the Borrower or any Restricted Subsidiary may # pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition and # honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms;

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

Fractional Warrants. Upon the exercise of this Warrant, no fractions of shares of the Common Stock shall be issued; but fractional Warrants shall be delivered, entitling the Holder, upon surrender with other fractional Warrants aggregating one or more full shares of the Common Stock, to purchase such full shares of the Common Stock.

No fractional Shares shall be issued and the Administrator shall determine, in its sole discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding down.

Section # No Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Committee shall determine whether cash, additional Awards or other securities or property shall be issued or paid in lieu of fractional shares of Common Stock or whether any fractional shares should be rounded, forfeited or otherwise eliminated.

Settlement of deferred equity Units means the conversion of an equity Unit into a full unrestricted share of Company common stock and the distribution of such shares to the Director, to the extent allowable under law. Fractional shares at settlement will either be payable in cash or used for additional withholding taxes.

(a) Effect of Share Conversion. At the Effective Time, each one thousand (1,000) shares of common stock of HoldCo (“HoldCo Common Stock”), issued and outstanding immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, shall be converted into one share of newly-designated Series C Preferred Stock having the rights and preferences as set forth in the Articles of Amendment of the Articles of Incorporation of Buyer as to be filed with the Utah Secretary of State setting forth the designation of rights, etc. for the Series C Shares in the form attached hereto as Exhibit A (the "Series C Shares"). Any number of shares of HoldCo Common Stock less than one thousand held by a shareholder of HoldCo shall be converted into a corresponding fraction of a Series C Share.

Conversion Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing # the outstanding principal amount of this Note to be converted by # the Conversion Price in effect at the time of such conversion.

Failure to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the [[Organization A:Organization]] at any time on or before its receipt of such Conversion Shares, to rescind such conversion, in which event the [[Organization A:Organization]] shall promptly return to the Holder any original Note delivered to the [[Organization A:Organization]].

Conversion. If the outstanding principal and all accrued and unpaid interest on the debt hereof (the “Debt”) is not repaid by the Company in full by the Repayment Date, the Debt or any portion thereof may be converted at the option of the Holder, upon written notice to the Company at any time after the Repayment Date, into that number of shares of the Company’s Common Stock equal to the Debt or that portion thereof that the Holder elects to convert, divided by price per share of $0.51. This Note shall be cancelled on the date of conversion of the entirety of the Debt. Upon full conversion, the Holder shall surrender this Note at the principal office of the Company. Holder agrees to execute all necessary documents in connection with the conversion of this Note, including a stock purchase agreement containing standard representations and warranties, a 180 day “market stand-off” provision in the event of a public offering of the Company’s securities, and such other collateral documents and commercially standard agreements as the Company may reasonably request.