Unassociated Document


     

    DEBENTURES
AND WARRANTS PURCHASE AGREEMENT

     

    This
Debentures and Warrants Purchase Agreement (this “Agreement”), dated as
of May 14, 2009, is made by and between Octavian Global Technologies, Inc., a
Nevada corporation (the “Company”), and the
Purchasers signatory hereto (collectively, the “Purchasers”).  Reference
is made to that certain Securities Purchase Agreement (the “Purchase Agreement”),
dated October 30, 2008, by and among the Company, Austrian Gaming Industries
GmBH (“AGI”),
Dynamic Decisions Strategic Opportunities (“DDSO”), Rockmore
Investment Master Fund Ltd. (“Rockmore”) and Vicis
Capital Master Fund (“Vicis”, and
collectively with AGI, DDSO and Rockmore, the “Original
Purchasers”).

     

    For good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

     

    1. Definitions.  In
addition to the terms defined elsewhere in this Agreement or, if not defined in
this Agreement, in the Purchase Agreement, the following terms have the meaning
set forth in this Section 1:

     

    (a) “Principal Amount”
means, as to each Purchaser, the amounts set forth below such Purchaser’s
signature block on the signature pages hereto next to the heading “Principal
Amount,” in United States Dollars, which shall equal such Purchaser’s
Subscription Amount multiplied by 1.0989.

     

    (b) “Subscription
Amount”  means, as to each Purchaser, the aggregate amount to
be paid for Debentures and Warrants purchased hereunder as specified below such
Purchaser’s name on the signature page of this Agreement and next to the heading
“Subscription Amount,” in United States dollars and in immediately available
funds, except that, as to AGI only, the Subscription Amount may be paid via the
surrender of existing debt of the Company or a Company Subsidiary held by AGI,
whether in the form of promissory notes or accounts payable, as indicated on the
signature page hereto (such payment “Debt Surrender
Subscription”), and via the delivery of products acceptable to the
Company.

     

    2. Issuance of Debentures and
Warrants.  In consideration for the payment by each Purchaser,
severally and not jointly with any other Purchaser, of the Subscription Amount
set forth on such Purchaser’s signature page attached hereto, the Company hereby
agrees to issue to such Purchaser against payment therefor as described herein
the following securities of the Company:

     

    (a) a
Debenture of the Company with a principal amount equal to such Purchaser’s
Principal Amount as to any Subscription Amounts other than Debt Surrender
Subscription, and as to any Debt Surrender Subscription, equal to such
Purchaser’s Debt Surrender Subscription, which debentures shall be in the form
of the debentures issued pursuant to the Purchase Agreement except that the
Debentures issued pursuant hereto shall be due and payable on May 14, 2012 (a
“Debenture”);

     

    
      
        
        

      

      
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    (b) a
Common Stock Purchase Warrant to purchase up to a number of shares of Common
Stock equal to 50% of such Purchaser’s Subscription Amount divided by $3.10,
with an exercise price per share equal to $3.10 and a term of exercise of 5
years from the date hereof, which warrant shall be in the form of the warrants
issued pursuant to the Purchase Agreement (a “$3.10
Warrant”);

     

    (c) a
Common Stock Purchase Warrant to purchase up to a number of shares of Common
Stock equal to 50% of such Purchaser’s Subscription Amount divided by $3.10,
with an exercise price per share equal to $4.65 and a term of exercise of 7
years from the date hereof, which warrant shall be in the form of the warrants
issued pursuant to the Purchase Agreement (together with the $3.10 Warrant, the
“Warrants”);
and

     

    (d) a
number of shares of Common Stock registered in the name of such Purchaser equal
to 20% of the shares of Common Stock underlying such Purchaser’s Debenture (the
“Shares”).

     

    3. Closing.  Upon
the terms and subject to the conditions set forth herein, substantially
concurrent with the execution and delivery of this Agreement by the parties
hereto, the Company agrees to sell, and the Purchasers, severally and not
jointly, agree to purchase, the Debentures and Warrants (the “Closing”).  Each
Purchaser shall deliver to the Company via wire transfer of immediately
available funds equal to its Subscription Amount, or, in the case of AGI, a
release of liability of any exchanged debt or receipt of prepayment of agreed
upon products, and the Company shall deliver to each Purchaser its respective
Debenture, Warrants and Shares.  The Closing shall occur at the
offices of FWS or such other location as the parties shall mutually agree. At
the Closing, the Company shall deliver (a) an opinion of Company Counsel
substantially in the form of opinion delivered pursuant to the Purchase
Agreement; (b) an officer’s certificate from the Chief Executive Officer, dated
as of the Closing and setting forth the names, signatures and position of the
Persons authorized to execute this Agreement and any other document executed by
the Company in connection with this Agreement and certifying that the conditions
to Closing, including, without limitation, the conditions set forth in Section
2.3(b) of the Purchase Agreement, have been fulfilled and (c) a copy of the
resolutions of the Company authorizing the execution, delivery and performance
of this Agreement and a copy of a Good Standing certificate for the Company,
dated as of a recent date.

     

    4. Documents, Consents and
Joinder.  The rights and obligations of each Purchaser and of
the Company with respect to the Debenture, the Warrants, the Shares and the
shares of Common Stock issuable under the Debenture and Warrant (the “Underlying Shares”)
shall be identical, in all respects, to the rights and obligations of a
Purchaser and the Company pursuant to the Purchase Agreement, except where noted
and the Subscription Amounts, Principal Amounts, Debentures, the Warrants, the
Shares and the Underlying Shares issued hereunder shall be aggregated with the
Securities issued pursuant to the Purchase Agreement at the initial closing
thereunder.  Each Original Purchaser acknowledges and agrees that the
transactions contemplated under this Agreement are deemed an “Exempt Issuance”
under the Purchase Agreement and do not violate, conflict with, breach, default
(including, but not limited to, on a post transaction basis, AGI beneficially
owning in excess of 50% of the Common Stock on both a non-diluted and
fully-diluted basis), or reset any of the rights of the Original Purchasers or
Obligations of the Company under the Purchase Agreement or other Transaction
Documents entered into in connection therewith.  As of the date
hereof, the Company and each Purchaser acknowledge and agree that (a) any
Purchaser that is not an Original Purchaser (“New Purchaser”), if
any, shall be henceforth deemed a “Purchaser” under the Purchase Agreement, (b)
a New Purchaser shall have all the rights and obligations of a Purchaser under
the Purchase Agreement, on a pro rata basis, as fully and to the same extent as
if the undersigned was an original signatory thereto and (c) a New Purchaser
shall be deemed to have made all of the representations and warranties set forth
therein as of the date of execution and delivery of this
Agreement.  The Original Purchasers hereby consent to, and agree, that
the Company shall have the right to issue up to, in the aggregate, 100,000
shares of Common Stock, subject to adjustment for reverse and forward stock
splits and the like, to employees, agents, sub-contractors and consultants of
the Company in lieu of cash compensation and such issuances shall be deemed
“Exempt Issuances” provided that any such issuances shall reduce the number of
shares issuable under clause (a) of the definition of “Exempt Issuance” under
Section 1.1 of the Purchase Agreement or otherwise available for reservation as
shares of Common Stock underlying any options, warrants, restricted stock grants
or otherwise to employees, officers, directors, advisors or consultants to the
Company, whether pursuant to any stock or option plan or otherwise, and any
issuances thereunder shall reduce the number of shares issuable
hereunder.

     

    
      
        
        

      

      
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    5. Conversion of Certain AGI
Debentures.  At the Closing, AGI, and no other Purchaser, shall
convert any Debentures paid for with Debt Surrender Subscription into shares of
Common Stock at the Conversion Price (as defined in the
Debentures).  Immediately after the Closing, AGI shall own the
securities of the Company set forth on Schedule 5 attached
hereto.  As to such Debt Surrender Subscription amount, the Company
shall not be required to deliver a Debenture certificate and no further action
is required by the Company or AGI to effect such conversion other than the
execution of this Agreement.  To the extent necessary to allow the
conversion of the Debt Surrender Subscription amount by AGI in full hereunder,
the Company and AGI hereby agrees to waive the “Beneficial Ownership Limitation”
provided in Section 4(c) of such Debentures.

     

    6. Lock-Up.  Reference
is made to that certain Lock-Up Agreement given by Harmen Brenninkmeijer to the
Original Purchasers.  Subject to the following persons executing the
Lock-Up Agreements in form and substance attached as Exhibit A to that
certain Consent and Amendment executed by the non-participating Purchasers and
deliver a copy of such executed Lock-Up Agreements to the Original Purchasers,
the Original Purchasers hereby waive the restrictions on transfer set forth
therein made to the following persons in the following amounts:

     

    
      
        
        

      

      
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                Michael
      Stephanov (RU)

              	 	 	30,000	 
	
                Robert
      Dijkstra (UK)

              	 	 	30,000	 
	
                Yury
      Michalov (RU)

              	 	 	20,000	 
	
                Anton
      Makeev (RU)

              	 	 	20,000	 
	
                Oleg
      Gorski (RU)

              	 	 	20,000	 
	
                Helen
      Hedgeland (UK)

              	 	 	15,000	 
	
                Bryan
      Tolladay (CY)

              	 	 	15,000	 
	
                Fabian
      Grous (ARG)

              	 	 	15,000	 
	
                AGI

              	 	 	214,000	 


      

    

     

    7. Representations and
Warranties of the Company.  The Company hereby makes to the
Purchasers the following representations and warranties:

     

    (a) Authorization;
Enforcement.  The Company has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by this
Agreement and otherwise to carry out its obligations hereunder.  The
execution and delivery of this Agreement by the Company and the consummation by
the Company of the transactions contemplated hereby have been duly authorized by
all necessary action on the part of the Company and no further action is
required by the Company, its board of directors or its stockholders in
connection therewith.  This Agreement has been duly executed by the
Company and, when delivered in accordance with the terms hereof, will constitute
the valid and binding obligation of the Company enforceable against the Company
in accordance with its terms, except (i) as limited by general equitable
principles and applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable
law.

     

    (b) No
Conflicts.  The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby do not and will not: (i) conflict with or violate any
provision of the Company’s certificate or articles of incorporation, bylaws or
other organizational or charter documents; or (ii) conflict with, or constitute
a default (or an event that with notice or lapse of time or both would become a
default) under, result in the creation of any Lien upon any of the properties or
assets of the Company in connection with, or give to others any rights of
termination, amendment, acceleration or cancellation (with or without notice,
lapse of time or both) of, any material agreement, credit facility, debt or
other material instrument (evidencing Company debt or otherwise) or other
material understanding to which such Company is a party or by which any property
or asset of the Company is bound or affected; or (iii) conflict with or result
in a violation of any law, rule, regulation, order, judgment, injunction, decree
or other restriction of any court or governmental authority to which the Company
is subject (including federal and state securities laws and regulations), or by
which any property or asset of the Company is bound or affected, except, in the
case of each of clauses (ii) and (iii), such as could not have or reasonably be
expected to result in a Material Adverse Effect.

     

    
      
        
        

      

      
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    (c) Capitalization.  The
capitalization of the Company is as set forth on Schedule 5 attached
hereto.  No Person has any right of first refusal, preemptive right,
right of participation, or any similar right to participate in in the
transactions contemplated by this Agreement.  Except as a result of
the purchase and sale of the Debentures, Warrants and Shares pursuant to this
Agreement and the Purchase Agreement, there are no outstanding options,
warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or
exercisable or exchangeable for, or giving any Person any right to subscribe for
or acquire any shares of Common Stock, or contracts, commitments, understandings
or arrangements by which the Company or any Subsidiary is or may become bound to
issue additional shares of Common Stock or Common Stock
Equivalents.  The issuance and sale of the Debentures, Warrants and
the Shares will not obligate the Company to issue shares of Common Stock or
other securities to any Person (other than the Purchasers) and will not result
in a right of any holder of Company securities to adjust the exercise,
conversion, exchange or reset price under any of such securities. All of the
outstanding shares of capital stock of the Company are validly issued, fully
paid and nonassessable, have been issued in compliance with all federal and
state securities laws, and none of such outstanding shares were issued in
violation of any preemptive rights or similar rights to subscribe for or
purchase securities.  No further approval or authorization of any
stockholder, the Board of Directors or others is required for the issuance and
sale of the Debentures, Warrants and the Shares.

     

    (d) Issuance of the Debentures,
Warrants and Shares.  The Debentures, Warrants and Shares are
duly authorized and, upon the execution of this Agreement by a Purchaser, will
be duly and validly issued, fully paid and nonassessable, free and clear of all
Liens imposed by the Company other than restrictions on transfer provided for in
the Debentures, Warrants and Shares.  The Underlying Shares, when
issued in accordance with the terms of the Debentures and Warrants, will be
validly issued, fully paid and nonassessable, free and clear of all Liens
imposed by the Company.  The Company has reserved from its duly
authorized capital stock a number of shares of Common Stock for issuance of the
Shares and the Underlying Shares.

     

    (e) Affirmation of Prior
Representations and Warranties.  Except as set forth on the
Schedules attached hereto, the Company hereby represents and warrants to each
Purchaser that the Company’s representations and warranties listed in Section
3.1 of the Purchase Agreement, as supplemented by the disclosures in the
disclosure schedule to the Purchase Agreement, are true, complete and correct as
of the date hereof.

     

    
      
        
        

      

      
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    8. Representations and
Warranties of the Purchaser.  Each Purchaser hereby represents
and warrants as of the date hereof, solely on behalf of itself, to the Company
as follows:

     

    (a) Authority.  The
execution, delivery and performance by such Purchaser of the transactions
contemplated by this Agreement have been duly authorized by all necessary
corporate or similar action on the part of such Purchaser.  This
Agreement has been duly executed by such Purchaser and, when delivered by such
Purchaser in accordance with the terms hereof, will constitute the valid and
legally binding obligation of such Purchaser, enforceable against it in
accordance with its terms, except (i) as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable
law.

     

    (b) Own
Account.  Such Purchaser (i) understands that the Debenture
Warrant and Shares are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law, (ii) is
acquiring the Debenture, Warrant and Shares as principal for its own account and
not with a view to or for distributing or reselling such Debenture, Warrant or
Shares or any part thereof in violation of the Securities Act or any applicable
state securities law, (iii) has no present intention of distributing any of such
securities in violation of the Securities Act or any applicable state securities
law and (iv) has no arrangement or understanding with any other persons
regarding the distribution of such Debenture, Warrant and Shares (this
representation and warranty not limiting such Purchaser’s right to sell the
Underlying Shares pursuant to a registration statement or otherwise in
compliance with applicable federal and state securities laws) in violation of
the Securities Act or any applicable state securities law.  Such
Purchaser is acquiring the Debenture, Warrant and Shares hereunder in the
ordinary course of its business.

     

    (c) Purchaser
Status.  At the time such Purchaser was offered the Debenture,
Warrant and Shares, it was, and as of the date hereof it is an “accredited
investor” as defined in Rule 501 under the Securities Act.  Such
Purchaser is not required to be registered as a broker-dealer under Section 15
of the Exchange Act.

     

    (d) Experience of
Purchasers.  Such Purchaser, either alone or together with its
representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Debenture, Warrant and Shares, and has so
evaluated the merits and risks of such investment.  Such Purchasers is
able to bear the economic risk of an investment in the Debenture, Warrant and
Shares and, at the present time, is able to afford a complete loss of such
investment.

     

    
      
        
        

      

      
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    (e) General
Solicitation.  Such Purchaser is not purchasing the Debenture,
Warrant and Shares as a result of any advertisement, article, notice or other
communication regarding such securities published in any newspaper, magazine or
similar media or broadcast over television or radio or presented at any seminar
or any other general solicitation or general advertisement.

     

    9. Use of
Proceeds.  $4,000,000 of the proceeds of this transaction shall
be used toward working capital of the Company and the balance of the proceeds of
this transaction shall be used for payment of account payables owed to AGI and
the retirement of outstanding debt obligations owed to AGI, as set forth in
detail on Schedule
5 attached hereto.

     

    10. Public
Disclosure.  The Company shall, within 4 Trading Days of the
date hereof, issue a Current Report on Form 8-K (or other periodic report)
disclosing the material terms of the transactions contemplated hereby, and shall
attach this Agreement thereto.

     

    11. Expenses.  Each
party shall pay the fees and expenses of its advisers, counsel, accountants and
other experts, if any, and all other expenses incurred by such party incident to
the negotiation, preparation, execution, delivery and performance of this
Agreement.

     

    12. Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of: (a) the date of transmission, if such notice or
communication is delivered via e-mail or facsimile at the facsimile number set
forth on the signature pages attached hereto prior to 5:30 p.m. (New York City
time) on a Trading Day, (b) the next Trading Day after the date of transmission,
if such notice or communication is delivered via e-mail or facsimile at the
facsimile number set forth on the signature pages attached hereto on a day that
is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading
Day, (c) the second Trading Day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service or (d) upon actual receipt by
the party to whom such notice is required to be given.  The address
for such notices and communications shall be as set forth on the signature pages
attached hereto.

     

    13. Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each Purchaser. The Company may not assign (except
by merger) its rights or obligations hereunder without the prior written consent
of the Purchaser (except by merger).  Any Purchaser may assign their
rights hereunder in the manner and to the persons as permitted under the
Debenture, Warrant and Shares.

     

    14. Execution and
Counterparts.  This Agreement may be executed in one or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart.  In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a
“.pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.

     

    
      
        
        

      

      
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    15. Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of the transaction documents shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law
thereof.  Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement and any other transaction documents (whether brought against a
party hereto or its respective affiliates, directors, officers, shareholders,
employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the City of New York.  Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
the City of New York, borough of Manhattan for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein (including with respect to the enforcement of any of the
transaction documents), and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or proceeding is
improper or is an inconvenient venue for such proceeding.  Each party
hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall
be deemed to limit in any way any right to serve process in any other manner
permitted by law.   If either party shall commence an action or
proceeding to enforce any provisions of the transaction documents, then the
prevailing party in such action or proceeding shall be reimbursed by the other
party for its reasonable attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or
proceeding.

     

    16. Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

     

    
      
        
        

      

      
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    17. Headings.  The
headings in this Agreement are for convenience only, do not constitute a part of
the Agreement and shall not be deemed to limit or affect any of the provisions
hereof.

     

    18. Construction. The
parties agree that each of them and/or their respective counsel has reviewed and
had an opportunity to revise this Agreement and the transaction documents and,
therefore, the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the
interpretation of the transaction documents or any amendments hereto. In
addition, each and every reference to share prices and shares of Common Stock in
any transaction document shall be subject to adjustment for reverse and forward
stock splits, stock dividends, stock combinations and other similar transactions
of the Common Stock that occur after the date of this Agreement.

     

    [SIGNATURE
PAGE FOLLOWS]

     

    
      
        
        

      

      
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    Executed
as of the first date written above by the undersigned duly authorized
representatives of the Company and Purchaser:

     

    OCTAVIAN
GLOBAL TECHNOLOGIES, INC.

    


    


    By: 
/s/Harmen
Brennikmeijer 

    
      

    

            Harmen
Brenninkmeijer, 

           
Chief Executive Officer

     

    
 

    AUSTRIAN
GAMING INDUSTRIES GmbH

     

    By:  /s/ Jens Halle, Erich
Kirchberger

    
      

    

           
Name: Jens Halle, Erich Kirchberger

            Title: Managing
Director

    


    Subscription
Amounts:

    Cash: $2,750,000

    Prepayment of Product:
$1,000,000

    Retirement of Debt:

    Principal
Amount:

    Aggregate
Warrant Shares:

    Shares:

    


    Addresses for
Notice:

    Set forth
in the Purchase Agreement.


    


    [NEW
PURCHASER SIGNATURE PAGES TO FOLLOW]

     

    
      
        
        

      

      
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    [NEW
PURCHASER SIGNATURE PAGE TO OCTV DEBENTURES AND WARRANTS PURCHASE
AGREEMENT]

    


    NEW
PURCHASER:

    


    Name of
Purchaser: Brian
Daly

    


    Signature of Authorized
Signatory:  /s/ Brian
Daly

     

    Name of
Authorized Signatory:  Brian
Daly

     

    Title of
Authorized Signatory: Director

     

    Address
for Notice:

    11202
Wheat Ridge Rd.

    Charlotte,
NC 28277


    


    Subscription
Amount:

    


    Principal
Amount (1.0989 x Subscription Amount):

    


    Warrant
Shares (Subscription Amount divided by $3.10):

    


    Shares
(20% of Underlying Shares):

    


    
      
        
        

      

      
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    [NEW
PURCHASER SIGNATURE PAGE TO OCTV DEBENTURES AND WARRANTS PURCHASE
AGREEMENT]

    


    NEW
PURCHASER:

    


    Name of
Purchaser: Austrian
Gaming Industries GmbH

    


    Signature of Authorized
Signatory:  /s/Jens Halle, Erich
Kirchberger

     

    Name of
Authorized Signatory:  Jens Halle, Erich
Kirchberger

     

    Title of
Authorized Signatory: Managing
Director

     

    Address
for Notice:

    


    Subscription
Amount:

    


    Principal
Amount (1.0989 x Subscription Amount):

    


    Warrant
Shares (Subscription Amount divided by $3.10):

    


    Shares
(20% of Underlying Shares):

    


    
      
        
        

      

      
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