There is no convertible debt being exchanged. Both parties have mutually agreed to maintain the operations of SIML as a wholly owned subsidiary of the public company. The operations as defined in [schedule 3.02].

Conversion and Continuation of Outstanding Ratable Advances. Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are either converted into Eurocurrency Advances in accordance with this [Section 2.3.4] or are repaid in accordance with [Section 2.8]. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:

Changes in Interest Rate, etc 26

Determination of the Number of Outstanding Shares. For purposes of [Section 5(e)(i)], the number of shares of Common Stock or Partnership Units outstanding at any time will # include shares or units issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock or Partnership Units; and # exclude shares of Common Stock held in the Parent’s treasury or Partnership Units held in the Company’s treasury (unless the Parent or the Company, as applicable, pays any dividend or makes any distribution on such shares or units held in its treasury).

No Extinguishment Of Other Outstanding Royalty Obligations. For the avoidance of doubt, nothing in this Agreement shall operate to extinguish the obligation of any Person to pay

The Board may without the approval of the grantees from time to time # amend this Program with respect to awards previously issued without any fresh or further consideration and # amend the Plan with respect to awards to be issued in future. An amendment of this Program will, unless the amendment provides otherwise, be immediately and automatically effective for all outstanding awards.

The authorized capital stock of ​ as of the date of this Agreement consists of 5,000,000 shares, par value of ​, of common stock (the “​ Common Stock”) and 101,000 outstanding options to purchase ​ Common Stock (the “​ Stock Options”). As of the date hereof, 563,527 shares of ​ Common Stock were issued and outstanding and no shares of ​ Common Stock were held as treasury shares.

Common stock issuable as dividends with respect to ​’s outstanding Series B Preferred Stock;

If an outstanding Award is not assumed, continued or replaced in accordance with [Section 11.1.1] above, then upon the Change in Control the following treatment (referred to as “Change-in-Control Treatment”) shall apply to such Award: # outstanding Stock Options and Stock Appreciation Rights shall immediately vest and become exercisable; # such restrictions and other conditions applicable to outstanding Restricted Stock Awards, Stock Unit Awards or Stock Awards, including vesting requirements, shall immediately lapse and such Awards shall be free of all restrictions and fully vested; and # outstanding Performance Awards shall immediately vest and shall be payable within 30 days as if the Performance Objectives have been achieved at the target (or if no target, the maximum) performance level.

#​ Colombia shall not declare and pay dividends on Outstanding shares of ​ Colombia common stock and preferred stock for the year ended on ​ and shall not declare and pay any dividends or make any other distribution on Outstanding shares of ​ Colombia common stock and preferred