WARRANTS

Trio Merger Corp. Warrants

The Corporation sold warrants ("Trio Merger Corp. Warrants") for the purchase of an aggregate of 103,703 shares of the Corporation's common stock at the exercise price of $1,012.50 in the following transactions (adjusted for the effect of the reverse stock split):


•	In a private sale in February 2011, the Corporation sold 48,148 units, with each unit consisting of one share of common stock and one warrant, to the holders of the Corporation's common stock prior to its initial public offering ("Private Warrants").


•	In a private sale in February 2011, the Corporation sold 4,444 warrants to EarlyBirdCapital, Inc., the representative of the underwriters for the Corporation’s initial public offering, and its designees ("Private Warrants").


•	In its initial public offering in June 2011, the Corporation closed the sale of 44,444 units, with each unit consisting of one share of common stock and one warrant ("Public Warrants").


•	Pursuant to an over-allotment option granted to the underwriters, the Corporation sold an additional 6,667 units in June 2011, with each unit consisting of one share of common stock and one warrant ("Public Warrants").

The units, consisting of one share of common stock and one warrant, were mandatorily separated into their component parts effective March 26, 2012. Following the completion of a business combination, the Corporation then could call the Public Warrants for redemption at $0.01 per warrant if the last sale price of the Corporation's common stock equals or exceeds $1,687.50 per share, for any 20 trading days within a 30 consecutive trading day period. If the Warrants were called for redemption, the Corporation had the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis". The terms of the Private Warrants and Convertible Debt Warrants are identical to the Public Warrants, except that such warrants are exercisable for cash or on a “cashless basis,” at the holder’s option, and are not redeemable by the Corporation, in each case so long as the warrants are still held by the initial purchasers or their affiliates.

Concurrent with the Closing of the Merger in June 2013, the Corporation, with the written consent of the majority of the holders of the then outstanding warrants, entered into an amendment to the warrant agreement with Continental Stock Transfer & Trust Company, as warrant agent for all Trio Merger Corp. Warrants, to (i) increase the exercise price of the warrants from $1,012.50 to $1,620.00 per share of the Corporation’s common stock and (ii) increase the redemption price of the warrants from $1,620.00 to $2,025.00 per share of the Corporation’s common stock.

On January 7, 2014, the Corporation commenced an offer to exchange the Trio Merger Corp. Warrants for its common stock in a cashless transaction ("Warrant Exchange"). Each warrant holder had the opportunity to receive one share of the Corporation's common stock in exchange for every ten outstanding warrants tendered by the holder and exchanged pursuant to the Warrant Exchange. After completion of the Warrant Exchange, 4,310 (adjusted for the effect of the reverse stock split) of the original Trio Merger Corp. Public Warrants, with an expiration date of June 24, 2016 and an exercise price of $1,620.00 were outstanding. As of December 31, 2015, there were 4,310 Trio Merger Corp. Public Warrants outstanding. The Trio Merger Corp. Public Warrants expired unexercised on June 24, 2016 and no remaining Trio Merger Corp. Public Warrants remain outstanding at December 31, 2016.

Former SAE Warrants

Two classes of warrants were issued in 2012 convertible into an aggregate of 2% of Former SAE’s common stock deemed outstanding at the time of the exercise, including any securities or contracts of a dilutive nature, whether or not exercisable at the time of the determination. The warrants have an exercise price of $0.01 a share. A portion of the merger consideration payable at Closing was allocable to certain derivative securities of Former SAE that were not converted or exchanged prior to the Merger. As of December 31, 2016, a total of 200 shares of common stock were held in escrow pending the conversion or exercise of those derivative securities (the “Merger Consideration Escrow”). The escrow agreement provides that CLCH, LLC ("CLCH"), as nominee of the Corporation, will have voting control over all shares of the Corporation's common stock held in the Merger Consideration Escrow.

Series A and Series B Warrants

As an element of the Restructuring discussed in Note 2, on the Closing Date, the Corporation granted to stockholders of record on July 26, 2016, 154,376 Series A Warrants and 154,376 Series B Warrants (together, the "Warrants") to purchase shares of the Corporation's common stock. Each Warrant entitles the holder to purchase one share of the Corporation's common stock. The Series A Warrants and Series B Warrants have exercise prices of $10.30 and $12.88, respectively, and expire on July 27, 2021. The Warrants will become exercisable 30 days in advance of their expiration date contingent upon the receipt by the Corporation of Tax Credit certificates in a face amount of at least $25 million issued by the State of Alaska to the Corporation. The warrants were accounted for in equity and recorded at a fair value of $1,381 during the year ended December 31, 2016.