18, 2020 (the “Deal Memo”) and the remaining Fifty Percent (50%) (the “Second Tranche”) shall vest on September 18, 2021, unless, solely with respect to the Second Tranche, the Agreement has been terminated pursuant to Section 5.2 prior to such date. The Warrant shall will be exercisable for a period of nine three (93) years from following the date of issuance (including by way of cashless exercise). The initial traunch of the Warrant shall and have an exercise price equal to Five Cents AUD (AUD 0.05) per Warrant Share share of $0.50 (subject to adjustment on the terms and conditions as set forth in the Warrant). The second traunch Shareholder acknowledges and agrees that upon receipt of the Warrant Shareholder shall have an no other rights under the Subscription Agreement, and the Company shall have no other obligations to the Shareholder under the Subscription Agreement, with respect to (a) the convertible note financing completed by the Company in November 2002 and/or (b) the New Financing. Notwithstanding any other provision of this Letter Agreement, the Company and Shareholder acknowledge and agree that the conversion and warrant price of the New Financing may need to be adjusted to take into account the issuance of the Warrant; provided, however, that in no event shall the final conversion and warrant price of the New Financing be less than the exercise price equal to the lessor of a Fifty Percent (50%) discount to the IPO price or a Fifty Percent (50%) discount to the Company’s share price on the date of vesting. Without limiation to the provisions of Section 6 below, the Initial Tranche shall be subject to a customary “market stand-off agreement” in connection with the Company’s IPO that contains a lock-up period identical to the period applicable to non-affilaite shareholders of the Company, but not more than six (6) months from the date the Company’s IPOWarrant. The Company shall cause represents and warrants that (a) the form of Warrant Shares attached hereto as Exhibit B is the form of warrant to be included issued to investors in the Form F-1 registration statement New Financing, and (or any similar registration statementb) that it will use best efforts to raise the Company files in connection with entire $2,000,000 contemplated by the Company’s IPO.New Financing summary of terms attached hereto as Exhibit A.

Issuance of Warrant. The Parties acknowledge (a) This Agreement is being executed and agree that no later than five days after delivered and the Company’s IPOSecond Supplemental Warrant is being issued herein prior to the completion of a "fairness opinion" requested by the Company from Hoak, in consideration Breedlove and Xxsnxxxx xx Dallas, Xxxxx. Such opinion is expected to address the question of whether the services to be provided by GRS herein, Company shall issue to GRS a warrant (in the form of the Warrant attached hereto as Exhibit A (the “Warrant”) to purchase up to that number of shares of Company’s Common Stock of the Company issuable on exercise of the Second Supplemental Warrant of 8,475,402 shares of Common Stock in consideration of Rice's investment of 1,250 shares of Second Supplemental Preferred Stock in the Company is fair to the shareholders of the Company from a financial point of view. If the substance of the fairness opinion indicates that the "fair" number of shares of Common Stock issuable on exercise of the Second Supplemental Warrant as consideration for such investment in the Company would be equal to 5% or greater than the number of shares issuable on exercise of the Company’s outstanding Second Supplemental Warrant actually issued to Rice hereunder, then no change shall be made to the number of shares issuable under the Second Supplemental Warrant. However, if such fairness opinion indicates that the number of shares of Common Stock (calculated issuable on a fully diluted, as converted basis) as exercise of the issuance date of the Second Supplemental Warrant (the “Warrant Shares”). Fifty Percent (50%) of the Warrant (the “Initial Tranche”) shall vest retroactively upon execution of the Deal Memo entered into between the Parties dated September 18, 2020 (the “Deal Memo”) and the remaining Fifty Percent (50%) (the “Second Tranche”) shall vest on September 18, 2021, unless, solely with respect issuable to Rice is not fair to the Second Tranche, the Agreement has been terminated pursuant to Section 5.2 prior to such date. The Warrant shall be exercisable for a period of nine (9) years from the date of issuance (including by way of cashless exercise). The initial traunch of the Warrant shall have an exercise price equal to Five Cents AUD (AUD 0.05) per Warrant Share (subject to adjustment on the terms and conditions set forth in the Warrant). The second traunch of the Warrant shall have an exercise price equal to the lessor of a Fifty Percent (50%) discount to the IPO price or a Fifty Percent (50%) discount to the Company’s share price on the date of vesting. Without limiation to the provisions of Section 6 below, the Initial Tranche shall be subject to a customary “market stand-off agreement” in connection with the Company’s IPO that contains a lock-up period identical to the period applicable to non-affilaite shareholders of the Company, but then (i) the number of shares of Common Stock that may be issued on exercise of the Second Supplemental Warrant shall be reduced to the number which the fairness opinion determines is fair (if so stated), (ii) Rice shall exchange the Second Supplemental Warrant issued originally hereunder for a new, appropriate Second Supplemental Warrant reflecting the "fair" number of Issuable Warrant Shares, and (iii) the provisions of this Agreement and the Other Purchase Agreements shall be adjusted to reflect such reduction, all with the purpose and intent of reflecting the conclusions reached in such fairness opinion. Notwithstanding the foregoing, if either the Company or Rice disagree with the methodology or findings of the "fairness opinion" or such opinion shall not more than six (6) months from state what number of shares should be issued to be "fair", the date the Company’s IPO. The Company and Rice shall cause the negotiate in good faith to agree upon an appropriate number of Issuable Warrant Shares to be included owned by Rice. If the Company and Rice are unable to so agree within thirty (30) days after receipt of the "fairness opinion" (or a determination that a fairness level will not be available from the opining firm), then, on Rice's request and at the Company's expense, such parties shall select an Appraiser (in accordance with the procedure set forth in the Form F-1 registration statement (or any similar registration statementdefinition of Appraised Value) to determine the number of Warrant Shares that should be issued to Rice to fairly compensate Rice for its $250,000 Preferred Stock investment made in the Company files pursuant to this Agreement (and the Second Supplemental Purchase Agreement). Such determination shall be made by such Appraiser in connection with a manner which, to the Company’s IPOgreatest extent applicable, utilizes the principles and methodologies described in the definition of "Appraised Value" in Article I of the Preferred Stock and Warrant Purchase Agreement.