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 (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 ▇▇sn▇▇▇▇ ▇▇ Dallas, ▇▇▇▇▇. 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 a manner which, to the greatest 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. (b) The Warrant described in Section 4.01 hereof shall be issued on the Closing Date, but shall be authorized and exercisable in accordance with and subject to the following conditions: (i) The Common Shareholder Approval authorizing an increase in the authorized shares of Common Stock to not less than 150,000,000 shares and the Preferred Shareholder Approval authorizing the issuance of the Priority Warrant shall be obtained; and (ii) The Company shall have issued a proxy statement to its shareholders of record referring to the transactions contemplated in this Agreement; (iii) The Amendment to the Certificate to increase the authorized shares of Common Stock to the level set forth in Section 4.02(b)(i) above shall have duly approved and filed with the Company’s IPOSecretary of State in the State of Florida; and (iv) the "fairness opinion" described above shall have been issued or a final agreement or resolution shall have been reached by the Company and Rice under this Section with respect to the number of shares issuable on exercise of the Priority Warrant. (c) Notwithstanding the provisions of Section 4.02(a) above, the maximum number of shares issuable upon exercise of the Priority Warrant and the Second Supplemental Warrant (as defined in the Other Purchase Agreements) in the aggregate, shall not exceed sixty-five percent (65%) of the Capital Stock outstanding (excluding, for purposes of such percentage calculation, the shares issuable upon exercise of the Priority Warrant and the Second Supplemental Warrant), as of the date the conditions in paragraph (b) above are fully satisfied.

Issuance of Warrant. The Parties acknowledge (a) Borrower agrees to execute, deliver 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 Lender, or to an affiliate of Lender designated in writing by Lender, a warrant (Warrant Agreement evidencing the right to purchase shares of Borrower’s Common Stock in the form of the Warrant attached hereto as Exhibit A I hereto (the “Warrant”), on the earliest to occur of: (i) within five (5) Business Days following Borrower’s receipt of the vote, consent or approval of its stockholders necessary to purchase up amend Borrower’s Certificate of Incorporation to increase the authorized Common Stock of Borrower by an amount sufficient to provide for the issuance of all shares issuable upon exercise in full of the Warrant, (ii) as of immediately prior to the closing of an Acquisition (as defined below), and (iii) in addition to, and not in lieu of, Borrower’s obligations under Section 2.5 above, the payment or prepayment in full of all Advances and other obligations of Borrower under this Agreement. (b) The Exercise Price (as defined in the Warrant) initially, upon issuance of the Warrant, shall be the lowest of (i) $1.71, (ii) the closing price of a share of Common Stock as reported on NASDAQ-CM on the date hereof, and (iii) the lowest VWAP of a share of Common Stock as reported on NASDAQ-CM in any consecutive three (3) trading days during the thirty (30) consecutive trading day period immediately prior to the date hereof or the thirty (30) consecutive trading day period immediately prior to the date of issuance of the Warrant; provided, that in the case of the issuance of this Warrant pursuant to clause (ii) or (iii) of Section 7.4(a), the Exercise Price shall be determined without reference to the VWAP of a share of Common Stock within the thirty (30) consecutive trading day period immediately prior to the date of issuance of the Warrant, but otherwise in accordance with this Section 7.4. The 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 which the Warrant shall have an exercise initially, upon issuance, be exercisable shall equal (x) $775,000, divided by (y) the initial Exercise Price as determined in accordance with this Section 7.4. (c) As used herein, “VWAP” means volume-weighted average price equal to Five Cents AUD and shall equal, for any period, (AUD 0.05i) per Warrant Share the sum of (subject to adjustment on x) the terms and conditions set forth in price of each individual trade during such period, multiplied by (y) the Warrant). The second traunch volume of such individual trade, divided by (ii) the sum of the Warrant shall have an exercise price equal to the lessor volume 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 vestingeach such individual trade during such period, excluding all cross trades and basket cross trades during such period. 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.In formula form:

Issuance of Warrant. The Parties acknowledge and agree that no later than five days after Company will issue to the Company’s IPO, in consideration Lender at the closing of the services Loan a Common Stock Purchase Warrant (the "Warrant") to be provided by GRS herein, purchase common stock of Company shall issue to GRS a warrant (in the form of the Warrant attached hereto as Exhibit A C, appropriately completed as follows: (the “Warrant”a) to purchase up to that The number of shares of Company’s Common Stock for which the Warrant shall be exercisable shall be equal to 5% the product of the Loan Amount and 1.5 multiplied by a fraction, the numerator of which is $1.00 and the denominator of which shall be equal to the average closing bid price of the Company’s outstanding Common Stock (calculated on common stock for a fully diluted, as converted basis) as period of 20 consecutive trading days prior to the issuance date of the Warrant Closing Date (the “Warrant SharesAverage Trading Price”). However, in the event that all or any portion of the Loan, all or any portion of the accrued Interest thereon and all other sums due hereunder and under the Note, have not been received by Lender on or before the date that is three hundred and sixty (360) days following the Loan Closing Date, the number of shares for which the Warrant shall be exercisable shall increase by ten percent (10%) per each thirty (30) day period or part thereof until the Loan and all accrued Interest are paid in full. The additional warrants shall herein be defined as the “Default Warrants” and the exercise price of the additional shares for which the Warrant shall be exercisable pursuant to the foregoing sentence shall be $0.01 per share. (b) Fifty Percent percent (50%) of the Warrant (shares for which 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 Average Trading Price. The remaining shares for which the Warrant shall be exercisable shall have an exercise price equal to the IPO price or a Fifty Percent product of the Average Trading Price and 1.5. (50%c) discount to the Company’s share price on the The date of vesting. Without limiation to the provisions of Section 6 below, the Initial Tranche Warrant 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 IPOLoan Closing Date.

Issuance of Warrant. The Parties acknowledge and agree that no later than five days after Company will issue to the Company’s IPO, in consideration Lender at the closing of the services Loan a Common Stock Purchase Warrant (the "Warrant") to be provided by GRS herein, purchase common stock of Company shall issue to GRS a warrant (in the form of the Warrant attached hereto as Exhibit A C, appropriately completed as follows: (the “Warrant”a) to purchase up to that The number of shares of Company’s Common Stock for which the Warrant shall be exercisable shall be equal to 5% the product of the Loan Amount and 2.0 multiplied by a fraction, the numerator of which is $1.00 and the denominator of which shall be equal to the average closing bid price of the Company’s outstanding Common Stock (calculated on common stock for a fully diluted, as converted basis) as period of 20 consecutive trading days prior to the issuance date of the Warrant Closing Date (the “Warrant SharesAverage Trading Price”). However, in the event that all or any portion of the Loan, all or any portion of the accrued Interest thereon and all other sums due hereunder and under the Note, have not been received by Lender on or before the date that is two hundred and forty (240) days following the Loan Closing Date, the number of shares for which the Warrant shall be exercisable shall increase by ten percent (10%) per each thirty (30) day period or part thereof until the Loan and all accrued Interest are paid in full. The additional warrants shall herein be defined as the “Default Warrants” and the exercise price of the additional shares for which the Warrant shall be exercisable pursuant to the foregoing sentence shall be $0.01 per share. (b) Fifty Percent percent (50%) of the Warrant (shares for which 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 Average Trading Price. The remaining shares for which the Warrant shall be exercisable shall have an exercise price equal to the IPO price or a Fifty Percent product of the Average Trading Price and 1.5.; (50%c) discount to the Company’s share price on the The date of vesting. Without limiation to the provisions of Section 6 below, the Initial Tranche Warrant 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 IPOLoan Closing Date.

Issuance of Warrant. (a) The Parties acknowledge Company hereby issues and agree that no later than five days after the Company’s IPO, in consideration of the services grants to be provided by GRS herein, Company shall issue to GRS each Warrant holder warrants (a warrant (in the form of the Warrant attached hereto as Exhibit A (the “"Convertible Note Warrant”") to purchase up shares of Common Stock in an amount equal to the product obtained by multiplying (x) the Principal Amount (as such term is defined in the certain Convertible Note executed as of an even date herewith) of the Convertible Note by thirty-two percent (32%). The Common Stock issuable upon exercise of the Convertible Note Warrants being collectively referred to herein as the "Warrant Shares." Each Convertible Note Warrant shall entitle the holder thereof, subject to the satisfaction of the conditions to exercise set forth in Paragraph 7 of this Convertible Note Warrant Agreement, to purchase, on or prior to 5:00 p.m., New York City time, on ___, 20__, (the "Warrant Expiration Date") that number of shares of Company’s Common Stock Warrant Shares equal to 5% the quotient obtained by multiplying one (1) by the number of Convertible Note Warrants granted pursuant hereto. If not sooner expired pursuant to the Company’s outstanding Common Stock (calculated terms hereof, the Convertible Note Warrants, and any and all rights of exercise thereof, shall expire on a fully diluted, as converted basis) as of the issuance date of the Warrant (the “Expiration Date, The Warrant Shares”). Fifty Percent (50%) of the Shares issuable under this Convertible Note 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”) Agreement and the remaining Fifty Percent Exercise Price are subject to adjustment pursuant to Paragraph 8 of this Convertible Note Warrant Agreement. (50%b) (the “Second Tranche”) shall vest on September 18, 2021, unless, solely with respect Subject to the Second Trancheadjustments contained in Paragraph 8, 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) "Exercise Price" 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 standseventy-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 five cents (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$0.75).

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 and agree that no later than five days after Company will issue to the Company’s IPO, in consideration Lender at the closing of the services Loan a Common Stock Purchase Warrant (the "Warrant") to be provided by GRS herein, purchase common stock of Company shall issue to GRS a warrant (in the form of the Warrant attached hereto as Exhibit A C, appropriately completed as follows: (the “Warrant”a) to purchase up to that The number of shares of Company’s Common Stock for which the Warrant shall be exercisable shall be equal to 5% the product of the Loan Amount and 1.5 multiplied by a fraction, the numerator of which is $1.00 and the denominator of which shall be equal to the average closing bid price of the Company’s outstanding Common Stock (calculated on common stock for a fully diluted, as converted basis) as period of 20 consecutive trading days prior to the issuance date of the Warrant Closing Date (the “Warrant SharesAverage Trading Price”). Fifty Percent However, in the event that all or any portion of the Loan, all or any portion of the accrued Interest thereon and all other sums due hereunder and under the Note, have not been received by Lender on or before the date that is three hundred and sixty (50360) days following the Loan Closing Date, the number of shares for which the Warrant shall be exercisable shall increase by ten percent (10%) per each thirty (30) day period or part thereof until the Loan and all accrued Interest are paid in full. The additional warrants shall herein be defined as the “Default Warrants” and the exercise price of the additional shares for which the Warrant shall be exercisable pursuant to the foregoing sentence shall be $0.01 per share. (b) Seventy-five percent (75%) of the Warrant (shares for which 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) $0.01 per Warrant Share (subject to adjustment on the terms and conditions set forth in the Warrant)share. The second traunch of remaining shares for which the Warrant shall be exercisable shall have an exercise price per share equal to the lessor of a Fifty Percent Average Trading Price. (50%c) discount to the IPO price or a Fifty Percent (50%) discount to the Company’s share price on the The date of vesting. Without limiation to the provisions of Section 6 below, the Initial Tranche Warrant 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 IPOLoan Closing Date.

Issuance of Warrant. (a) The Parties acknowledge Company hereby issues and agree that no later than five days after the Company’s IPO, in consideration of the services grants to be provided by GRS herein, Company shall issue to GRS each Warrant holder warrants (a warrant (in the form of the Warrant attached hereto as Exhibit A (the “"Warrant”") to purchase up to that a number of shares of Company’s Common Stock in an amount equal to 5% the product obtained by multiplying (x) the number of Units (as such term is defined in the Subscription Agreement) by such Warrant holder by 100,000. The Common Stock issuable upon exercise of the Company’s outstanding Common Stock (calculated on a fully dilutedWarrants being collectively referred to herein as the "Warrant Shares." Each Warrant shall entitle the holder thereof, as converted basis) as subject to the satisfaction of the issuance date conditions to exercise set forth in Paragraph 7 of this Warrant Agreement, to purchase, on or prior to 5:00 p.m., New York City time, on ______________2013 (the "Warrant Expiration Date") that number of Warrant Shares equal to the quotient obtained by multiplying one (1) by the number of Warrants granted pursuant hereto. If not sooner expired pursuant to the terms hereof, the Warrants, and any and all rights of exercise thereof, shall expire on the Warrant (the “Warrant Shares”). Fifty Percent (50%) of Expiration Date, 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”) Shares issuable under this Warrant Agreement and the remaining Fifty Percent Exercise Price are subject to adjustment pursuant to Paragraph 8 of this Warrant Agreement. (50%b) (the “Second Tranche”) shall vest on September 18, 2021, unless, solely with respect Subject to the Second Trancheadjustments contained in Paragraph 8, 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) "Exercise Price" per Warrant Share (subject to adjustment on the terms and conditions set forth in the Warrant). The second traunch of the for each 100,000 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 Shares 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 50,000 Warrant Shares to be included in the Form F-1 registration statement at two and a half cents (or any similar registration statement$0.025) that the Company files in connection with the Company’s IPOand 50,000 Warrant Shares at five cents ($0.05).

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 W▇▇▇▇sk▇ ▇▇ ▇▇▇▇as, Texa▇. ▇▇▇▇ 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 definition 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 greatest extent applicable, utilizes the principles and methodologies described in the definition of "Appraised Value" in Article I above. (b) The Warrant described in Section 2.01 hereof shall be issued on the Closing Date, but shall be authorized and exercisable in accordance with and subject to the following conditions: (i) The Common Shareholder Approval authorizing an increase in the authorized shares of Common Stock to not less than 150,000,000 shares and the Preferred Shareholder Approval authorizing the issuance of the Priority Warrant shall be obtained; and (ii) The Company shall have issued a proxy statement to its shareholders of record referring to the transactions contemplated in this Agreement; (iii) The Amendment to the Certificate to increase the authorized shares of Common Stock to the level set forth in Section 4.13(b)(i) above shall have duly approved and filed with the Secretary of State in the State of Florida; and (iv) the "fairness opinion" described above shall have been issued or any similar registration statement) that a final agreement or resolution shall have been reached by the Company files and Rice under Section 4.13(a) above with respect to the number of shares issuable on exercise of the Priority Warrant. (c) Notwithstanding the provisions of Section 4.13(a) above, the maximum number of shares issuable upon exercise of the Priority Warrant and the Second Supplemental Warrant (as defined in connection with the Company’s IPOPurchase Stock and Warrant Purchase Agreement) in the aggregate, shall not exceed sixty-five percent (65%) of the Capital Stock outstanding (excluding, for purposes of such percentage calculation, the shares issuable upon exercise of the Priority Warrant issued in respect of the Priority Note Agreement and the Second Supplemental Warrant), as of the date the conditions in paragraph (b) above are fully satisfied.