Common use of Warrants Clause in Contracts

Warrants. The Company hereby grants to the Warrant Holder, subject to the terms set forth herein, the right to purchase from the Company at any time and from time to time after the date hereof until 5:00 p.m., New York City local time, on November 12, 2012 (the “Expiration Date”), up to [_________] fully paid and non-assessable shares of Common Stock, subject to adjustment pursuant to Section 3 hereof (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (80%) percent of the Exercise Price. Notwithstanding the foregoing, the Warrants shall only be exercisable to the extent that shares of Common Stock issuable on exercise of the Warrants, when aggregated with (i) the Company’s outstanding shares of Common Stock as of the date hereof and (ii) shares of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase the number of shares of Common Stock authorized thereunder as shall be sufficient for reserving and making available shares of Common Stock issuable upon the exercise in full of the Warrants issued to the Warrant holder hereunder. For purposes of this Agreement, the “Exercise Price” shall initially be $[_____], which is equal to the average of the closing bid prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the date hereof, subject to any adjustments pursuant to Section 3 hereof.

Warrants. (a) The Company hereby grants right to purchase a Warrant Share under a Warrant may be exercised at any time until the close of business on the day which is six (6) months from the date such Warrant was issued to the Warrant Holderholder, 50% of the Purchaser’s Warrants being subject to the terms set forth hereinfollowing provision (the “First Acceleration”): if the closing price of the Common Shares of the Corporation as traded on the Canadian Securities Exchange greater than CDN$1.50 per Common Share for any 14 consecutive trading days (the “First Threshold Period”), then the right Purchaser shall have until 4:00 pm (San Diego, CA, USA Time) of the 30th calendar day after the Corporation’s news release announcement of the occurrence of the First Threshold Period to purchase from exercise the Company at 50% of the Purchaser’s Warrants (the “First Accelerated Expiry Date”). If the Purchaser does not exercise those Warrants subjected to the First Acceleration by the First Accelerated Expiry Date, then those Warrants shall be deemed to be cancelled and have no force and effect. The remaining 50% of the Purchaser’s Warrants shall be subject to the following provision (the “Second Acceleration”): if the closing price of the Common Shares of the Corporation as traded on the Canadian Securities Exchange is equal to or greater than CDN$2.00 per Common Share for any time and from time to 14 consecutive trading days (the “Second Threshold Period”) occurring any time after the date hereof First Threshold Period, then the Purchaser shall have until 5:00 p.m.4:00 pm (San Diego, New York City local timeCA, on November 12, 2012 USA Time) of the 30th calendar day of the Corporation’s news release announcement of the occurrence of the Second Threshold Period to exercise the remaining 50% of the Purchaser’s Warrants (the “Expiration Second Accelerated Expiry Date”). If the Purchaser does not exercise those remaining Warrants subjected to the Second Acceleration by the Second Accelerated Expiry Date, up to [_________] fully paid and non-assessable shares of Common Stock, subject to adjustment pursuant to Section 3 hereof (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (80%) percent of the Exercise Price. Notwithstanding the foregoing, the then those Warrants shall only be exercisable to the extent that shares of Common Stock issuable on exercise of the Warrants, when aggregated with (i) the Company’s outstanding shares of Common Stock as of the date hereof and (ii) shares of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, deemed to be further amended to increase the number of shares of Common Stock authorized thereunder as shall be sufficient for reserving cancelled and making available shares of Common Stock issuable upon the exercise in full of the Warrants issued to the Warrant holder hereunder. For purposes of this Agreement, the “Exercise Price” shall initially be $[_____], which is equal to the average of the closing bid prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the date hereof, subject to any adjustments pursuant to Section 3 hereofhave no force and effect.

Warrants. The Company hereby grants to the Warrant Holder, subject to the terms set forth herein, the right EPC shall xxxxx Xxxxxxx warrants to purchase from the Company at any time and from time to time after the date hereof until 5:00 p.m.shares of EPC’s common stock, New York City local time, on November 12, 2012 $0.01 par value per share (“Common Stock”) (the “Expiration DateWarrants”), up . EPC shall issue to [_________] fully paid and non-assessable Cargill a Warrant to purchase a number of shares of Common Stock equal to one percent (1%) of the outstanding shares of Common Stock, subject to adjustment pursuant to Section 3 hereof on a fully diluted basis, on such date (the “SharesWarrant Issuance Date”) Cargill delivers to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the aggregate (the “Warrant Issuance Conditions”), and thereafter shall issue Warrants on each succeeding date on which number of Shares equals the Loan Amount divided by eighty Warrant Issuance Conditions have again been satisfied (80%) percent without regard to any prior satisfaction of the Exercise PriceWarrant Issuance Conditions). Notwithstanding the foregoing, the Such Warrants shall only be exercisable in the form attached to the extent that shares of Common Stock issuable this Agreement as Schedule 5. If, on exercise of the Warrantsany Warrant Issuance Date, when aggregated with (i) the Company’s outstanding shares of Common Stock as of the date hereof and (ii) shares of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase the number of shares of Common Stock authorized thereunder as shall subject to the Warrant to be sufficient for reserving and making available issued would, when added to the number of shares of Common Stock issuable upon the exercise in full subject to Warrants previously issued, exceed four and 99/100 percent (4.99%) of the Warrants outstanding shares of Common Stock on such Warrant Issuance Date, then the Warrant to be issued shall cover only that number of shares of Common Stock which, when added to the number of shares of Common Stock subject to previously issued Warrants, equals 4.99% of the outstanding Common Stock on such Warrant holder hereunder. For purposes Issuance Date, and EPC shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement, the “Exercise Price” . Each Warrant shall initially be $[_____], which is have an exercise price per share equal to the average seventy-five percent (75%) of the closing bid prices price of the Common Stock for on the ten (10) consecutive last trading days day immediately preceding prior to the date hereof, subject to any adjustments Warrant Issuance Date. All share calculations pursuant to this Section 3 hereof2.1(a) shall be rounded to the nearest whole share.

Warrants. The Company hereby grants to As additional compensation for the Warrant Holder, subject to the terms set forth hereinservices performed hereunder, the right Company shall issue to purchase from the Company HCW or its designees at any time and from time to time after the date hereof until 5:00 p.m.each Closing, New York City local time, on November 12, 2012 warrants (the “Expiration DateHCW Warrants”), up ) to [_________] fully paid and non-assessable purchase that number of shares of Common Stock, subject to adjustment pursuant to Section 3 hereof common stock of the Company (the “Shares”), which ) equal to 5% of the aggregate number of Shares equals placed in the Loan Amount divided by eighty Placement (80%) percent of the Exercise Price. Notwithstanding the foregoingor, the Warrants shall only be exercisable to the extent that if Convertible Securities, shares of Common Stock issuable on exercise of underlying any Convertible Securities sold in the WarrantsPlacement to such Purchasers, when aggregated with (i) the Company’s outstanding shares of Common Stock as of the date hereof and (ii) shares of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase the number of shares of Common Stock authorized thereunder as shall be sufficient for reserving and making available but excluding shares of Common Stock issuable upon the exercise in full of the any Warrants issued to Purchasers in the Warrant Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder hereunderin such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). For purposes Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of this Agreementthe exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the “Exercise Price” HCW Warrants shall initially be $[_____]in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, which is equal to the average HCW Warrants shall not be transferable for six months from the date of the closing bid prices Placement, and further, the number of Shares underlying the Common Stock for the ten (10) consecutive trading days immediately preceding the date hereofHCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, subject to any adjustments pursuant to Section 3 hereof.Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC

Warrants. The (i) At least forty five (45) days prior to any Transfer of Warrants by Acquisition Company hereby grants or the Foundation (each a "Warrant Transferor") to any Person other than the Company or a Wholly Owned Subsidiary, the Warrant Transferor shall deliver a written notice (the "Warrant Sale Notice") to the Company (and the Company shall deliver the Warrant Sale Notice to the other holders of Warrants and other Stockholders), specifying in reasonable detail the number of shares of Warrants to be Transferred, the proposed terms and conditions of the proposed Transfer and the identity of the prospective transferee(s). Upon receipt of the Warrant Sale Notice, each of the other holders of Warrants and, in the manner provided in Section 7(c)(ii) below, each Management Stockholder (the "Tag-along Warrant Holders") shall have a right (a "Warrant Tag-along Right") to participate in the contemplated Transfer by delivering written notice (the "Warrant Tag-along Notice") to the Warrant HolderTransferor and the Company within 30 days after receipt by the Tag-along Warrant Holders of the Warrant Sale Notice. If any Tag-along Warrant Holder has elected to participate in such Transfer, subject the Warrant Transferor and each such electing Tag-along Warrant Holder shall be entitled to sell in the contemplated Transfer, at the same price per Warrant and on the same terms, a number of Warrants equal to the terms product of (A) the percentage of outstanding Warrants held by such Person and (B) the number of Warrants to be sold in the contemplated Transfer. The Warrant Transferor shall use commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Tag-along Warrant Holders in the contemplated Transfer, and no Warrant Transferor shall Transfer any Warrants to any prospective transferee(s) if such transferee(s) refuses to allow the full participation of the Tag-along Warrant Holders as set forth herein, the right to purchase from the Company at any time and from time to time after the date hereof until 5:00 p.m., New York City local time, on November 12, 2012 (the “Expiration Date”), up to [_________] fully paid and non-assessable shares of Common Stock, subject to adjustment pursuant to Section 3 hereof (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (80%) percent of the Exercise Price. Notwithstanding the foregoing, if Acquisition Company does not exercise its Warrant Tag-along Right with respect to a Warrant Sale Notice given by the Warrants Foundation, no Management Stockholder shall only be exercisable to the extent that shares of Common Stock issuable on exercise of the Warrants, when aggregated have a Warrant Tag-along Right with (i) the Company’s outstanding shares of Common Stock as of the date hereof and (ii) shares of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase the number of shares of Common Stock authorized thereunder as shall be sufficient for reserving and making available shares of Common Stock issuable upon the exercise in full of the Warrants issued to the Warrant holder hereunder. For purposes of this Agreement, the “Exercise Price” shall initially be $[_____], which is equal to the average of the closing bid prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the date hereof, subject to any adjustments pursuant to Section 3 hereofrespect thereto.

Warrants. The Company hereby grants (a) On the Redemption Date, the exercise price of the Original Warrants and the Commission Warrants will be reduced from $1.50 per share to $0.75 per share. In order to effect such reduction, each Holder will surrender the certificates evidencing such Holdxx'x Original Warrants or Commission Warrants, as applicable, to the Warrant HolderCompany in exchange for a new certificate reflecting such reduced price. In addition, subject on the Redemption Date, (a) the Company will issue to the terms set forth hereinHolders of Original Warrants, pro rata in accordance with the right respective 3 numbers of Original Warrants owned by them, additional warrants to purchase from the Company at any time and from time to time after the date hereof until 5:00 p.m., New York City local time, on November 12, 2012 (the “Expiration Date”), up to [_________] fully paid and non-assessable shares an aggregate of Common Stock, subject to adjustment pursuant to Section 3 hereof (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (80%) percent of the Exercise Price. Notwithstanding the foregoing, the Warrants shall only be exercisable to the extent that 122,800 shares of Common Stock issuable on at an exercise price of $0.75 per share (the "Additional $0.75 Warrants, when aggregated with (i") the Company’s outstanding and additional warrants to purchase an aggregate of 200,000 shares of Common Stock as at an exercise price of $1.50 per share (the date hereof "Additional $1.50 Warrants and, together with the Additional $0.75 Warrants, the "Additional Warrants"); and (iib) the Company will issue to D2 Co. LLP additional warrants to purchase 17,820 shares of Common Stock issuable on conversion or exerciseat an exercise price of $0.75 per share (the "Additional Commission Warrants"). The Original Warrants, as amended in accordance with this paragraph, the case may beCommission Warrants, of notesthe Additional Warrants and the Additional Commission Warrants are hereinafter collectively referred to as the "Warrants." Other than the exercise prices (which shall be as described above), warrants the terms and stock options outstanding as conditions of the date hereof, would not exceed Additional Warrants and the number Additional Commission Warrants will be identical to those of shares authorized under the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, Original Warrants and the Commission Warrants and the Holders will be entitled to be further amended the same registration rights with respect to increase the number of shares of Common Stock authorized thereunder as shall be sufficient for reserving and making available shares of Common Stock issuable upon the exercise in full of the Additional Warrants issued and Additional Commission Warrants as apply to the Warrant holder hereunder. For purposes shares of this Agreement, the “Exercise Price” shall initially be $[_____], which is equal to the average Common Stock issuable upon exercise of the closing bid prices Original Warrants and Commission Warrants. The shares of the Common Stock for issuable upon exercise of all such Warrants are hereinafter collectively referred to as the ten (10) consecutive trading days immediately preceding the date hereof, subject to any adjustments pursuant to Section 3 hereof"Warrant Shares."

Warrants. The Company hereby grants (i) Each Securityholder that, immediately prior to the Warrant HolderEffective Time, subject is the beneficial owner of (A) any warrants issued pursuant to that certain Agreement for the terms set forth hereinPurchase and Sale of Convertible Debt and Common Stock Warrants dated August 9, 2016, by and among the Company and the other parties signatory thereto or (B) the Common Stock Purchase Warrants issued by the Company on December 11, 2017 (collectively, the right to purchase from the Company at any time and from time to time after the date hereof until 5:00 p.m., New York City local time, on November 12, 2012 (the “Expiration DateCovered Black-Scholes Warrants”), up such Securityholder hereby agrees that each such Covered Black-Scholes Warrant shall terminate at the Effective Time and be cancelled and shall be entitled to [_________] fully paid receive no consideration or securities of any kind and non-assessable shares shall cease to be binding upon the Company and the Surviving Corporation, and none of Common Stockthe Company, subject to adjustment the Surviving Corporation or any of their affiliates shall have any further obligations with respect thereto; other than that such Securityholder may notify the Company (or, after the Effective Date, the Surviving Corporation), by delivery thereto of the Repurchase Notice pursuant to Section 3 hereof (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (80%2.2(b)(iv) percent of the Exercise PriceMerger Agreement and the terms of such Covered Black-Scholes Warrant within 30 days after the Warrant Repurchase Date, applicable to such Covered Black-Scholes Warrant, that such holder is exercising such Securityholder’s right to cause the Company to repurchase such Covered Black-Scholes Warrant from such Securityholder for the Black-Scholes Value of such warrant, in accordance with its terms and conditions, and the Surviving Corporation shall repurchase such warrants in accordance with their terms. Notwithstanding In the foregoingevent any Securityholder is the beneficial owner of any such Covered Black-Scholes Warrant, such Securityholder shall, within three (3) calendar days after the applicable Warrant Repurchase Date, execute and deliver to the Company a Repurchase Notice in the form set forth in such Covered Black-Scholes Warrant, and such Securityholder further agrees that upon receipt of the Black-Scholes Value in exchange for such Covered Black-Scholes Warrant, such Covered Black-Scholes Warrant shall thereafter cease to be binding upon the Company and the Surviving Corporation, and none of the Company, the Warrants Surviving Corporation or any of their affiliates shall only be exercisable to the extent that shares of Common Stock issuable on exercise of the Warrants, when aggregated have any further obligations with (i) the Company’s outstanding shares of Common Stock as of the date hereof and (ii) shares of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase the number of shares of Common Stock authorized thereunder as shall be sufficient for reserving and making available shares of Common Stock issuable upon the exercise in full of the Warrants issued to the Warrant holder hereunder. For purposes of this Agreement, the “Exercise Price” shall initially be $[_____], which is equal to the average of the closing bid prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the date hereof, subject to any adjustments pursuant to Section 3 hereofrespect thereto.

Warrants. The At the Effective Time, each outstanding warrant to -------- purchase Company hereby grants to Stock (each, a "Warrant" and collectively the Warrant Holder"Warrants") shall, subject to by virtue of the Merger and without any further action on the part of the Company or the holder of any of Warrants (unless further action may be required by the terms set forth herein, the right to purchase from the Company at of any time and from time to time after the date hereof until 5:00 p.m., New York City local time, on November 12, 2012 (the “Expiration Date”), up to [_________] fully paid and non-assessable shares of Common Stock, subject to adjustment pursuant to Section 3 hereof (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (80%) percent of the Exercise Price. Notwithstanding the foregoing, the Warrants shall only be exercisable to the extent that shares of Common Stock issuable on exercise of the Warrants), when aggregated be assumed by Parent and each Warrant assumed by Parent shall be exercisable upon the same terms and conditions as under the applicable warrant agreements with respect to such Warrants, except that (iA) the Company’s outstanding shares of Common Stock as of the date hereof and (ii) shares of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the each such Warrant shall be exercisable for that whole number of shares authorized under of Parent Common Stock (rounded down to the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase nearest whole share) into which the number of shares of Company Stock subject to such Warrant would be converted under Section 2.2(a) and (B) the exercise price per share of Parent Common Stock authorized thereunder as shall be sufficient equal to (x) the aggregate exercise price for reserving and making available the Company Stock subject to such Warrant in effect immediately prior to the Effective Time divided by (y) the number of shares of Parent Common Stock deemed purchasable pursuant to such Warrant (the exercise price per share, so determined, being rounded down to the nearest full cent). From and after the Effective Time, all references to the Company in the warrant agreement underlying the Warrants shall be deemed to refer to Parent. Parent further agrees that if required under the terms of the Warrants it will execute a supplemental agreement with the holders of the Warrants to effectuate the foregoing. No payment shall be made for fractional shares. The aggregate number of shares of Parent Common Stock issuable upon the exercise of Warrants assumed by Parent pursuant to this Section 2.2(d) shall be referred to in full this Agreement as the "Warrant Shares." The Parent's assumption of each Warrant pursuant to this Section 2.2(d) shall be subject to the holder of such Warrant executing and delivering to the Parent the Warrant Assumption Agreement in the form of Exhibit J hereto providing that ten percent (10%) of --------- the Warrant Shares subject to such Warrant will be deposited in escrow as security for the indemnification obligations of the Warrants issued to the Warrant holder hereunder. For purposes of this Agreement, the “Exercise Price” shall initially be $[_____], which is equal to the average of the closing bid prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the date hereof, subject to any adjustments pursuant to Section 3 Holders under Article XI hereof.

Warrants. The Company hereby grants to the Warrant Holder, subject to the terms set forth herein, the right to purchase from the Company at any time and from time to time after As soon as practicable following the date hereof until 5:00 p.m., New York City local time, on November 12, 2012 (the “Expiration Date”), up to [_________] fully paid and non-assessable shares of Common Stock, subject to adjustment pursuant to Section 3 hereof (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (80%) percent of the Exercise Price. Notwithstanding the foregoing, the Warrants shall only be exercisable to the extent that shares of Common Stock issuable on exercise of the Warrants, when aggregated with (i) the Company’s outstanding shares of Common Stock as of the date hereof and (ii) shares of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase the number of shares of Common Stock authorized thereunder as shall be sufficient for reserving and making available shares of Common Stock issuable upon the exercise in full of the Warrants issued to the Warrant holder hereunder. For purposes of this Agreement, the “Exercise Price” Board of Directors of Company shall initially take all necessary actions to amend Section 6(a) of the Warrant Agreement by and between Company and Shansby Partners, L.L.C. dated September 2, 1997 to provide that the warrants covered thereby shall be $[_____]exercisable at the Effective Time of the Merger. The outstanding warrants for shares of Company Common Stock (collectively "Warrants" and individually, which is each "Warrant") governed by those certain Warrant Agreements, dated September 2, 1997, September 30, 1997, October 29, 1997 and January 9, 1998, by and between Company and Shansby Partners, L.L.C. (collectively, the "Shansby Warrant Agreements") shall at the Effective Time of the Merger automatically without any further action of Company or the holders thereof be canceled in exchange for the right to receive at the Effective Time of the Merger an amount in cash equal to the average product of (i) the total number of shares of Company Common Stock subject to such Warrant, multiplied by (ii) the excess of the closing bid prices Merger Consideration over the exercise price per share of Company Common Stock subject to such Warrant. The Company shall use its reasonable efforts to obtain the consents (the "Amstxxx Xxxsents") of Lawrxxxx Xxxxxxx, Xxth X. Xxxxxxx and Barrx X. Xxxxx, xxo are each parties to that certain Warrant Agreement dated October 30, 1997 with Company (the "Amstxxx Xxxrant Agreement") to have such warrants covered thereby canceled in accordance with the terms of the Common Stock for the ten (10) consecutive trading days immediately preceding sentence; provided, that if the date hereofAmstxxx Xxxsents are not so obtained the Company shall promptly redeem such warrants in accordance with the current terms of the Amstxxx Xxxrant Agreement following acceptance for payment of, subject and payment for, the shares in the Offer. The Shansby Warrant Agreements and the Amstxxx Xxxrant Agreement shall be collectively referred to any adjustments pursuant to Section 3 hereofherein as the "Warrant Agreements."

Warrants. The Company hereby grants to Each Buyer's Debenture shall be accompanied by a number of warrants (the Warrant Holder, subject to the terms set forth herein, the right "D Warrants") to purchase from the Company at any time and from time to time after the date hereof until 5:00 p.m., New York City local time, on November 12, 2012 (the “Expiration Date”), up to [_________] fully paid and non-assessable shares of Common Stock, subject to adjustment pursuant to Section 3 hereof (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (80%) percent of the Exercise Price. Notwithstanding the foregoing, the Warrants shall only be exercisable to the extent that shares of Common Stock issuable on exercise of the Warrants, when aggregated with (i) the Company’s outstanding shares of Common Stock as of the date hereof and (ii) shares of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase the a number of shares of Common Stock authorized thereunder equal to 100% of the Original Principal Amount of the Debentures being purchased by such Buyer, divided by the Initial Conversion Price (as defined in the Debenture) (the "D Warrant Amount"). The D Warrants shall be sufficient for reserving in the form of the Warrant annexed hereto as Exhibit E-1, except that the "Initial Exercise Price," as defined therein, shall equal $0.88 (the "Initial D Warrant Exercise Price"), subject to adjustment therein. The D Warrants shall contain Exercise Price adjustment provisions that are consistent with the adjustment provisions afforded to the Conversion Price of the Debenture in the Debenture and making available shall have a five (5) year term. Each Debenture shall also be accompanied by a number of warrants (the "E Warrants") to purchase a number of shares of Common Stock issuable upon the exercise in full equal to 100% of the Original Principal Amount of the Debentures being purchased by such Buyer, divided by the Initial Conversion Price (as defined in the Debenture) (the "E Warrant Amount"). The E Warrants issued shall be in the form of the Warrant annexed hereto as Exhibit E-2, except that the "Initial Exercise Price," as defined therein, shall equal $0.80 (the "Initial E Warrant Exercise Price"), subject to adjustment therein. The E Warrants shall contain Exercise Price adjustment provisions that are consistent with the adjustment provisions afforded to the Conversion Price of the Debenture in the Debenture and shall have a term which extends through the date that if one (1) year after the Effective Date. The E Warrant holder hereunder. For purposes shall afford the Holder the right to purchase a number of this Agreement, the “Exercise Price” shall initially be $[_____], which is "F Warrants" equal to the average E Warrant Amount (the "F Warrant Amount"), and shall be redeemable by the Company at any time after issuance at a price determined by the Black-Scholes model (as further described in the E Warrants). The "F Warrants" shall be in the form attached hereto as Exhibit E-3, except that the "Initial Exercise Price" as defined therein shall equal $0.88 (the "Initial F Warrant Exercise Price"). Each Buyer's Debenture shall be accompanied by a number of warrants (the "G Warrants") to purchase a number of shares of Common Stock equal to 100% of the closing bid prices Original Principal Amount of the Common Stock for Debentures being purchased by such Buyer, divided by the ten Initial Conversion Price (10as defined in the Debenture) consecutive trading days immediately preceding (the date hereof"G Warrant Amount"). The G Warrants shall be in the form of the Warrant annexed hereto as Exhibit E-4, except that the "Initial Exercise Price," as defined therein, shall equal $1.00 (the "Initial G Warrant Exercise Price"), subject to any adjustments pursuant adjustment therein. The G Warrants shall contain Exercise Price adjustment provisions that are consistent with the adjustment provisions afforded to Section 3 hereofthe Conversion Price of the Debenture in the Debenture and shall have a five (5) year term.

Warrants. The As soon as practicable following the date of this Agreement, -------- the Board of Directors of Company hereby grants shall take all necessary actions to amend Section 6(a) of the Warrant HolderAgreement by and between Company and Shansby Partners, subject L.L.C. dated September 2, 1997 to provide that the terms set forth hereinwarrants covered thereby shall be exercisable at the Effective Time of the Merger. The outstanding warrants for shares of Company Common Stock (collectively "Warrants" and individually, each "Warrant") governed by those certain Warrant Agreements, dated September 2, 1997, September 30, 1997, October 29, 1997 and January 9, 1998, by and between Company and Shansby Partners, L.L.C. (collectively, the "Shansby Warrant Agreements") shall at the Effective Time of the Merger automatically without any further action of Company or the holders thereof be canceled in exchange for the right to purchase from receive at the Company at any time and from time to time after the date hereof until 5:00 p.m., New York City local time, on November 12, 2012 (the “Expiration Date”), up to [_________] fully paid and non-assessable shares of Common Stock, subject to adjustment pursuant to Section 3 hereof (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (80%) percent Effective Time of the Exercise Price. Notwithstanding the foregoing, the Warrants shall only be exercisable Merger an amount in cash equal to the extent that shares product of Common Stock issuable on exercise of the Warrants, when aggregated with (i) the Company’s outstanding total number of shares of Company Common Stock as of the date hereof and subject to such Warrant, multiplied by (ii) shares the excess of the Merger Consideration over the exercise price per share of Company Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under the Company’s Restated Certificate of Incorporation, as amendedsubject to such Warrant. The Company shall use its reasonable efforts to obtain the consents (the "Xxxxxxx Consents") of Xxxxxxxx Xxxxxxx, Xxxx X. Xxxxxxx and Xxxxx X. Xxxxx, who are each parties to that certain Warrant Agreement dated October 30, 1997 with Company (the "Xxxxxxx Warrant Agreement") to have such warrants covered thereby canceled in accordance with the terms of the immediately preceding sentence; provided, that if the Xxxxxxx Consents are not so obtained the Company shall promptly cause its Restated Certificate redeem such warrants in accordance with the current terms of Incorporationthe Xxxxxxx Warrant Agreement following acceptance for payment of, as amendedand payment for, to be further amended to increase the number of shares of Common Stock authorized thereunder as in the Offer. The Shansby Warrant Agreements and the Xxxxxxx Warrant Agreement shall be sufficient for reserving and making available shares of Common Stock issuable upon collectively referred to herein as the exercise in full of the Warrants issued to the "Warrant holder hereunder. For purposes of this Agreement, the “Exercise Price” shall initially be $[_____], which is equal to the average of the closing bid prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the date hereof, subject to any adjustments pursuant to Section 3 hereofAgreements."

Warrants. The Company hereby grants With respect to each outstanding warrant to purchase shares of Target Common Stock (a) issued pursuant to the Common Stock Purchase Warrant HolderAgreement with Xxxxx Xxxxxxxxx, dated July 25, 1997, (b) issued pursuant to the Common Stock Purchase Warrant Agreement with Capital Growth International, L.L.C., dated July 30, 1996, and (c) issued to Xxxxx Xxxxxxxxxxx (collectively, the "Warrants") immediately prior to the Effective Time, Target shall (a) cancel immediately prior to the Effective Time each Warrant that it has the right to cancel, and (b) with respect to Warrants that it does not have the right to cancel, use its commercially reasonable efforts to obtain the consent of the holder of such Warrant to its cancellation and, subject to such consent, cancel such Warrant immediately prior to the terms set forth hereinEffective Time. In consideration for the cancellation of such Warrant, Target agrees to and shall pay to the right holder of each canceled Warrant, at the Effective Time (whether or not such Warrant was exercisable immediately prior to purchase from the Company at any time and from time to time after the date hereof until 5:00 p.m., New York City local time, on November 12, 2012 (the “Expiration Date”its cancellation), up to [_________] fully paid and non-assessable shares of Common Stock, subject to adjustment pursuant to Section 3 hereof (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (80%) percent of the Exercise Price. Notwithstanding the foregoing, the Warrants shall only be exercisable an amount in cash equal to the extent that shares product of Common Stock issuable on exercise of the Warrants, when aggregated with (i) the Company’s outstanding shares of Common Stock as excess, if any, of the date hereof Per Share Amount over the per-share exercise price for such Warrant, and (ii) shares of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under Shares of Target Common Stock previously subject to such Warrant. Each Warrant which is not canceled as described above shall continue to have, and be subject to, the Company’s Restated Certificate same terms and conditions set forth in such Warrants (including, without limitation, any provision contained therein relating to the repurchase or redemption thereof), except that such Warrants shall be exercisable for an amount in cash equal to the product of Incorporation(i) the excess, as amended. The Company shall promptly cause its Restated Certificate if any, of Incorporationthe Per Share Amount over the per-share exercise price for such Warrant, as amended, to be further amended to increase multiplied by (ii) the number of shares of Target Common Stock authorized thereunder as shall be sufficient for reserving and making available shares of Common Stock issuable upon the exercise in full of the Warrants issued to the Warrant holder hereunder. For purposes of this Agreement, the “Exercise Price” shall initially be $[_____], which is equal to the average of the closing bid prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the date hereof, previously subject to any adjustments pursuant to Section 3 hereofsuch Warrant.

Warrants. The Upon the sale of the Note of $2,500,000.00 by the Company hereby grants to the Warrant HolderLender at Effective Date, subject the Company shall simultaneously issue to the terms Lender at the Effective Date, a warrant in substantially the form annexed hereto as Exhibit B (the “Warrant”) to purchase an aggregate of 416,667 shares of Common Stock (the “Warrant Shares”) at an exercise price of $6.00 per share (the “Exercise Price”). The Warrant shall be cashless exercisable for a period of five (5) years from the issue date specified on the face of such Warrant until and unless the underlying commons shares are registered by the Company in an effective registration statement as set forth hereinin Section 7, and such registration statement stays effective, in which event the right Warrants shall be exercisable only on a cash basis. The Warrants shall have Down Round Protection meaning that prior to purchase from the Company exercise, if at any time and from time the Company grants, issues or sells any Common Stock, options to purchase Common Stock, securities convertible into Common Stock or rights relating to Common Stock (the “Purchase Rights”) to any person, entity, association, or other organization other than the Lender, at a price per share less than the Exercise Price, then the Exercise Price hereof shall be proportionately reduced to match the price per share of the Purchase Rights. For purposes of clarification, if the Company sells Common Stock at $5.00 per share at any time after the date hereof until 5:00 p.m.but prior to exercise, New York City local time, on November 12, 2012 (the “Expiration Date”), up to [_________] fully paid and non-assessable shares of Common Stock, subject to adjustment pursuant to Section 3 hereof (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (80%) percent of then the Exercise PricePrice of Lender’s Warrant Shares would be adjusted to $5.00. Notwithstanding the foregoingNotwithstanding, the Warrants Exercise Price may not exceed $5.00 per share in any case. The issuance of Purchase Rights shall only be exercisable to not constitute a Down Round for purposes of this Agreement in the extent that shares of Common Stock issuable on exercise of the Warrants, when aggregated with event of: (i) the exercise or issuance of stock options or the conversion of convertible securities in each case issued to employees, directors of, or consultants to the Company pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company’s ; (ii) a dividend or distribution payable to holders of capital stock of the Company; (iii) a subdivision (by stock split, recapitalization or otherwise) of outstanding shares of Common Stock as of the date hereof and (ii) shares of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the Company into a greater number of shares authorized under ; or (iv) the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase the number issuance of shares pursuant to a currently outstanding security. Each of Common Stock authorized thereunder as these events shall be sufficient for reserving and making available shares of Common Stock issuable upon the exercise in full of the Warrants issued to the Warrant holder hereunder. For purposes of this Agreement, the an “Exercise Price” shall initially be $[_____], which is equal to the average of the closing bid prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the date hereof, subject to any adjustments pursuant to Section 3 hereofExempt Issuance”.

Warrants. The Company hereby grants Upon the following terms and conditions and for no additional consideration, in addition to the Common Stock the Purchaser shall be issued (x) 100,000 Series A Warrants, in substantially the form attached hereto as Exhibit B-1 (the “Series A Warrants”), (y) 100,000 Series B Warrants, in substantially the form attached hereto as Exhibit B-2 (the “Series B Warrants”), and (z) 100,000 Series C Warrants, in substantially the form attached hereto as Exhibit B-3 (the “Series C Warrants” and, together with the Series A Warrants and Series B Warrants, the “Warrants”). Each Series A Warrant Holder, subject to the terms set forth herein, shall represent the right to purchase from one share of Common Stock at an exercise price of $5.25 per share and shall expire on the later of (i) one year following the Closing Date or (ii) six months following the effective date of a registration statement filed by the Company at any time and from time pursuant to time after the date hereof until 5:00 p.m., New York City local time, on November 12, 2012 Registration Rights Agreement (as hereinafter defined) under which the “Expiration Date”), up to [_________] fully paid and non-assessable resale of the shares of Common Stock, subject to adjustment pursuant to Section 3 hereof (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (80%) percent all of the Exercise Price. Notwithstanding the foregoing, the Warrants shall only be exercisable to the extent that shares of Common Stock issuable underlying the Series A Warrants have been registered under the Securities Act. Each Series B Warrant shall represent the right to purchase one share of Common Stock at an exercise price of $5.50 and shall expire on exercise the later of the Warrants, when aggregated with (i) one year following the Company’s outstanding Closing Date or (ii) six months following the effective date of a registration statement filed by the Company pursuant to the Registration Rights Agreement under which the resale of all of the shares of Common Stock as underlying the Series B Warrants have been registered under the Securities Act. Each Series C Warrant shall represent the right to purchase one share of Common Stock at an exercise price of $6.00 and shall expire on the date hereof and later of (i) eighteen months following the Closing Date or (ii) twelve months following the effective date of a registration statement filed by the Company pursuant to the Registration Rights Agreement under which the resale of all of the shares of Common Stock issuable on conversion or exercise, as underlying the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized Series C Warrants have been registered under the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase the number of shares of Common Stock authorized thereunder as shall be sufficient for reserving and making available shares of Common Stock issuable upon the exercise in full of the Warrants issued to the Warrant holder hereunder. For purposes of this Agreement, the “Exercise Price” shall initially be $[_____], which is equal to the average of the closing bid prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the date hereof, subject to any adjustments pursuant to Section 3 hereofSecurities Act.

Warrants. The Company hereby grants agrees to issue to Buyer at the Warrant Holder, subject to Closing a stock purchase warrant in the terms set forth herein, form of Annex VI (the right "Warrant") entitling the holder thereof to purchase from the Company at any time and from time to time after the date hereof until 5:00 p.m., New York City local time, on November 12, 2012 (the “Expiration Date”), an aggregate of up to [_________] fully paid and non-assessable shares of Common Stock, subject to adjustment pursuant to Section 3 hereof (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (80%) percent of the Exercise Price. Notwithstanding the foregoing, the Warrants shall only be exercisable to the extent that 100,000 shares of Common Stock issuable on (the "Warrant Shares"). The Warrant shall bear an exercise price per share of Common Stock equal to 125% of the Warrantsaverage closing price of a share of Common Stock for the five (5) consecutive trading days ending on the day preceding the Closing Date, when aggregated with and shall be exercisable immediately upon issuance, and for a period of five (i5) years thereafter. The Warrant Shares shall be entitled to the Company’s registration rights under the Registration Rights Agreement. In addition, if the closing of the transaction contemplated by that certain purchase agreement between the Company and Catholic Radio Network, LLC, dated April 17, 1998 (the "CRN Closing"), does not occur on or prior to September 30, 1998 and shares of Preferred Stock remain outstanding as of September 30, 1998, the Company shall issue to Buyer, on October 1, 1998, a stock purchase warrant substantially in the form of the Warrant (the "Additional Warrant") entitling the holder thereof to purchase an aggregate of up to 25,000 shares of Common Stock as of (the date hereof and (ii) shares "Additional Warrant Shares"). The Additional Warrant shall bear an exercise price per share of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase the number of shares of Common Stock authorized thereunder as shall be sufficient for reserving and making available shares of Common Stock issuable upon the exercise in full of the Warrants issued to the Warrant holder hereunder. For purposes of this Agreement, the “Exercise Price” shall initially be $[_____], which is equal to the average lesser of (i) 100% of the average closing bid prices price of the a share of Common Stock for the ten five (105) consecutive trading days immediately ending on the day preceding the date hereofClosing Date, subject or (ii) 80.77% of the closing price of a share of Common Stock on September 30, 1998. The Additional Warrant shall be exercisable immediately upon issuance, and for a period of five (5) years thereafter. Upon issuance of the Additional Warrant, the Additional Warrant Shares shall be entitled to any adjustments pursuant to Section 3 hereofregistration rights substantially in the form of the Registration Rights Agreement.

Warrants. Warrant Exercise Each Warrant will be exercisable for 1 Warrant Share at an exercise price of US$5.00. Exercise Period The Company Warrants will be exercisable beginning on September 16, 2016 and will expire on September 15, 2023. Redemption The Warrants will not be redeemable by the Corporation. Anti-Dilution The exercise price and number of Warrant Shares purchasable under the Warrants will be subject to proportionate adjustment in the event of any stock splits, stock dividends, reorganizations, recapitalizations in respect of the common stock of the Corporation. Warrant Exchange The Warrants will be automatically exchanged for Series B Warrants of the Corporation after receipt of required approvals, including the approval of the holders of the Series B Warrants. The terms of the Series B Warrants are exactly the same as stated for Warrants. The Series B Warrants are listed on the TSX. The Warrants will not be listed on any exchange. SCHEDULE "B" CLASS A PREFERRED SHARE, SERIES 1 TERMS AND CONDITIONS SCHEDULE "C" WARRANT AGREEMENT SCHEDULE "D" PAYMENT INSTRUCTIONS SCHEDULE "E" FORM OF ESCROW AGREEMENT SCHEDULE "F" FORM OF REGISTRATION RIGHTS AGREEMENT EXHIBIT 1 REPRESENTATION LETTER (FOR CANADIAN RESIDENT ACCREDITED INVESTORS) TO: Kingsway Financial Services Inc. (the "Corporation") (Capitalized terms not specifically defined in this Exhibit have the meaning ascribed to them in the Subscription Agreement to which this Exhibit is attached) In connection with the execution by the undersigned Subscriber of the Subscription Agreement which this Representation Letter forms a part of, the undersigned Subscriber hereby grants represents, warrants, covenants and certifies to the Warrant Holder, subject to the terms set forth herein, the right to purchase from the Company at any time and from time to time after the date hereof until 5:00 p.m., New York City local time, on November 12, 2012 (the “Expiration Date”), up to [_________] fully paid and non-assessable shares of Common Stock, subject to adjustment pursuant to Section 3 hereof (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (80%) percent of the Exercise Price. Notwithstanding the foregoing, the Warrants shall only be exercisable to the extent that shares of Common Stock issuable on exercise of the Warrants, when aggregated with (i) the Company’s outstanding shares of Common Stock as of the date hereof and (ii) shares of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase the number of shares of Common Stock authorized thereunder as shall be sufficient for reserving and making available shares of Common Stock issuable upon the exercise in full of the Warrants issued to the Warrant holder hereunder. For purposes of this Agreement, the “Exercise Price” shall initially be $[_____], which is equal to the average of the closing bid prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the date hereof, subject to any adjustments pursuant to Section 3 hereof.Corporation that:

Warrants. (a) The Company hereby grants Twenty Five Thousand (25,000) Warrants which were granted by Borrower pursuant to Amendment No. 1 to the Note (the "Old Legong Warrants") shall be repriced, so that the exercise price thereof shall be One Dollar Eighty Cents ($1.80) per Old Legong Warrant HolderShare. (b) Simultaneously with the execution of this Amendment No. 2, subject Borrower shall grant to the terms set forth herein, Legong nontransferable stock purchase warrants representing the right to purchase from up to Twenty Thousand (20,000) shares of Borrower's common stock (the Company "New Warrant Shares") at a warrant exercise price equal to One Dollar and Eighty Cents ($1.80) per share, and otherwise on the same terms as the Old Legong Warrants (the "New Legong Warrants"). The New Legong Warrants shall expire on December 31, 2000. (c) The New Legong Warrants shall be redeemable by Borrower at a redemption price of Fifty Cents ($0.50) per New Warrant Share if the closing sale price for Borrower's common stock shall have exceeded Twenty Dollars ($20.00) per share for not less than twenty (20) trading days immediately prior to the date on which Borrower shall give Legong written notice of its intent to so redeem the New Legong Warrants. In the event that Borrower shall give Legong notice of its intent to redeem the New Legong Warrants as described in this paragraph (b), Legong shall have the right to exercise its rights under the New Legong Warrants at any time and from time to time after the date hereof until 5:00 p.m., New York City local time, on November 12, 2012 (the “Expiration Date”), up to [_________] fully paid and non-assessable shares of Common Stock, subject to adjustment pursuant to Section 3 hereof (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (80%) percent of the Exercise Price. Notwithstanding the foregoing, the Warrants shall only be exercisable to the extent that shares of Common Stock issuable on exercise of the Warrants, when aggregated with (i) the Company’s outstanding shares of Common Stock as of the date hereof and (ii) shares of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase the number of shares of Common Stock authorized thereunder as shall be sufficient for reserving and making available shares of Common Stock issuable upon the exercise in full of the Warrants issued to the Warrant holder hereunder. For purposes of this Agreement, the “Exercise Price” shall initially be $[_____], which is equal to the average of the closing bid prices of the Common Stock for within the ten (10) consecutive trading business days immediately preceding following the date hereof, subject on which such notice is first given to any adjustments pursuant to Section 3 hereofLegong. 4.

Warrants. The Company hereby grants to As additional compensation for the Warrant Holder, subject to the terms set forth hereinservices performed hereunder, the right Company shall issue to purchase from the Company Rxxxxx or its designees at any time and from time to time after the date hereof until 5:00 p.m.each Closing, New York City local time, on November 12, 2012 warrants (the “Expiration DateRxxxxx Warrants”), up ) to [_________] fully paid and non-assessable shares of Common Stock, subject to adjustment pursuant to Section 3 hereof (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (80%) percent of the Exercise Price. Notwithstanding the foregoing, the Warrants shall only be exercisable to the extent purchase that shares of Common Stock issuable on exercise of the Warrants, when aggregated with (i) the Company’s outstanding shares of Common Stock as of the date hereof and (ii) shares of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase the number of shares of Common Stock authorized thereunder as shall be sufficient for reserving and making available common stock of the Company (“Shares”) equal to 7% of the aggregate number of Shares placed in the applicable Placement (excluding shares of Common Stock issuable upon the exercise in full of the any Warrants issued to Purchasers in such Placement) and, in the Warrant event there is an “oversubscription option” or “greenshoe” or warrant granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder hereunderin such oversubscription option or greeshoes or warrant (whether or not such exercise occurs during the Term). For purposes Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of this Agreementthe exercise of an “oversubscription option” or “greenshoe” or warrant shall be required only if and when exercised, not on the closing of the applicable Placement. The Rxxxxx Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the “Exercise Price” Rxxxxx Warrants shall initially be $[_____]in a customary form reasonably acceptable to Rxxxxx. If required by FINRA Rule 5110, which is equal to the average Rxxxxx Warrants shall not be transferable for six months from the date of the applicable closing bid prices of the Common Stock for Placement, and further, the ten (10) consecutive trading days immediately preceding number of Shares underlying the date hereofRxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, subject to any adjustments pursuant to Section 3 hereof.Xxx Xxxx 00000 | 212.356.0500 Security services provided by H.X. Xxxxxxxxxx & Co., LLC | Member: FINRA/SIPC

Warrants. (a) On the Closing Date, the Company will issue and deliver to Investments a Fifth Amendment Warrant (an "Initial Fifth Amendment Warrant") to acquire one million nine hundred fifty thousand (1,950,000) Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares). (b) The Company hereby grants shall have the option to extend the then Demand Date, as such term is defined in the Loan Agreement, to the last day of the month immediately following the month in which the Demand Date would then occur by providing written notice (the "Extension Notice") to the Holders (as defined in the Loan Agreement) and to the holders of Series H Preferred Stock not less than thirty five (35) days prior to the then Demand Date. As a condition to each such extension, the Company shall be obligated to issue and deliver Fifth Amendment Warrants (each, an "Additional Fifth Amendment Warrant") to Investments according to the following schedule and in the following amounts (for the avoidance of doubt, such amounts are cumulative): (i) in the event that the Company wishes to extend the Demand Date to July 31, 2001, an Additional Fifth Amendment Warrant Holder, to purchase one million (1,000,000) Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the terms set forth hereinDepositary Shares) one (1) Business Day before the then Demand Date, provided that, in the event that the Note (as such term is defined in the Loan Agreement) is repaid in full before the then Demand Date, the right Company shall have no obligation to issue and deliver such Additional Fifth Amendment Warrant; (ii) in the event that the Company wishes to extend the Demand Date to August 31, 2001, an Additional Fifth Amendment Warrant to purchase from one million (1,000,000) Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares) one (1) Business Day before the then Demand Date, provided that, in the event that the Note is repaid in full before the then Demand Date, the Company at any time shall have no obligation to issue and from time deliver such Additional Fifth Amendment Warrant; (iii) in the event that the Company wishes to time after extend the date hereof until 5:00 p.m.Demand Date to September 30, New York City local time2001, on November 12, 2012 an Additional Fifth Amendment Warrant to purchase one million (the “Expiration Date”), up to [_________] fully paid and non-assessable shares of Common Stock, 1,000,000) Depositary Shares (subject to adjustment pursuant appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares) one (1) Business Day before the then Demand Date, provided that, in the event that the Note is repaid in full before the then Demand Date, the Company shall have no obligation to Section 3 hereof issue and deliver such Additional Fifth Amendment Warrant; (iv) in the “event that the Company wishes to extend the Demand Date to October 31, 2001, an Additional Fifth Amendment Warrant to purchase two million (2,000,000) Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares”)) one (1) Business Day before the then Demand Date, which number of provided that, in the event that the Note is repaid in full before the then Demand Date, the Company shall have no obligation to issue and deliver such Additional Fifth Amendment Warrant; (v) in the event that the Company wishes to extend the Demand Date to November 30, 2001, an Additional Fifth Amendment Warrant to purchase two million (2,000,000) Depositary Shares equals (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Loan Amount divided by eighty Depositary Shares) one (80%1) percent of Business Day before the Exercise Pricethen Demand Date, provided that, in the event that the Note is repaid in full before the then Demand Date, the Company shall have no obligation to issue and deliver such Additional Fifth Amendment Warrant; and (vi) in the event that the Company wishes to extend the Demand Date to December 31, 2001, an Additional Fifth Amendment Warrant to purchase two million (2,000,000) Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares) one (1) Business Day before the then Demand Date, provided that, in the event that the Note is repaid in full before the then Demand Date, the Company shall have no obligation to issue and deliver such Additional Fifth Amendment Warrant. (c) Notwithstanding the foregoing, the Warrants shall only be exercisable if prior to the extent that shares of Common Stock issuable on exercise of the Warrants, when aggregated with then Demand Date (i) the Company’s outstanding shares Board of Common Stock as Directors of the date hereof and Company approves a transaction involving the sale of the Company (through a merger, consolidation, sale, conveyance or lease of all or substantially all of its assets, or otherwise), (ii) shares the consideration from such transaction that would be paid to the holders of Common Stock issuable on conversion the Company's Depositary Shares for each Depositary Share (whether directly from the Acquiror or exerciseby distribution by the Company) would exceed $.10 per Depositary Share (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares), (iii) the Company is prohibited from engaging in such transaction without the approval of the Purchasers in accordance with the Series G Purchase Agreement, as amended by this Fifth Amendment, or Investments in accordance with the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase the number of shares of Common Stock authorized thereunder as shall be sufficient for reserving and making available shares of Common Stock issuable upon the exercise in full of the Warrants issued to the Warrant holder hereunder. For purposes of this Loan Agreement, and (iv) such required approval is not given by the “Exercise Price” shall initially be $[_____]Purchasers and Investments within 10 days after such approval is requested in writing by the Company (such events being referred to as a "Company Sale Rejection"), which is equal then the Company may extend the Demand Date to the average of the closing bid prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the date hereofDecember 31, subject 2000 without any obligation to any adjustments issue Additional Fifth Amendment Warrants to Investments pursuant to Section 3 hereof.2.2(b). ARTICLE III

Warrants. The Company hereby grants Merger Agreement provides that (a) the holder of each warrant in respect of Shares that was issued prior to 2016 (the “Prior Warrants”) and that is issued, unexpired and outstanding immediately prior to the Effective Time, will be entitled to either (1) exercise such Prior Warrant Holderpursuant to its terms, and such exercise will be deemed effective immediately prior to and contingent on the consummation of the Merger, or (2) elect not to exercise such Prior Warrant, in which case such Prior Warrant will expire immediately prior to the consummation of the Merger, and (b) the holder of each warrant in respect of Shares that was issued in 2016 (the “2016 Warrants” and, together with the Prior Warrants, the “Warrants” and each a “Warrant”) and that is issued, unexpired and outstanding immediately prior to the irrevocable acceptance for payment by Purchaser of Shares pursuant to and subject to the terms set forth herein, the right to purchase from the Company at any time and from time to time after the date hereof until 5:00 p.m., New York City local time, on November 12, 2012 Offer (the “Expiration DateAcceptance Time”), up to [_________] fully paid and non-assessable shares of Common Stockwill, subject to adjustment pursuant to Section 3 hereof the terms thereof and by virtue of the consummation of the Offer and without any action on the part of the holder thereof, be entitled to receive an amount in cash, if any, equal to the product obtained by multiplying (1) the aggregate number of Shares for which such 2016 Warrant was exercisable immediately prior to the Acceptance Time by (2) the excess, if any, of the Offer Price over the exercise price per Share of such 2016 Warrant (the “Shares2016 Warrant Consideration”), which number of Shares equals . Promptly following the Loan Amount divided by eighty (80%) percent consummation of the Exercise Price. Notwithstanding Offer, Relypsa will pay the foregoing, the Warrants shall only be exercisable 2016 Warrant Consideration to the extent that shares of Common Stock issuable on exercise holders of the 2016 Warrants, when aggregated . See Section 11 — “Purpose of the Offer and Plans for Relypsa; Merger Agreement and Other Agreements — The Merger Agreement — Warrants.” Treatment of Relypsa ESPP • The Offer is made only for Shares and not for rights to purchase shares under Relypsa’s 2013 Employee Stock Purchase Plan (the “ESPP”). The ESPP will continue to be operated in accordance with its terms until its termination on the earlier of (ia) the Company’s outstanding shares end of Common Stock the offering period that is underway as of the date hereof of the Merger Agreement and (iib) shares the Effective Time. No new offering periods will commence following the execution of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding Merger Agreement. Any offering period that is underway as of the date hereof, would not exceed of the number of shares authorized Merger Agreement will be the final offering period under the CompanyESPP, and if any offering period might otherwise be underway as of the Effective Time, Relypsa will terminate such offering period no later than the last payroll period prior to the Effective Time (the “Final Exercise Date”) and make any pro-rata adjustments that may be necessary to reflect any such shortened offering period. Relypsa will cause each participant’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, shares purchase right under the ESPP to be further amended to increase the number of shares of Common Stock authorized thereunder exercised as shall be sufficient for reserving and making available shares of Common Stock issuable upon the exercise in full of the Warrants issued Final Exercise Date, and each Share purchased thereunder immediately prior to the Warrant holder hereunderEffective Time will be cancelled at the Effective Time and converted into the right to receive the Offer Price, less any applicable withholdings. For purposes of this Agreement, Shares purchased under the “Exercise Price” shall initially be $[_____], which is equal ESPP in sufficient time to tender such Shares pursuant to the average Offer may be tendered in accordance with the terms of the closing bid prices Offer. See Section 11 — “Purpose of the Common Stock Offer and Plans for the ten (10) consecutive trading days immediately preceding the date hereof, subject to any adjustments pursuant to Section 3 hereofRelypsa; Merger Agreement and Other Agreements —The Merger Agreement — Treatment of Relypsa ESPP.”

Warrants. The Company hereby grants In addition to the Warrant HolderCash Fee, subject to the terms set forth hereinimmediately upon Closing of any private Offering, the right Company shall sell for $1,000 to NSC warrants (“Warrants”) to purchase from the Company at any time and from time to time after the date hereof until 5:00 p.m., New York City local time, on November 12, 2012 (the “Expiration Date”), up to [_________] fully paid and non-assessable shares of Common Stock, subject in an amount equal to adjustment pursuant to Section 3 hereof ten percent (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (8010%) percent of the Exercise Price. Notwithstanding the foregoing, the Warrants shall only be exercisable to the extent that shares of aggregate Common Stock issuable on exercise of the Warrantsor, when aggregated with (i) the Company’s outstanding shares of Common Stock as of the date hereof and (ii) shares of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase if a derivative the number of shares of Common Stock authorized thereunder as into which the derivative is convertible or exercisable, issued in the private Offering. In an IPO the Company shall be sufficient for reserving and making available grant NSC Warrants to purchase Common Stock in an amount equal to 12 percent (12%) of the aggregate Common Stock and, if a derivative is included in the Offering, additionally the number of shares of Common Stock issuable upon into which the exercise derivative is convertible or exercisable, issued in the IPO; provided, that in the case of an IPO, if NSC is not able to underwrite the full amount of the IPO, the Company shall have the right with NSC’s reasonable consent to include one or more additional underwriters as part of the underwriting syndicate for the IPO on customary terms and conditions. The Form of Warrant to be used is attached hereto as Exhibit B. Such Warrants will be for a term of five (5) years at an exercise price equal to 120% (one hundred twenty percent) of the price paid by investors in the Offering. The Warrants will contain provisions for cashless exercise and adjustments for stock splits and similar transactions and representations and warranties normal and customary for warrants issued to the Warrant holder hereunder. For purposes of this Agreementplacement agents or underwriters, the “Exercise Price” shall initially and will not be $[_____], which is equal callable or terminable prior to the average expiration date. The Warrants may only be transferred in compliance with applicable securities laws and FINRA rules. Common Stock underlying the Warrants will have registration rights typical of those granted to underwriters or placement agents for the offering in which the Warrants are issued, including “piggyback” registration rights on the registrations of the closing bid prices Company or demand registrations (voting with the other registrable securities to effect any such demand), as the case may be. The Company shall bear all costs and expenses of registration, including the Common Stock for the ten (10) consecutive trading days immediately preceding the date hereof, subject filing and clearing of one or more registration statements. The Warrants may be assigned to any adjustments pursuant persons or entities designated by NSC. Section 2(d)(II), is hereby modified to Section 3 hereofclarify that any legal retainers and fees paid are only refundable to the extent not earned, on an accountable basis.

Warrants. The Company hereby grants to the Warrant HolderAs partial consideration for Caster's covenants and agreements contained herein, PMSI agrees that it shall, subject to satisfaction of the terms conditions set forth in this Section, issue to Caster, on or before April 30 in the years 2001, 2002, 2003, 2004 and 2005 (the "Warrant Issue Dates"), five warrants (one on each Warrant Issue Date) in substantially the form attached hereto as Exhibit D (the "Warrants"), each entitling Caster to purchase twenty thousand (20,000) shares (as adjusted for any stock splits, stock dividends, recapitalizations and the like after the Effective Time) of $0.01 par value common stock of PMSI. As used herein, a "Warrant Issue Period" shall mean, with respect to any Warrant Issue Date, the preceding twelve (12) month period ending on the last day of February of that year. As a condition to PMSI's obligation to issue a Warrant on the Warrant Issue Date of April 30, 2001, Newco's consolidated net income, determined using generally accepted accounting principles consistently applied ("Consolidated Net Income"), for the respective Warrant Issue Period must exceed one hundred twenty percent (120%) of the Consolidated Net Income for the period beginning March 1, 1999 and ending February 29, 2000. As a condition to PMSI's obligation to issue a Warrant on any of the Warrant Issue Dates in the years 2002, 2003, 2004 and 2005, Newco's increase in Consolidated Net Income for the respective Warrant Issue Period must exceed a target amount to be determined in advance of each Warrant Issue Period by the vote or written consent of two of the three managers of Newco; provided, however, that such target amount cannot exceed (a) one hundred twenty percent (120%) of the Consolidated Net Income for the Warrant Issue Period ending on the last day of February in the full calendar year immediately preceding the Warrant Issue Date, or (b) with respect to Warrants issuable on or after the 2003 Warrant Issue Date, one hundred forty-four percent (144%) of the Consolidated Net Income for the Warrant Issue Period ending on the last day of February in the second most recent full calendar year that precedes the Warrant Issue Date. The rights under each Warrant issued pursuant to this Section shall vest twenty percent (20%) upon the expiration of each full year following the date of grant, until completely vested, and the Warrant and any unexercised right to purchase from shares shall terminate immediately upon the Company at any time and from time to time after expiration of six (6) years following the date hereof until 5:00 p.m., New York City local time, on November 12, 2012 of grant. The per share exercise price applicable to each Warrant shall equal one hundred percent (the “Expiration Date”), up to [_________] fully paid and non-assessable shares of Common Stock, subject to adjustment pursuant to Section 3 hereof (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (80100%) percent of the Exercise Price. Notwithstanding the foregoing, the Warrants shall only be exercisable to the extent that shares of Common Stock issuable on exercise of the Warrants, when aggregated with (i) the Company’s outstanding shares of Common Stock as of the date hereof and (ii) shares of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase the number of shares of Common Stock authorized thereunder as shall be sufficient for reserving and making available shares of Common Stock issuable upon the exercise in full of the Warrants issued to the Warrant holder hereunder. For purposes of this Agreement, the “Exercise Price” shall initially be $[_____], which is equal to the average of the closing bid prices of the Common Stock NASDAQ per share price for the ten (10) consecutive trading days immediately prior to December 31 of the year immediately preceding the date hereof, subject of grant of such Warrant. The total maximum number of shares with respect to any adjustments which Warrants may be issued pursuant to this Section 3 hereofis one hundred thousand (100,000) (as adjusted for any stock splits, stock dividends, recapitalizations and the like after the Effective Time). The total maximum number of Warrants that may be issued pursuant to this Section is five (5).

Warrants. (i) The Company Securityholder hereby grants agrees that each warrant issued pursuant to that certain Agreement for the Warrant HolderPurchase and Sale of Convertible Debt and Common Stock Warrants dated August 9, subject to the terms set forth herein2016, the right to purchase from by and among the Company at any time and from time to time after the date hereof until 5:00 p.m., New York City local time, on November 12, 2012 other parties signatory thereto (the “Expiration Covered Black-Scholes Warrants”) shall terminate at the Effective Time and be cancelled and shall be entitled to receive no consideration or securities of any kind and shall cease to be binding upon the Company and the Surviving Corporation, and none of the Company, the Surviving Corporation or any of their affiliates shall have any further obligations with respect thereto; other than that the Securityholder may notify the Company (or, after the Effective Date”, the Surviving Corporation), up to [_________] fully paid and non-assessable shares by delivery thereto of Common Stock, subject to adjustment the Repurchase Notice pursuant to Section 3 hereof (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (80%2.2(b)(iv) percent of the Exercise PriceMerger Agreement and the terms of such Covered Black-Scholes Warrant within 30 days after the Warrant Repurchase Date applicable to such Covered Black-Scholes Warrant, that the Securityholder is exercising its right to cause the Company to repurchase such Covered Black-Scholes Warrant from the Securityholder for the Black-Scholes Value of such warrant, in accordance with its terms and conditions, and the Surviving Corporation shall repurchase such warrants in accordance with their terms. Notwithstanding The Securityholder shall, within three (3) calendar days after the foregoingapplicable Warrant Repurchase Date, execute and deliver to the Company a Repurchase Notice in the form set forth in such Covered Black-Scholes Warrant, and the Securityholder further agrees that upon receipt of the Black-Scholes Value in exchange for such Covered Black-Scholes Warrant, such Covered Black-Scholes Warrant shall thereafter cease to be binding upon the Company and the Surviving Corporation, and none of the Company, the Warrants Surviving Corporation or any of their affiliates shall only be exercisable to the extent that shares of Common Stock issuable on exercise of the Warrants, when aggregated have any further obligations with (i) the Company’s outstanding shares of Common Stock as of the date hereof and (ii) shares of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase the number of shares of Common Stock authorized thereunder as shall be sufficient for reserving and making available shares of Common Stock issuable upon the exercise in full of the Warrants issued to the Warrant holder hereunder. For purposes of this Agreement, the “Exercise Price” shall initially be $[_____], which is equal to the average of the closing bid prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the date hereof, subject to any adjustments pursuant to Section 3 hereofrespect thereto.

Warrants. The Company hereby grants As of the Effective Time, all warrants to purchase shares issued by PictureWorks ("WARRANTS") shall be assumed by iPIX. Immediately after the Effective Time, each Warrant outstanding immediately prior to the Effective Time shall be deemed to constitute a warrant to acquire, on the same terms and conditions as were applicable under such Warrant Holderat the Effective Time, such number of shares of iPIX Shares as is equal to the number of PictureWorks Shares subject to the terms set forth hereinunexercised portion of such Warrant multiplied by the Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the next lowest whole number); provided, the right that with respect to purchase from the Company at any time and from time to time after the date hereof until 5:00 p.m.iPIX Shares issuable in respect of PictureWorks Series B Warrants, New York City local time, on November 12, 2012 (the “Expiration Date”), up to [_________] fully paid and non-assessable such number of shares of Common Stock, subject to adjustment pursuant to Section 3 hereof (the “Shares”), which number of iPIX Shares equals the Loan Amount divided by eighty (80%) percent of the Exercise Price. Notwithstanding the foregoing, the Warrants shall only be exercisable equal to the extent that shares sum of Common Stock issuable on exercise (a) the quotient of the Warrants, when aggregated with (i) the Company’s outstanding shares of Common Stock as of the date hereof $3.00 and (ii) shares of Common Stock issuable on conversion or exercise, as the case may be, of notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under the Company’s Restated Certificate of Incorporation, as amended. The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase the number of shares of Common Stock authorized thereunder as shall be sufficient for reserving and making available shares of Common Stock issuable upon the exercise in full of the Warrants issued to the Warrant holder hereunder. For purposes of this Agreement, the “Exercise Price” shall initially be $[_____], which is equal to the average of the closing bid prices of the Common Stock on NASDAQ for iPIX Shares for the ten (10) consecutive trading business days immediately preceding ending on the second day prior to such exercise, multiplied by the number of PictureWorks Series B Preferred Shares that would be, but for the Merger, issuable in respect of Series B Preferred Share Warrants outstanding as of the exercise date hereof, and (b) the number of PictureWorks Shares subject to the unexercised portion of such Warrant calculated on an as converted basis of 2:1, multiplied by the Conversion Ratio. The exercise price per share of each such assumed Warrant shall be equal to the exercise price of such Warrant immediately prior to the Effective Time, divided by the Conversion Ratio (with any adjustments pursuant fraction of a cent resulting from such division to Section 3 hereofbe rounded up to the next highest whole cent). The term, exercisability and all of the other terms of the Warrants shall otherwise remain unchanged.

Warrants. The Company hereby grants As further consideration to the Warrant HolderLenders for the Lenders' Commitments, subject to the terms set forth herein, the right to purchase from the Company at any time and from time to time after the date hereof until 5:00 p.m., New York City local time, on November 12, 2012 (the “Expiration Date”), up to [_________] fully paid and non-assessable shares of Common Stock, subject to adjustment pursuant to Section 3 hereof (the “Shares”), which number of Shares equals the Loan Amount divided by eighty (80%) percent each of the Exercise Price. Notwithstanding Parent and the foregoing, the Warrants shall only be exercisable to the extent Borrower unconditionally agree that shares of Common Stock issuable on exercise of the Warrants, when aggregated with (i) on the Company’s outstanding shares of Common Stock as first anniversary of the Closing Date and if any of the Loans remain outstanding on such date, the Parent shall, and the Borrower shall cause the Parent to, issue to the Lenders, on a pro rata basis, warrants to acquire ten percent (10%) of the outstanding common stock of the Parent on such anniversary date hereof on a fully diluted basis at an exercise price per share equal to the closing price of the Parent's common stock on the last trading day prior to such anniversary date as quoted on a NASDAQ or, if not quoted on NASDAQ, such other nationally-recognized United States exchange on which the Parent's common stock shall then be trading (or if the Parent's common stock is not publicly traded at such time, at the fair market value per share of the Parent's common stock on such anniversary date on a fully diluted basis) and (ii) shares on the second anniversary of Common Stock issuable the Closing Date and if any of the Loans remain outstanding on conversion or exercisesuch date, as the case may beParent shall, of notesand the Borrower shall cause the Parent to, issue the Lenders, on a pro rata basis, warrants and stock options outstanding as to acquire an additional ten percent (10%) of the outstanding common stock of the Parent on such second anniversary date hereofon a fully diluted basis at an exercise price per share equal to the closing price of the Parent's common stock on the last trading day prior to such anniversary date as quoted on NASDAQ or, would if not exceed quoted on NASDAQ, such other nationally-recognized United States exchange on which the number Parent's common stock shall then be trading (or if the Parent's common stock is not publicly traded at such time, at the fair market value per share of shares authorized under the Company’s Restated Certificate of Incorporation, as amendedParent's common stock on such anniversary date on a fully diluted basis). The Company shall promptly cause its Restated Certificate of Incorporation, as amended, to warrants will be further amended to increase the number of shares of Common Stock authorized thereunder as shall be sufficient for reserving and making available shares of Common Stock issuable upon the exercise in full of the Warrants issued pursuant to the Warrant holder hereunder. For purposes of this Agreement, such Warrant Agreement to be substantially in the “Exercise Price” form attached hereto as EXHIBIT B. In connection with the issuance of the warrants provided for in this SECTION 2.4(H), the Parent shall initially be $[_____], which is equal deliver to each Lender an opinion of counsel as to matters pertaining to the average of warrants and the closing bid prices of issuance thereof, such counsel and opinion to be reasonably satisfactory to the Common Stock for the ten (10) consecutive trading days immediately preceding the date hereof, subject to any adjustments pursuant to Section 3 hereofAdministrative Agent.