Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Provider. Client has entered into an Advisory Services Agreement with Dominion Harbor Group, LLC (the “Capital Provider”) dated July 22, 2015, pursuant to which Capital Provider has agreed to pay the Enforcement Expenses pursuant to Section 10 of this Agreement. In the event of Capital Provider’s breach of its duty to pay Enforcement Expenses and failure to cure such breach within forty-five (45) days of written notice from BJC to Clientof suchbreach,thepartiesagreethatBJCshallcontinuetopursueitsactivitiesunderthisAgreement with the following modifications, so long as such breach has not occurred within one year of the effective date of thisAgreement:

Capital Changes. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each option under this Plan which has not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under this Plan but have not yet been placed under option (collectively, the "Reserves"), as well as the price per share of Common Stock covered by each option under this Plan which has not yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company resulting from a stock split or the payment of a stock dividend (but only on the Common Stock) or any other increase or decrease in the number of issued and outstanding shares of Common Stock effected without receipt of any consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration". The Administrator, whose determination shall be final, binding and conclusive, shall make such adjustment. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or Option Price of shares of Common Stock subject to an Option.

Capital Changes. Until the one year anniversary of the Closing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the Shares.

Total Adjusted Capital. Cause IPCC to maintain, as of December 31 of each calendar year, not less than 200% of the Authorized Control Level Risk-Based Capital, as defined by Ala. Code § 27-2B-2, and as calculated in accordance with the instructions adopted by the National Association of Insurance Commissioners, as the same may be modified, supplemented or amended from time to time.

c/o [[Organization E:Organization]]

Is Actual less than or equal to maximum permitted amount?

issue, authorize or sell its capital stock, # issue, authorize or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any capital stock, # split, combine, reclassify or make any other change in their respective issued and outstanding capital stock, # redeem, purchase or otherwise acquire any of their respective capital stock, or # declare any dividend or make any distribution with respect to their capital stock;

“Opta Minerals Disposition” means the direct or indirect sale, transfer or other disposition of all or any part of the Capital Stock or assets of Opta Minerals Inc. (for the avoidance of doubt, including a sale, transfer or other disposition of Capital Stock of any Person owning such Capital Stock or assets, so long as substantially all of the Capital Stock or assets of such Person consists of such Capital Stock or assets).

Changed the Company's authorized or issued capital stock, granted any stock option or right to purchase shares of capital stock of the Company; issued any security convertible into such capital stock; granted any registration rights, warrants or stock awards; purchased, redeemed, retired, or otherwise acquired any shares of any such capital stock; or, except for the Excluded Assets which may be transferred to the Sellers or their designees on or prior to the Closing Date, declared or paid any dividend or other distribution or payment in respect of shares of capital stock;