Common use of Warrants Clause in Contracts

Warrants. (a) In consideration of the Lender providing the Loan on the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. The Purchaser shall receive, on each Settlement Date, a warrant certificate to purchase up to a number of shares of Common Stock equal to six percent (a6%) In consideration of the Lender providing shares purchased on such Settlement Date (the Loan "Draw Down Warrants"). Each Warrant shall have a term from its date of issuance of three (3) years. The exercise price of the each Warrant shall be 115% of the Average Daily Price on the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance Trading Day immediately prior to the issuance Settlement Date on which the Warrant is issued; provided, however, that if such price is below the Threshold Price, then the exercise price of each Warrant shall be 115% of the Warrants) on Threshold Price. In the following key terms: event that the Company does not make Draw Downs, in the aggregate, of at least the lesser of $15,000,000 and the "Maximum Draw Down," as defined below, under this Agreement prior to the earlier of (i) the Warrants issued shall not exceed 15% last day of the issued and outstanding common stock of the Borrower; and Commitment Period, or (ii) the date on which this Agreement is terminated pursuant to Section 7.2(a) (the "Warrant Date"), the Company shall issue to the Purchaser, within three (3) Trading Days of the Warrant Date, a warrant certificate to purchase up to a number of Shares equal to 6% of (x) the difference between (A) the lesser of $15,000,000 and the Maximum Draw Down, and (B) the amount actually drawn down by the Company under this Agreement, (y) divided by the Average Daily Price on the Warrant Date (the "Term Warrant") (the Draw Down Warrants and the Term Warrant collectively referred to as the "Warrants"). The Term Warrant shall have an exercise price for each relevant equal to 115% of the Average Daily Price on the Warrant Share Date and a term from its date of issuance of three (3) years. In lieu of issuing the Term Warrant, the Company may pay the Investor in cash, within three (3) Trading Days of the Warrant Date, an amount equal to 5% of the difference between (A) the lesser of $15,000,000 and the Maximum Draw Down, and (B) the amount actually drawn down by the Company under this Agreement. The Common Stock underlying the Warrants will be registered in the Registration Statement referred to in Section 4.3 hereof. The Warrants shall be Conversion Price in the form of EXHIBIT E hereto. The "Maximum Draw Down" shall equal the amount that the Company could have drawn down had the Company issued a Draw Down Notice for the maximum amount permitted (as limited by the formula in Section 6.1(c) of this Agreement and otherwise subject to clause 10(b); and (iiithe further limitations on the number of shares issuable in any Draw Down contained in Section 2.1(ii) of this Agreement) on the Warrants may be exercisable, in whole or in part, at any time first Trading Day following the Effective Date and on the first Trading Day following each successive monthly anniversary of the Effective Date during the term of this Agreement commencing on the issuance date of the WarrantsAgreement. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration of the Lender providing the Loan on accordance with the terms of this Agreementthe ESJ Exchange Agreement dated as of June 5, 1992 among the Borrower ESJ Entities, TPC Holding Corp. and the Company and the warrant certificates issued thereunder (the "Warrant Certificates"), all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS") (other than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall be canceled and extinguished at the Effective Time, with no payment being made with respect to such ESJ Warrants) shall, as soon as practicable as determined at following the Lender’s sole discretion (but in any caseEffective Time, not earlier than the first Initial Loan Disbursement Date) issue and deliver, be exercisable only for an amount of cash equal to the satisfaction Offer Price and the holders of such ESJ Warrants shall be entitled to receive, upon surrender to the Paying Agent of the Lenderwarrant certificates for cancellation, common stock purchase warrants (the “Warrants”) cash in an amount equal to the Lender (or Warrant Consideration. The Company shall take all actions necessary to ensure that following the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: Effective Time (i) the ESJ Warrants issued shall not exceed 15% represent only the right to receive the Warrant Consideration in lieu of Shares issuable upon exercise thereof, (ii) all warrant agreements shall be terminated and cancelled and (iii) no party to such warrant agreements shall have the issued and outstanding common right to acquire any capital stock of the Borrower; and (ii) Company, Parent, the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole Surviving Corporation or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrantstheir respective subsidiaries. (b) To In accordance with the extent the relevant amount terms of the Repayable Amount Lenders' Equity Agreement dated as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the Initial Loan was not ESJ Warrants by the holders thereof. The Company agrees to use its best efforts to (i) repaid by obtain, prior to the Borrower and/or Effective Time, consents or waivers from each Bank whereby such Bank agrees to receive the Warrant Consideration in lieu of Shares issuable upon the exercise of the Bank Warrants and (ii) converted into Sharesensure that following the Effective Times (x) the Bank Warrants shall represent only the right to receive cash in an amount equal to the per share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Lender Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the mean an amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount per Warrant equal to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: product of (i) the relevant obligation number of each Party shall be deemed fully performed Shares issuable upon exercise of such Warrant and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of difference between the performance of Offer Price and the relevant obligation. (c) Clause 10(b) per Share exercise price per Warrant, without interest, which amount shall be without prejudice to paid from and after the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set offEffective Time.

Warrants. (a) In consideration This certifies that or registered assigns is the registered owner of the Lender providing above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable —, subject to the Loan registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of Vical Incorporated (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the terms following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the Borrower shall, as soon as practicable as determined principal amount of Warrant Debt Securities stated in the Warrant Certificate at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants warrant price (the “WarrantsWarrant Price”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock principal amount thereof [plus accrued amortization, if any, of the Borrower; and original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount (ii) the exercise price $ for each relevant $1,000 principal amount of Warrant Share shall Debt Securities) will be Conversion amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and otherwise by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to conditions set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) forth herein and in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations Warrant Agreement (as set out in this clause 10(bhereinafter defined), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration As of the Lender Effective Time, each outstanding warrant (a "Warrant") to purchase shares of Common Stock shall be converted into a warrant to acquire Acquiror Shares, as provided in this Section. Following the Effective Time, each Warrant shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Warrant was subject immediately prior to the Effective Time, except as set forth in this Section and except that (A) each such Warrant shall be exercisable for that number of whole Acquiror Shares equal to the product of (x) the aggregate number of shares of Common Stock for which such Warrant was exercisable multiplied by (y) the Exchange Ratio; provided, however, that no Warrant shall be exercisable for a fractional Acquiror Share, and the holder of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price of the Warrant being exercised therewith, such offset to be determined by multiplying the fraction of an Acquiror Share to which a holder of a Warrant would be entitled to receive times the excess of the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrant, and (B) the exercise price per Acquiror Share issuable pursuant to such Warrant shall be equal to the aggregate exercise price of such Warrant at the Effective Time divided by the number of Acquiror Shares for which such Warrant shall be exercisable as determined in accordance with the preceding clause (A), rounded to the next highest whole cent, if necessary. Acquiror shall, on behalf of Merger Sub, take such other actions as are reasonably necessary to revise and adjust each Warrant as provided in this Section, including providing the Loan on the terms holder of this Agreement, the Borrower shall, each Warrant as soon as practicable as determined at after the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, Effective Time with an appropriate warrant agreement or amendment to the satisfaction existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) Acquiror Shares for delivery upon the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration of the Lender providing the Loan on the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) The Class A Ordinary Shares underlying the Warrants issued shall not exceed 15% have been duly authorized and validly reserved for issuance, conform to the description thereof in the Registration Statement, the General Disclosure Package and the Prospectus and will, upon exercise of the issued Warrants and outstanding common stock payment of the Borrower; andexercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or be subject to preemptive or similar rights to subscribe for or purchase securities of the Company and the holders thereof will not be subject to personal liability by reason of being such holders. (ii) the exercise price for each relevant Warrant Share shall be Conversion Price The Company has full right, power and otherwise subject authority to clause 10(b); and (iii) execute and deliver the Warrants may be exercisable, in whole or in part, at any time during the term of pursuant to this Agreement commencing on the issuance date of Agreement. The Company has duly and validly authorized the Warrants. (biii) To When issued, the extent the relevant amount Warrants will constitute valid and binding obligations of the Repayable Amount Company to issue and sell, upon exercise thereof and payment of the Initial Loan was not respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and the Warrants are enforceable against the Company in accordance with their respective terms, except: (i) repaid as such enforceability may be limited by the Borrower and/or bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) converted into Sharesas enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the Lender shall have a right remedy of specific performance and injunctive and other forms of equitable relief may be subject to set off the Lender’s obligation equitable defenses and to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount discretion of the Repayable Amount court before which any proceeding therefor may be brought. (aaa) Scheme or Arrangement with Shareholders. None of the Initial Loan then outstanding against Company, its Subsidiaries, or its affiliates is a party to any scheme or arrangement through which shareholders or potential shareholders are being loaned, given or otherwise having money made available for the relevant obligation purchase of shares whether before, in or after the Offering. None of the Borrower Company, its Subsidiaries, or its affiliates is aware of any such scheme or arrangement, regardless of whether it is a party to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationa formal agreement. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration of the Lender providing the Loan on the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or Lender(or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed be equal to 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price reduced by a 25% discount and otherwise subject to clause 10(b11(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii11(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b11(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b11(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration connection with the borrowing of the Lender providing Loans by the Loan Borrower and as an inducement to the Lenders to make the Loans, the Borrower has agreed to authorize the issuance to the Warrantholders its warrants, initially exercisable to purchase up to an aggregate of 337,500 shares of its Common Stock (subject to adjustment and limitations on exercisability as therein provided), at an initial exercise price of $12.7552 per share to be substantially in the terms form of Exhibit G attached hereto (all such warrants initially issued pursuant to this Agreement, the Borrower shallor delivered in substitution or exchange for any thereof, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (being collectively called the “Warrants” and, individually, a “Warrant”) ). Notwithstanding anything to the Lender contrary set forth herein, the Loans and the Warrants will be immediately separable and separately transferable (or subject in the Transferee as designated by the Lender by notice case of Warrants to the Borrower in writing (including by email) reasonably in advance prior to applicable restrictions set forth therein and the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock Organizational Documents of the Borrower; ), and (ii) , subject to the exercise price for each relevant Warrant Share limitations set forth therein, the Warrants shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be immediately exercisable, in whole or in part, at any time during each case immediately after the term of this Agreement commencing on the issuance date consummation of the Warrantstransactions contemplated by this Agreement. (b) To Subject to the extent terms and conditions set forth in this Agreement, on the relevant amount Closing Date the Borrower will issue the Warrants to each of the Repayable Amount Warrantholders, in aggregate amounts equal, with respect to each Warrantholders, to the respective amounts set forth on Schedule I hereto opposite such Warrantholder’s name. On the Closing Date, subject to satisfaction of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to conditions set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this caseforth herein, the Borrower shall set off will deliver to each Warrantholder a Warrant or Warrants registered in such Warrantholder’s name or Warrants in the relevant obligations as set out in this clause 10(b)name of its nominee, and: (i) such Warrants to be duly executed and dated the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to Closing Date, representing the other Party in respect aggregate number of the performance of the relevant obligation. Warrants to be purchased by such Warrantholder as shown on Schedule I hereto, such Warrants to be in such denominations as such Warrantholder may specify by two (c2) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) Business Days’ prior written notice to the Borrower any amount (or, in the absence of such notice, one Warrant registered in such Warrantholder’s name representing the exercise price due for the relevant Shares, without exercising its right aggregate number of warrants deliverable to set offsuch Warrantholder).

Warrants. (a) In As additional consideration for the time, expense and effort HT Prostate shall expend in obtaining PMA from the FDA for the Products and any Ablatherm Related Device and for distribution by HT Prostate of certain lithotripters (as described more fully in a separate agreement between the Lender providing the Loan parties), on the terms of this AgreementJanuary 28, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion 2005 Parent Corporation shall issue to HT Prostate 1,000,000 warrants (but in any case, not earlier than the first Initial Loan Disbursement Datebons de souscription d’actions) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) ), each of which shall entitle the owner thereof to purchase from Parent Corporation one newly-issued ordinary share of the Parent Corporation at a price of U.S. $1.50 per share subject to the Lender terms and restrictions set forth in the Escrow Agreement (or including restrictions on transferability of the Transferee as designated by Warrants and any ordinary shares resulting from the Lender by notice exercise thereof). The Warrants shall be issued pursuant to the Borrower terms set forth in writing a resolution of the Board of Directors of the Parent Corporation, substantially in the form set forth as Exhibit A (including by email) reasonably the “Board of Directors Resolution”), in advance prior accordance with the authority granted to the Board of Directors in respect of such issuance pursuant to the resolution of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% shareholders of the issued and outstanding common stock Parent Corporation, dated January 29, 2004 (a copy of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(bwhich is attached hereto as Exhibit B); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To At any time following the extent occurrence of any of the relevant events described in the Board of Directors Resolution (each, a “Warrant Exercise Milestone”), HT Prostate shall be entitled to exercise an amount of Warrants equal to the Repayable Amount of amount set forth therein corresponding to such Warrant Exercise Milestone, in each case subject to the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Sharesterms, the Lender shall have a right to procedures and restrictions set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) forth in the amount Escrow Agreement and the Board of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationDirectors Resolution. (c) Clause 10(b) The parties hereby agree that promptly following the occurrence of any Warrant Exercise Milestone, each of HT Prostate and Parent Corporation shall execute and deliver to the other party and to the Escrow Agent a written acknowledgement that such Warrant Exercise Milestone has occurred, which acknowledgement shall be without prejudice to substantially in the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to form set off.forth as Exhibit C.

Warrants. (a) In consideration At the Effective Time, each TRUPs Warrant which is then outstanding and unexercised shall cease to represent a right to acquire Virginia Commerce Common Stock and shall be converted automatically into a warrant to purchase shares of the Lender providing the Loan on Buyer Common Stock (a “Surviving TRUPs Warrant”) in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of this Agreementunder which such TRUPs Warrant was granted, including vesting rights, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in agreements evidencing grants thereunder and any case, not earlier than the first Initial Loan Disbursement Date) issue other agreements between Virginia Commerce and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “a warrant holder regarding TRUPs Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms:): (i) the Warrants issued shall not exceed 15% number of shares of Buyer Common Stock to be subject to the Surviving TRUPs Warrant will be equal to the product of the issued number of shares of Virginia Commerce Common Stock subject to the original TRUPs Warrant and outstanding common stock the Exchange Ratio; provided that any fractional shares of Buyer Common Stock resulting from such multiplication shall be rounded down to the Borrowernext whole share; and (ii) the exercise price for each relevant per share of Buyer Common Stock under the Surviving TRUPs Warrant Share shall be Conversion Price and otherwise subject equal to clause 10(b)the exercise price per share of Virginia Commerce Common Stock under the original TRUPs Warrant divided by the Exchange Ratio; and (iii) provided that if the Warrants may exercise price resulting from such division results in a fractional cent, the exercise price shall be exercisable, in whole or in part, at any time during rounded up to the term of this Agreement commencing on the issuance date of the Warrantsnext cent. (b) To At the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender Effective Time each Treasury Warrant which is then outstanding and unexercised shall have cease to represent a right to set off the Lender’s obligation acquire Virginia Commerce Common Stock and shall be converted automatically into a warrant to pay the Warrants purchase shares of Buyer Common Stock (a “Surviving Treasury Warrant”) in an amount and at an exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount determined as provided below (and otherwise subject to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and:terms of such Treasury Warrant): (i) the relevant obligation number of each Party shall shares of Buyer Common Stock to be deemed fully performed subject to the Surviving Treasury Warrant will be equal to the product of the number of shares of Virginia Commerce Common Stock subject to the original Treasury Warrant and dischargedthe Exchange Ratio, rounded to the nearest one-hundredth of a share; and (ii) no Party the exercise price per share of Buyer Common Stock under the Surviving Treasury Warrant shall have any claims whatsoever be equal to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount quotient of the exercise price due for per share of Virginia Commerce Common Stock under the relevant Sharesoriginal Treasury Warrant divided by the Exchange Ratio, without exercising its right rounded to set offthe nearest one-tenth of a cent.

Warrants. In addition to the Base Salary to be paid .by the Company to Executive pursuant to SECTION 3.1 hereof, the Company grants Executive warrants (acollectively, "WARRANTS") In consideration to purchase an amount equal to four percent (4%) of the Lender providing outstanding Common Stock of the Loan on Company, $0.01 par value per share (the terms "COMMON STOCK"), computed as of this Agreementthe date hereof, the Borrower shall, which translates into Two Thousand (2,000) shares of Common Stock (as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, adjusted pursuant to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(bAgreement defined below); and (iii) the . Such Warrants may be exercisableexercised by Executive and converted to Common Stock as provided in the Warrant Agreement, dated as of the date hereof, between the Company and the Executive (the "WARRANT AGREEMENT"). The ability of Executive co sell or transfer the Warrants shall be restricted as provided in whole or the Warrant Agreement. Upon the termination of Executive's employment with the Company, for any reason, Executive shall be obligated to exercise and convert the Warrants and sell the Common Stock obtained upon conversion of the Warrants to the Company and the Company shall be obligated to purchase such Common Stock as provided in partSCHEDULE 2 attached hereto and made a part hereof. The purchase price for such Common Stock obtained upon conversion of the Warrants hereof shall be paid in cash in three consecutive equal annual installments, at any time during the term first installment due ten (10) days after the date the Company receives written notice of this Agreement commencing Executive's election to exercise the Warrants, and the SECOND and third installments due on the issuance date first and second anniversaries of the Warrants.such date (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have SCHEDULE 2 is deleted in its entirety and SCHEDULE 2 attached hereto and made a right to set off the Lender’s obligation to pay the Warrants exercise price set out part hereof is substituted in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationlieu thereof. (c) Clause 10(b) shall be without prejudice SECTION 5.1 is amended by adding the following to end of SUBSECTION (I): PROVIDED, that if Executive chooses to opt out of coverage under the Company's comprehensive group medical insurance plan and gives written notice of such election to the Lender’s right Company, the Company shall pay to pay Executive One Hundred Fifty Dollars (or procuring $150) per month in lieu of granting Executive coverage under such medical insurance plan; (d) SECTION 5.3 is deleted in its Paying Agent to pay) to entirety and the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.following is substituted in lieu thereof:

Warrants. (a) In consideration This certifies that or registered assigns is the registered owner of the Lender providing above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable—, subject to the Loan registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (the “WARRANT DEBT SECURITIES”), of Rigel Pharmaceuticals, Inc. (the “COMPANY”), issued or to be issued under the Indenture (as hereinafter defined), on the terms following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the Borrower shall, as soon as practicable as determined principal amount of Warrant Debt Securities stated in the Warrant Certificate at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants warrant price (the “WarrantsWARRANT PRICE”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock principal amount thereof [plus accrued amortization, if any, of the Borrower; and original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount (ii) the exercise price $ for each relevant $1,000 principal amount of Warrant Share shall Debt Securities) will be Conversion amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and otherwise by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “WARRANT AGENT”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to conditions set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) forth herein and in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations Warrant Agreement (as set out in this clause 10(bhereinafter defined), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. Subject to the terms and conditions hereof, at the Closing, the Company shall issue and deliver to each Purchaser: (a) In consideration a warrant in substantially the form attached hereto as EXHIBIT E to purchase up to that number of shares of Common Stock equal to the Lender providing the Loan on the terms aggregate number of Series A Closing Shares purchased under this Agreement, the Borrower shall, as soon as practicable as determined Agreement by such Purchaser at the Lender’s sole discretion Closing divided by the Closing Discounted Common Stock Price (but as defined in any casethe Series A Designation (the "CLOSING DISCOUNTED COMMON STOCK PRICE"), not earlier than the first Initial Loan Disbursement Date) issue and deliver, such warrant to be exercisable at an exercise price per share equal to the satisfaction Closing Discounted Common Stock Price (each, a "SERIES A CLOSING WARRANT"), (b) a warrant in substantially the form attached hereto as EXHIBIT F to purchase up to that number of the Lender, common stock purchase warrants (the “Warrants”) shares of Common Stock equal to the Lender (or aggregate number of Series A-1 Purchased Shares purchased under this Agreement by such Purchaser at the Transferee as designated Closing divided by the Lender by notice Closing Discounted Common Stock Price, such warrant to be exercisable at an exercise price per share equal to the Borrower Closing Discounted Common Stock Price, and to become exercisable only upon the occurrence of certain events as identified therein (each, a "SERIES A-1 CLOSING WARRANT"; the Series A Closing Warrants and the Series A-1 Closing Warrants are referred to collectively herein as the "CLOSING WARRANTS"), and (c) a warrant in writing (including by email) reasonably in advance prior substantially the form attached hereto as EXHIBIT G to the issuance purchase up to that number of the Warrants) on the following key terms: shares of Common Stock equal to (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and one million (1,000,000), multiplied by (ii) the percentage of the number of Series A Closing Shares and Series A-1 Purchased Shares purchased by such Purchaser at the Closing, such warrant to be exercisable at an exercise price for each relevant Warrant Share shall be Conversion Price per share equal to the Closing Discounted Common Stock Price, and otherwise subject to clause 10(bbecome exercisable only upon the occurrence of certain events as identified therein (each, a "CONTINGENT WARRANT"); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term . The shares of this Agreement commencing on the issuance date Common Stock issuable upon exercise of the Warrants. (b) To Closing Warrants are referred to herein as the extent "CLOSING WARRANT SHARES" and the relevant amount shares of Common Stock issuable upon exercise of the Repayable Amount of Contingent Warrants are referred to herein as the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation"CONTINGENT WARRANT SHARES. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off."

Warrants. (a) In consideration The Loan & Backstop Warrants and the Financing Unit Warrants, and the shares of Common Stock issuable upon exercise thereof, have been duly authorized by all necessary action on the part of Borrower and no further consent or action is required by the Borrower, or its Board or stockholders in connection therewith, other than, in the case of the Lender providing Financing Unit Warrants, Stockholder Approval to increase the number of authorized shares of Common Stock under the Borrower’s Organizational Documents in order to permit the exercise of the Financing Unit Warrants. Borrower has reserved the number of shares of Common Stock underlying the Loan on & Backstop Warrants to permit the full exercise of the Loan & Backstop Warrants by HCP-FVA. Buyer shall, subject to receipt of Stockholder Approval, reserve the number of shares of Common Stock underlying the Financing Unit Warrants to permit the full exercise of the Financing Unit Warrants by Lenders. As of the Closing Date, the shares of Common Stock issuable upon exercise of the Loan & Backstop Warrants and the Financing Unit Warrants, when so issued in accordance with the terms of this Agreementthe Loan & Backstop Warrants and the Financing Unit Warrants (as applicable), the Borrower shallwill be, as soon as practicable as determined at the Lender’s sole discretion (but in any casevalidly issued, not earlier than the first Initial Loan Disbursement Date) issue fully paid and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (nonassessable and free from all preemptive or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior similar rights or Liens with respect to the issuance thereof. As of the WarrantsClosing Date, the Loan & Backstop Warrants and the Financing Unit Warrants (as applicable) on have been, and the shares of Common Stock issuable upon exercise of the Loan & Backstop Warrants and the Financing Unit Warrants (as applicable) when so issued in accordance with their terms will be, issued in compliance with applicable securities laws, rules and regulations. Borrower confirms that the Initial Loan & Backstop Warrants issued to HCP-FVA in connection with the Original Loan (and the shares of Common Stock of Borrower issuable upon exercise thereof) are not subject to cancellation and shall remain outstanding following key terms: the Closing Date. The capitalization of Borrower assuming (i) the Warrants issued shall not exceed 15% purchase by HCP-FVA of twenty-five percent (25%) of the issued Units in the Financing and outstanding common stock the purchase by other Eligible Stockholders of seventy-five percent (75%) of the Borrower; and Units in the Financing is set forth on Schedule 9.29(A) and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and purchase by HCP-FVA of seventy-five percent (iii75%) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) Units in the amount Financing and no purchase of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall Units by other Eligible Stockholders is set off the relevant obligations as set out in this clause 10(bforth on Schedule 9.29(B), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration At the Effective Time, each warrant issued pursuant to that certain Warrant Agreement (the “Warrant Agreement”), dated September 15, 2003, between the Company and National City Bank, as Warrant Agent (the “Warrants”), that is outstanding immediately prior to the Effective Time shall be canceled in the Merger. Thereafter, no holder of any such Warrant shall have any rights in respect thereof, other than the right to receive therefor in accordance with this SECTION 2.06 an amount in cash equal to the product of (i) the number of Shares issuable upon the exercise of such Warrant as of immediately prior to the Effective Time (assuming, for this purpose, that such Warrant is exercised for cash) and (ii) the excess, if any, of the Lender providing Merger Consideration over the Loan on exercise price per Share under such Warrant (the terms of this Agreement“Warrant Consideration”). Prior to the Effective Time, the Borrower Company shall take all actions necessary to effect the foregoing. (b) Buyer will, at the Effective Time, deposit with the Exchange Agent, the full amount of the Warrant Consideration to be paid in respect of the Warrants. Promptly after the Effective Time, Buyer will send, or will cause the Exchange Agent to send, to each holder of Warrants at the Effective Time a letter of transmittal and related instructions for the exchange of certificates representing Warrants for the Warrant Consideration payable in respect thereof. Each holder of Warrants, upon surrender to the Exchange Agent of a certificate or certificates representing such Warrants (or evidence of loss in lieu thereof), together with a properly completed letter of transmittal covering such Warrants, will be entitled to receive the Warrant Consideration payable in respect of such Warrants, and the certificate or certificates so surrendered shall forthwith be cancelled; provided that in no event will a holder of a certificate or certificates representing Warrants be entitled to receive the Warrant Consideration if the Warrant Consideration was already paid with respect to the Warrants underlying such certificate or certificates in connection with an affidavit of loss. Until so surrendered, each such certificate shall, as soon as practicable as determined at after the Lender’s sole discretion Effective Time, represent for all purposes only the right to receive such Warrant Consideration. (but c) If any portion of the Warrant Consideration payable in respect of any case, not earlier Warrant is to be paid to a person other than the first Initial Loan Disbursement Date) issue registered holder of the Warrant represented by the certificate or certificates surrendered, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and deliver, that the person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a person other than the registered holder of such Warrants or establish to the satisfaction of the LenderExchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance there shall be no further registration of transfers of Warrants outstanding immediately prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the WarrantsEffective Time. (be) To the extent the relevant amount Any portion of the Repayable Amount Warrant Consideration made available to the Exchange Agent pursuant to SECTION 2.06(b) that remains unclaimed by the holders of Warrants entitled thereto six months after the Effective Time shall be returned to Buyer, upon demand, and any warrantholder of the Initial Loan was Company who has not (i) repaid by exchanged his Warrants for the Borrower and/or (ii) converted into Shares, the Lender Warrant Consideration in accordance with this SECTION 2.06 prior to that time shall have a right thereafter look only to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount Buyer for payment of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party Warrant Consideration in respect of his Warrants. None of Buyer, Merger Subsidiary or the performance Company shall be liable to any holder of the relevant obligationWarrants for any Warrant Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (cf) Clause 10(b) In the event that any certificate representing Warrants shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of a bond in such reasonable amount as Buyer may direct as indemnity against any claim that may be made against it with respect to such certificate (provided that, if such person is a financial institution or other institutional investor, its own agreement shall be without prejudice satisfactory), the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Warrant Consideration with respect to the Lender’s right such certificate, to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set offwhich such person is entitled pursuant hereto.

Warrants. (a) In consideration of The Company shall issue Put Warrants to the Lender providing Warrant Recipients in the Loan amounts designated on the terms Schedule B hereto and as described in Section 6 of this Subscription Agreement, . The Put Warrants will be in the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue form of Exhibit D hereto. The Put Warrants will be exercisable immediately upon issuance and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrantsfive years thereafter. (b) To In the extent the relevant amount event, for any reason except for Subscriber's unwillingness to purchase greater amounts of Put Notes because of the Repayable Amount beneficial ownership limitations of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into SharesSection 11.2(e), the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) Put in the amount of the Repayable Amount at least 25% of the Initial Loan then outstanding against Put Note Purchase Price set forth on the relevant obligation signature page ("One-Quarter Put Amount") has not been exercised as of the Borrower to repay such Repayable Amount first anniversary of the Effective Date, then the Company will issue Put Warrants to the Lender. In this case, Warrant Recipients in an amount determined by subtracting the Borrower shall set off actual amount of Put Note Principal for which Put Notices have been validly given from the relevant obligations One-Quarter Put Amount (the result being the "Unexercised Put") and issuing Put Warrants in connection with such Unexercised Put as set out if the amount of Put Notes issuable in this clause 10(b), and: (i) connection with the relevant obligation of each Party shall be deemed fully performed Unexercised Put were actually issued and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect first anniversary of the performance Closing Date was the Conversion Date of the relevant obligationsuch Put Notes. (c) Clause 10(bIn the event, for any reason except for Subscriber's unwillingness to purchase greater amounts of Put Notes because of the beneficial ownership limitations of Section 11.2(e), the Put in the amount of 50% of the Put Note Purchase Price set forth on the signature page hereto ("One-Half Put Amount") shall be without prejudice has not been exercised as of the second anniversary of the Effective Date, then the Company will issue Put Warrants to the Lender’s right Warrant Recipients in an amount determined by subtracting the actual amount of Put Note Principal for which Put Notices have been validly given and the amount of Put Note Principal deemed converted pursuant to pay Section 11.4(b) above from the One-Half Put Amount (or procuring its Paying Agent the result being the "Interim Unexercised Put") and issuing Put Warrants in connection with such Interim Unexercised Put as if the amount of Put Notes issuable in connection with the Interim Unexercised Put were actually issued and the second anniversary of the Closing Date was the Conversion Date of such Put Notes. (d) In the event, for any reason except for Subscriber's unwillingness to paypurchase greater amounts of Put Notes because of the beneficial ownership limitations of Section 11.2(e), the Put in the amount of 75% of the Put Note Purchase Price set forth on the signature page hereto ("Three-Quarter Put Amount") has not been exercised as of the third anniversary of the Effective Date, then the Company will issue Put Warrants to the Borrower any Warrant Recipients in an amount determined by subtracting the actual amount of Put Note Principal for which Put Notices have been validly given and the exercise price due for amount of Put Note Principal deemed converted pursuant to Sections 11.4(b) and (c) above from the relevant Shares, without exercising its right to set offThree-Quarter Put Amount (the result being the "Second Interim Unexercised Put") and issuing Put Warrants in connection with such Second Interim Unexercised Put as if the amount of Put Notes issuable in connection with the Second Interim Unexercised Put were actually issued and the third anniversary of the Closing Date was the Conversion Date of such Put Notes.

Warrants. 3.1 The Warrants will be represented and governed by the Warrant Certificate, which will contain provisions to the following effect: (a) In consideration each whole Warrant will be exercisable to acquire, subject to adjustment as set out in the Warrant Certificate, one Warrant Share at the Warrant Price at any time from the Closing Date until 4:30 p.m. (Pacific time) on the day that is 24 months after the Closing Date; (b) the number of Warrant Shares issuable on the exercise of a Warrant and the Warrant Price will be subject to adjustment in certain events, including the subdivision, consolidation, change or reclassification of Common Shares, the issue of Common Shares by way of stock dividends other than dividends paid in the ordinary course, and the distribution to all or substantially all the holders of the Lender providing Common Shares of rights entitling them to subscribe for or purchase Common Shares; (c) no fractional Warrants will be issued. To the Loan extent the Purchaser subscribes for a number of Units that would otherwise entitle the Purchaser to a fraction of a whole Warrant, the number of Warrants to be issued to the Purchaser will be rounded up to the nearest whole number; (d) Warrants that are exercised will not be entitled to any cash or stock dividends or any other distributions paid or declared but unpaid on the terms of this Agreement, Warrant Shares during the Borrower shall, as soon as practicable as determined at period from the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, Closing Date to the satisfaction time of such exercise; (e) the Warrants will be non-transferable, other than to an Affiliate of the Lender, common stock purchase warrants Purchaser; (f) the Purchaser shall not be issued any Warrant Shares which will result in the Purchaser owning 20% or more of the then issued and outstanding Common Shares of the Issuer until such time as the Shareholders have approved the creation of the Purchaser as a new control person of the Issuer (the “Creation of a New Control Person”); (g) subject to Subsection (h) below, the Purchaser shall only be entitled to exercise the Warrants if the proceeds from such exercise are required by the Issuer to fund the Royalty Buy-Down with Waterton as contemplated by Section 6 below. For greater certainty, the Issuer shall not, during the term of the Warrants, raise or seek to raise, without the prior written consent of the Purchaser, alternative sources of financing to fund the Royalty Buy-Down with Waterton other than from the Purchaser pursuant to the exercise of Warrants; (h) any monies or Gold Standard Shares advanced by the Purchaser to or to the order of the Issuer (the “Royalty Advances”) from time to time for the Lender (or purposes of funding the Transferee as designated Royalty Buy-Down will be applied towards the exercise of Warrants by the Lender Purchaser for the issuance by notice to the Borrower in writing (including Issuer of the Warrant Shares at the Warrant Price, provided that if any Royalty Advances are made by email) reasonably in advance the Purchaser prior to the issuance Shareholders approving the Creation of a New Control Person, the Issuer shall not issue any Warrant Shares to the Purchaser which will result in the Purchaser owning 20% or more of the Warrants) on then issued and outstanding Common Shares of the following key terms:Issuer until such time as the Creation of a New Control Person in the Purchaser has been approved by the Shareholders. In the event the Creation of a New Control Person in the Purchaser is not approved by the Shareholders, any outstanding Royalty Advances shall be deemed to constitute a non-interest bearing demand loan from the Purchaser to the Issuer; and (i) any Warrants in excess of the total aggregate number of Warrants required to fund the Royalty Buy-Down in full shall be cancelled. 3.2 If requested by the TSXV as a condition of its acceptance of the Offering, the Purchaser shall provide an undertaking to the TSXV not to acquire or be issued shall not exceed 15any Warrant Shares that will result in the Purchaser owning 20% or more of the issued and outstanding common stock Common Shares of the Borrower; and (ii) Issuer from time to time prior to the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) Shareholders approving the Warrants may be exercisable, Creation of a New Control Person in whole or in part, at any time during the term of this Agreement commencing on the issuance date favor of the WarrantsPurchaser. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (ai) In consideration At the Effective Time, each warrant originally issued in connection with an offering of the Lender providing the Loan on the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants trust preferred securities (the “WarrantsTRUPs Warrant”) which is then outstanding and unexercised shall cease to represent a right to acquire VCBI Common Stock and shall be converted automatically into a warrant to purchase shares of UBSI Common Stock (a “Surviving TRUPs Warrant”) in an amount and at an exercise price determined as provided below (and otherwise subject to the Lender terms under which such TRUPs Warrant was granted, including vesting rights, the agreements evidencing grants thereunder and any other agreements between VCBI and a warrant holder regarding TRUPs Warrants): (or A) the Transferee as designated by the Lender by notice number of shares of UBSI Common Stock to be subject to the Borrower in writing (including by email) reasonably in advance prior Surviving TRUPs Warrant will be equal to the issuance product of the Warrants) on number of shares of VCBI Common Stock subject to the following key terms: (i) original TRUPs Warrant and the Warrants issued Exchange Ratio; provided that any fractional shares of VCBI Common Stock resulting from such multiplication shall not exceed 15% of be rounded down to the issued and outstanding common stock of the Borrowernext whole share; and (iiB) the exercise price for each relevant per share of UBSI Common Stock under the Surviving TRUPs Warrant Share shall be Conversion Price equal to the exercise price per share of VCBI Common Stock under the original TRUPs Warrant divided by the Exchange Ratio; provided that if the exercise price resulting from such division results in a fractional cent, the exercise price shall be rounded up to the next cent. (ii) At the Effective Time each warrant originally issued to the United States Department of the Treasury in connection with VCBI’s participation in the Troubled Asset Relief Program Capital Purchase Program (the “Treasury Warrant”) which is then outstanding and unexercised shall cease to represent a right to acquire VCBI Common Stock and shall be converted automatically into a warrant to purchase shares of UBSI Common Stock (a “Surviving Treasury Warrant”) in an amount and at an exercise price determined as provided below (and otherwise subject to clause 10(b)the terms of such Treasury Warrant): (A) the number of shares of UBSI Common Stock to be subject to the Surviving Treasury Warrant will be equal to the product of the number of shares of VCBI Common Stock subject to the original Treasury Warrant and the Exchange Ratio, rounded to the nearest one-hundredth of a share; and (iiiB) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in per share of UBSI Common Stock under the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount Surviving Treasury Warrant shall be equal to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount quotient of the exercise price due for per share of VCBI Common Stock under the relevant Sharesoriginal Treasury Warrant divided by the Exchange Ratio, without exercising its right rounded to set offthe nearest one-tenth of a cent.

Warrants. (a) In consideration of At the Lender providing the Loan on the terms of this AgreementEffective Time, the Borrower shall, as soon as practicable as determined at obligation to honor each outstanding Series B Warrant of Common Stock (a "Company Warrant") shall be deemed assumed by Parent. At and after the Lender’s sole discretion Effective Time: (but in any case, not earlier than i) each Company Warrant then outstanding shall entitle the first Initial Loan Disbursement Date) issue and deliver, holder thereof to acquire the number (rounded up to the satisfaction nearest whole number) of Parent Shares determined by multiplying (x) the Lender, common stock purchase warrants (the “Warrants”) number of shares of Common Stock subject to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance such Company Warrant immediately prior to the issuance of the Warrants) on the following key terms: Effective Time by (iy) the Warrants issued shall not exceed 15% of the issued Exchange Ratio; and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant per share of Parent Shares subject to any such Company Warrant Share at and after the Effective Time shall be Conversion Price and otherwise an amount (rounded up to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Common Stock subject to clause 10(b); and such Company Warrant prior to the Effective Time, divided by (iiiy) the Warrants may Exchange Ratio (the "Substitute Warrants"). Other than as provided above, as of and after the Effective Time, each Substitute Warrant shall be exercisable, in whole or in part, at any time during subject to the term of this Agreement commencing on the issuance date same terms and conditions of the WarrantsCompany Warrants as in effect immediately prior to the Effective Time. (b) To the extent the relevant amount The Board of the Repayable Amount Directors of the Initial Loan was not (iCompany shall take all corpo rate action necessary to cause the Company Warrants outstanding at the Effective Time to be treated in accordance with Section 2.8(a) repaid and be assumed by Parent at the Borrower and/or (ii) converted into SharesEffective Time. Following the Effective Time, the Lender shall have no holder of a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party Company Warrant shall have any claims whatsoever rights to the other Party in respect of the performance of the relevant obligationacquire Common Stock. (c) Clause 10(bIf the Company Warrant remains unexercised, the Company shall cause an amendment to the Company Warrant, dated as of March 29, 1995, issued to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") and now held by FRS Capital Company, LLC, to be effected prior to the Closing, which would amend paragraph (j) thereof to provide that, following the Effective Time, Parent's obligations under such paragraph shall be without prejudice subject to the Lender’s right to pay (or procuring its Paying Agent to pay) Parent's including the shares related to the Borrower any amount Warrant in a registration statement for shares to be sold by other selling shareholders of Parent. If the Com pany Warrant is exercised prior to the Effective Time and Parent is notified of such exercise and that a Stock Election is being made by the holder thereof, then the shares related to the Company Warrant shall be exchanged for registered Parent Shares at or promptly after the Effective Time as a part of the exercise price due for the relevant Shares, without exercising its right to set offMerger.

Warrants. (a) In consideration 2.1.1 The Investors shall be granted Warrants to subscribe to [125% of the Lender providing total number of Shares into which the Loan Convertible Bond is convertible into on the Issue Date in accordance with the terms of these Terms and Conditions]1 Shares. 2.1.2 The Warrants shall be issued free from all Encumbrances in registered form, other than those resulting from applicable securities laws. The Company shall treat the Holders as the absolute owner of the Warrants issued to it and accordingly the Company shall not be bound to recognize any equitable or other claim to or interest in such Warrants from any other person. Notwithstanding any provision to the contrary in this Agreement, no Holder may assign, transfer, pledge or otherwise dispose of, directly or indirectly, all or any portion of the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion Warrants or Subscription Rights (but in any case, not earlier than excluding the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance Warrant Shares issued upon exercise of the Warrants) on to any Person, without the following key terms:prior written consent of the Company, which consent shall not be unreasonably withheld. For the avoidance of doubt, the Warrants, Subscription Rights and the Warrant Shares may only be assigned, transferred, pledged or otherwise disposed of in compliance with US state and federal securities laws. (i) 2.1.3 The Holder, by the acceptance hereof, represents and warrants that it is acquiring the Warrants issued shall and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not exceed 15% with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the issued and outstanding common stock Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. 2.1.4 The Warrants do not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Borrower; and (ii) Issuer prior to the exercise price for each relevant hereof as set forth in Clause 2.2, except as otherwise expressly set forth herein. 2.1.5 The Holder acknowledges that the Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) Shares acquired upon the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date exercise of the Warrants, if not registered will have restrictions upon resale imposed by state and federal securities laws. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration of The Company shall issue Warrants to the Lender providing Warrant Recipients in the Loan amounts designated on the terms Schedule B hereto and as described in Section 6 of this Subscription Agreement, . The Put Warrants will be in the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue form of Exhibit D hereto. The Put Warrants will be exercisable immediately upon issuance and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrantsfive years thereafter. (b) To In the extent the relevant amount event, for any reason except for Subscriber's unwillingness to purchase greater amounts of Put Notes because of the Repayable Amount beneficial ownership limitations of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into SharesSection 11.2(e), the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) Put in the amount of the Repayable Amount at least 21.05% of the Initial Loan then outstanding against Put Note Purchase Price set forth on the relevant obligation signature page ("Minimum Principal") has not been exercised as of the Borrower to repay such Repayable Amount first anniversary of the Effective Date, then the Company will issue Put Warrants to the Lender. In this case, Warrant Recipients in an amount determined by subtracting the Borrower shall set off actual amount of Put Note Principal for which Put Notices have been validly given from the relevant obligations Minimum Principal (the result being the "Unexercised Put") and issuing Put Warrants in connection with such Unexercised Put as set out if the amount of Put Notes issuable in this clause 10(b), and: (i) connection with the relevant obligation of each Party shall be deemed fully performed Unexercised Put were actually issued and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect first anniversary of the performance Closing Date was the Conversion Date of the relevant obligationsuch Put Notes. (c) Clause 10(bIn the event, for any reason except for Subscriber's unwillingness to purchase greater amounts of Put Notes because of the beneficial ownership limitations of Section 11.2(e), the Put in the amount of 42.1% of the Put Note Purchase Price set forth on the signature page hereto ("Majority Principal") shall be without prejudice has not been exercised as of the second anniversary of the Effective Date, then the Company will issue Put Warrants to the Lender’s right Warrant Recipients in an amount determined by subtracting the actual amount of Put Note Principal for which Put Notices have been validly given and the amount of Put Note Principal deemed converted pursuant to pay Section 11.4(b) above from the Majority Principal (or procuring its Paying Agent the result being the "Interim Unexercised Put") and issuing Put Warrants in connection with such Interim Unexercised Put as if the amount of Put Notes issuable in connection with the Interim Unexercised Put were actually issued and the second anniversary of the Closing Date was the Conversion Date of such Put Notes. (d) In the event, for any reason except for Subscriber's unwillingness to paypurchase greater amounts of Put Notes because of the beneficial ownership limitations of Section 11.2(e), the entire Put in the amount of 63.157% of the Put Note Purchase Price set forth on the signature page hereto ("Maximum Principal") has not been exercised as of the third anniversary of the Effective Date, then the Company will issue Put Warrants to the Borrower any Warrant Recipients in an amount determined by subtracting the actual amount of Put Note Principal for which Put Notices have been validly given and the exercise price due for amount of Put Note Principal deemed converted pursuant to Sections 11.4(a) and 11.4(b) above from the relevant Shares, without exercising its right to set offMaximum Principal (the result being the "Unexercised Put Balance") and issuing Put Warrants in connection with such Unexercised Put Balance as if the amount of Put Notes issuable in connection with the Unexercised Put Balance were actually issued and the third anniversary of the Closing Date was the Conversion Date of such Put Notes.

Warrants. (a) In As consideration of for the Lender providing the Loan on the terms of this AgreementThird Amendment, the Borrower shallagrees that on each date set forth on the attached SCHEDULE B, as soon as practicable as determined at in the Lender’s sole discretion (but in any case, event that the Total Facility Commitment is not earlier than the first Initial Loan Disbursement Date) issue and deliver, permanently reduced to the satisfaction amount set forth with respect to such date on such SCHEDULE B, the Borrower shall automatically issue to each of the Lender, common stock Banks a warrant to purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and Borrower in the form attached hereto as EXHIBIT I (iieach a "WARRANT"), exercisable for the number of Warrant Shares (as defined in the Warrant) equal to such Bank's PRO RATA share (in accordance with such Bank's Commitment Percentage of the exercise price Total Facility Commitment) of the number of Warrant Shares that, when combined with the cumulative number of Warrant Shares for each relevant Warrant Share shall be Conversion Price and otherwise subject which all Warrants theretofore issued to clause 10(b); and (iii) the Warrants may Banks would be exercisable, would equal the percentage of the outstanding shares of the Borrower's common stock on such date (assuming issuance of all shares of common stock issuable upon exercise of all outstanding options, warrants and other rights and upon conversion of all outstanding convertible securities) set forth on such SCHEDULE B for the respective date, regardless of whether the Borrower had failed or succeeded in whole reducing the Total Facility Commitment to the level set forth on such SCHEDULE B with respect to any prior date. For purposes of determining whether the Total Facility Commitment has been permanently reduced to the amount set forth with respect to each date set forth on SCHEDULE B, amounts in respect of Amendment Fee or Overadvance Fees paid from proceeds of an Asset Sale (including without limitation a capitalization event) in partadvance of the scheduled installment payment date or Revolving Credit or Acquisition Loan Maturity Date, as applicable, shall be deemed to have been applied to permanently reduce the Total Facility Commitment. The Borrower shall enter into a Registration Rights Agreement with the Banks in form and substance satisfactory to the Agent and the Banks within fourteen (14) days after the Effective Date. The Borrower shall be obligated to file on the terms set forth in such Registration Rights Agreement, within thirty (30) days after the Effective Date of the Third Amendment, a registration statement with the Securities and Exchange Commission with respect to the resale of the Warrant Shares by the Banks and shall use its commercially reasonable efforts to have the Securities and Exchange Commission prepared to declare such registration statement effective by June 30, 2000, including filing all amendments necessary to reflect changes in the Borrower's Circumstances. The Borrower needs not request acceleration of effectiveness until Warrants have been issued, at any which time during the term Borrower will use its commercially reasonable efforts to have the registration statement declared effective. Assuming it has used its commercially reasonable efforts and continues to do so, the failure of such registration statement to become effective shall not constitute a Default or Event of Default under the Credit Agreement or this Agreement commencing on the Third Amendment. The Borrower will at all times maintain sufficient authorized but unissued shares of Common Stock reserved for issuance date upon exercise of the Warrants. (b) To . On the extent the relevant amount date of issuance of each of the Repayable Amount of Warrants, each such Warrant shall have been duly and validly issued to the Initial Loan was not (i) repaid respective Bank. The Warrant Shares will be duly and validly issued, fully paid and nonassessable upon issuance by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount payment of the exercise price due for therefor in accordance with the relevant provisions of the Warrants. Upon exercise of the Warrants, and the delivery by the Borrower of stock certificates representing Warrant Shares, without exercising its right all in accordance with the terms of the Warrants, lawful and valid title to set offeach of such Warrant Shares will be conveyed to and vested in the Banks, free and clear of all restrictions and other liens and encumbrances, except the agreements, restrictions and other liens and encumbrances (if any) imposed by the Third Amendment, the Warrants and applicable law.

Warrants. Each warrant to purchase the Company Common Stock (a) In consideration of the Lender providing the Loan on the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the a “WarrantsCompany Warrant”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance outstanding immediately prior to the issuance Effective Time shall at the Effective Time or at an earlier time, if previously agreed to by the Purchaser, be deemed to constitute a warrant to acquire, on the same terms and conditions as were applicable under such Company Warrant immediately prior to the Effective Time, the Merger Consideration. In addition, the Company shall make the provision for a cash payment to each holder of a Company Warrant unexercised and outstanding at the Effective Time in accordance with this Section 2.11(k). Each Company Warrant unexercised and outstanding at the Effective Time shall be cancelled upon the Effective Date and will no longer be valid and enforceable in exchange for a cash payment to the holder of the Warrants) on Company Warrant in an amount equal to the following key terms: excess of (i) the Warrants issued shall not exceed 15% Merger Consideration multiplied by the number of shares of Company Common Stock purchasable pursuant to such Company Warrant immediately prior to the issued and outstanding common stock of the Borrower; and Effective Time over (ii) the aggregate exercise price for the Company Common Stock purchasable pursuant to such Company Warrant immediately prior to the Effective Time (in each relevant case assuming such Company Warrant Share had been fully vested and fully exercisable as of the Effective Time), less any amounts as are required to be deducted and withheld under the Code or any provision of state or local tax law in connection with such payment (the “Warrant Spread Payment”). The Company shall make the Warrant Spread Payment at or promptly following the Effective Time by check or wire transfer of immediately available funds as directed by the holder of the Company Warrant. Prior to consummation of the Offer, the Company shall use its best efforts to obtain from each holder of a Company Warrant a letter of transmittal representing such holder’s agreement that (x) such holder will accept the applicable Warrant Spread Payment (less any amounts as required to be deducted and withheld under the Code or any provision of state or local tax law in connection with such payment) as full payment for each Company Warrant held by such holder and (y) upon such payment all such Company Warrants shall be Conversion Price cancelled and otherwise subject to clause 10(b); and (iii) the Warrants may will no longer be exercisable, in whole valid or in part, at any time during the term of this Agreement commencing on the issuance date enforceable. As of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into SharesEffective Time, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party person shall have any claims whatsoever right under any Company Warrants with respect to the other Party in respect any equity securities of the performance of Surviving Corporation or any Subsidiary thereof, except the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to receive the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set offpayable under this Section 2.11(k).

Warrants. Company shall issue in Consultant’s (aand/or its nominee(s)) In consideration of the Lender providing the Loan on the terms of this Agreementname, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) exercisable for Two Million One Hundred Sixty Five Thousand Six Hundred Forty Two (2,165,642) shares (the “Warrant Shares”) of Common Stock (the “Common Stock”). The Warrants shall be exercisable for five (5) years from the date of the closing of the Credit Facility, or, if the provisions of 1.B.(ii) above have been satisfied, of the Replacement Facility, have an (i) exercise price per share of $1.40 and shall have (ii) cashless exercise provisions, and (iii) customary adjustment provisions including anti-dilution provisions and shall be substantially in the form attached hereto as Exhibit A. In the event and to the Lender (extent that there shall be any forward stock split, reverse stock split or any recapitalization of the outstanding Common Stock of Company, the aggregate number of Warrant Shares, as well as the exercise price of the Warrants, shall be appropriately and equitably adjusted. Except as otherwise set forth herein or in the Warrant, the Warrants shall vest upon closing of the Credit Facility, the Replacement Facility or the Transferee Replacement Proposal, as designated by the Lender by notice case may be, and shall be immediately exercisable. Notwithstanding anything to the Borrower contrary contained herein or otherwise, in writing the event that (including by emaili) reasonably in advance Consultant delivers to Company a Replacement Facility commitment pursuant to Section 1.B.(ii). above, and the Company elects on or prior to the issuance Facility Deadline to accept a Replacement Proposal in lieu of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued Replacement Facility and outstanding common stock of the Borrower; and (ii) Company closes on the exercise price for each relevant Warrant Share Replacement Proposal, then the Warrants shall vest notwithstanding that the closing of the Replacement Proposal occurs after the Facility Deadline; provided, however, in the event that the Board of Directors of the Company determines, in its absolute and sole discretion, not to accept any such Replacement Proposal by the Facility Deadline, the Warrants shall expire and shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisablebecome void and of no value, as provided in whole or in part, at any time during the term Section 4 of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.Exhibit A.

Warrants. (ai) In consideration At least forty five (45) days prior to any Transfer of Warrants by Acquisition Company or the Lender providing Foundation (each a "Warrant Transferor") to any Person other than the Loan on the terms of this AgreementCompany or a Wholly Owned Subsidiary, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants Warrant Transferor shall deliver a written notice (the “Warrants”"Warrant Sale Notice") to the Lender Company (or and the Transferee as designated 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 Transferor and the Company within 30 days after receipt by the Lender by notice Tag-along Warrant Holders of the Warrant Sale Notice. If any Tag-along Warrant Holder has elected to participate in such Transfer, 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 Borrower product of (A) the percentage of outstanding Warrants held by such Person and (B) the number of Warrants to be sold in writing (including by emailthe contemplated Transfer. The Warrant Transferor shall use commercially reasonable efforts to obtain the agreement of the prospective transferee(s) reasonably in advance prior to the issuance participation of the WarrantsTag-along Warrant Holders in the contemplated Transfer, and no Warrant Transferor shall Transfer any Warrants to any prospective transferee(s) on if such transferee(s) refuses to allow the following key terms: (i) the Warrants issued shall not exceed 15% full participation of the issued and outstanding common stock of Tag-along Warrant Holders as set forth herein. Notwithstanding the Borrower; andforegoing, if Acquisition Company does not exercise its Warrant Tag-along Right with respect to a Warrant Sale Notice given by the Foundation, no Management Stockholder shall have a Warrant Tag-along Right with respect thereto. (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender Each Management Stockholder shall have a right to set off participate in the Lender’s obligation Warrant Tag-along Right by delivering written notice (the "Management Warrant Tag-along Notice") to pay the Warrant Transferor and the Company within 30 days after receipt of the Warrant Sale Notice. In order to allow the Management Stockholders to participate in a Transfer of Warrants pursuant to Section 7(c)(i) above, each Management Stockholder shall have the right to write and sell, at the same price that the Warrants are being transferred as set forth in the Warrant Sale Notice, a call entitling the purchaser to purchase shares of Common Stock then owned by such Management Stockholder. Each such call (a "Tag-along Call") shall have the same exercise price set out in clause 10(a)(ii) in and other terms and conditions as the amount Warrants, except that the Tag-along Call shall expire five years from the date of issuance of the Repayable Amount Tag-along Call or such later date as determined by the affirmative vote of the Initial Loan then outstanding against the relevant obligation holders of a majority of the Borrower Warrants. Each Management Stockholder's Warrant Tag-along Notice shall specify the number of Tag-along Calls such Management Stockholder intends to repay write and sell, which shall not exceed the number of shares of Common Stock then owned by such Repayable Amount to the LenderManagement Stockholder. In this case, the Borrower shall set off the relevant obligations as set out All Tag-along Calls specified in this clause 10(b), and: (i) the relevant obligation of each Party all Management Stockholders' Warrant Tag-along Notices shall be deemed fully performed to be outstanding Warrants for purposes of Section 7(c)(i) above. Each Management Stockholder writing and discharged; and selling Tag-along Calls pursuant to this Section 7(c) shall, at the closing of such sale, deposit with the Company, as escrow agent, stock certificates (iior voting trust certificates) no Party representing the number of shares of Common Stock underlying such Tag-along Calls. Upon such deposit, the Company shall have any claims whatsoever assume the obligations of the writer of the Tag-along Call to the other Party in respect holder thereof. As escrow agent, the Company shall: (A) upon exercise of a Tag-along Call, deliver the performance of certificates representing the relevant obligation. (c) Clause 10(b) shall be without prejudice shares deliverable upon such exercise to the Lender’s right to pay (or procuring its Paying Agent to pay) to holder of such Tag-along Call, receive payment from the Borrower any amount holder of the exercise price due for payable upon such exercise, and remit such payment to the relevant SharesManagement Stockholder who wrote and sold such Tag-along Call; and (B) upon expiration of an unexercised Tag-along Call, without exercising its right redeliver the certificates representing the shares underlying such Tag-along Call which were not purchased on exercise thereof to set offthe Management Stockholder who wrote and sold such Tag-along Call.

Warrants. (a) In consideration The Company has filed all reports, schedules, forms, statements, exhibits and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Lender providing Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the twelve (12) months preceding the Second Amendment Effective Date, except for the filing of schedules, forms, statements, exhibits and other documents for which the failure to file would not result in the disclosures set forth in the SEC Documents to be materially deficient (all of the foregoing filed prior to or on the Second Amendment Effective Date, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being referred to in this Agreement as the “SEC Documents”). (b) The issuance of the Warrants are duly authorized and, upon issuance in accordance with the terms of the Loan Documents, the Warrants shall be validly issued, fully paid and non-assessable and free from all statutory and contractual preemptive rights and rights of first refusal or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof. Upon exercise in accordance with the Warrants (as the case may be), the shares of common stock of the Company (the “Common Stock”) issuable on such exercise (the terms “Warrant Shares” and, together with the Warrants, the “Securities” ), when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders of Warrant Shares being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Lenders in the Warrant Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. Except for the filing of any notice prior or subsequent to the Second Amendment Effective Date that may be required under applicable state and/or federal securities laws (or comparable laws of any other jurisdiction) no authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency, instrumentality or other third party, is or will be necessary for, or in connection with, the execution and delivery by the Company of this Agreement, for the Borrower shalloffer, as soon as practicable as determined at the Lender’s sole discretion (but in any caseissue, not earlier than the first Initial Loan Disbursement Date) issue and deliversale, to the satisfaction execution or delivery of the LenderWarrant Shares, common stock purchase warrants (or for the “Warrants”) to the Lender (or the Transferee as designated performance by the Lender by notice to Company of its obligations under this Agreement. The Company has reserved from its duly authorized capital stock, whether unissued or held in treasury, the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the Warrant Shares issuable upon exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (bc) To the extent the relevant amount The capitalization of the Repayable Amount Company is as described in the most recent periodic report included in the SEC Documents, and all of the Initial Loan was issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable, and have been issued in compliance with federal and state securities laws. The Company has not issued any capital stock since the date of its most recent periodic report included in the SEC Documents other than pursuant to the exercise of stock options under the Company's stock option plans (i) repaid by such issuances and any such stock options, whenever issued or granted, being collectively “Employee Equity Transactions”), pursuant to the Borrower and/or (ii) converted conversion or exercise of outstanding securities that are convertible into Sharesor exercisable for Common Stock, the Lender shall have a right issuance of Common Stock to Sears in connection with entering into the Amendment, or pursuant to publicly disclosed equity financings. Except for Employee Equity Transactions and as set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) forth in the amount SEC Documents, there are no outstanding options, warrants, rights to subscribe to, calls or commitments relating to, or securities or rights convertible into, any shares of capital stock of the Repayable Amount Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Initial Loan then outstanding against the relevant obligation Company or options, warrants, rights to subscribe to, calls or commitments relating to, or securities or rights convertible into, any shares of capital stock of the Borrower to repay such Repayable Amount to the LenderCompany. 8. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect Section 10.1.3 of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice Credit Agreement is hereby amended and restated to the Lender’s right to pay (or procuring read in its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.entirety as follows:

Warrants. (a) In consideration This certifies that or registered assigns is the registered owner of the Lender providing above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable —, subject to the Loan registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time , on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of MannKind Corporation (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the terms following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the Borrower shall, as soon as practicable as determined principal amount of Warrant Debt Securities stated in the Warrant Certificate at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants warrant price (the “WarrantsWarrant Price”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock principal amount thereof [plus accrued amortization, if any, of the Borrower; and original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount (ii) the exercise price $ for each relevant $1,000 principal amount of Warrant Share shall Debt Securities) will be Conversion amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and otherwise by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to conditions set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) forth herein and in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations Warrant Agreement (as set out in this clause 10(bhereinafter defined), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration The Company shall comply with all provisions of the Lender providing Warrants applicable to the Loan on transactions contemplated hereby. Without limiting the foregoing, the Company shall provide any notices to the holders of such Warrants as required therein. Each outstanding Warrant that is not exercised prior to the Effective Time shall be cancelled, extinguished and no longer outstanding and shall cease to represent the right to acquire shares of Common Stock or Preferred Stock and in consideration for such cancellation, automatically shall be converted into (i) with respect to each Company Share underlying a Warrant, the right to receive, without interest, and subject to the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but an amount in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, cash equal to the satisfaction excess, if any, of the LenderClosing Per Share Merger Consideration over the exercise price per share attributable to such Warrant (such amount being hereinafter referred to as the "Per Warrant Merger Consideration"), common stock purchase warrants (it being understood that the “Warrants”) Per Warrant Merger Consideration with respect to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrowerother than In-the-Money Warrants will be zero; and (ii) with respect to holders of In-the-Money Warrants, the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants Pro Rata Portion of any Escrow Amount that may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party payable in respect of the performance Company Shares underlying such Warrants as a result of the relevant obligation. (c) Clause 10(b) shall be without prejudice release of any then-remaining Escrow Amount pursuant to the Lender’s right Escrow Agreement and Sections 2.12 and 9.4 of this Agreement; and (iii) with respect to pay (or procuring its Paying Agent to pay) holders of In-the-Money Warrants, the Pro Rata Portion of any Representative Reimbursement Amount that may be payable in respect of the Company Shares underlying such Warrants as a result of the release of any then-remaining Representative Reimbursement Amount pursuant to the Borrower any amount terms and conditions of Section 8.2 hereof. The Company shall take or cause to be taken, including as appropriate by the exercise price due for Company Board or the relevant Sharesappropriate committee thereof, without exercising its right all steps necessary, if any, to set offgive effect to the provisions of this Section 2.7(b).

Warrants. (a) In consideration of Upon signing this Agreement at the Effective Date, the Company shall simultaneously issue to the Lender providing at the Loan Effective Date, a warrant in substantially the form annexed hereto as Exhibit B (the “Warrant”) to purchase an aggregate of 200,000 shares of Common Stock (the “Warrant Shares”) at an exercise price of $2.00 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 terms face of this Agreementsuch Warrant until and unless the underlying common shares are registered by the Company in an effective registration statement as set forth in Section 5, and such registration statement stays effective, in which event the Borrower shallWarrants shall be exercisable only on a cash basis. The Warrants shall have Down Round Protection meaning that prior to exercise, as soon as practicable as determined if at any time the Lender’s sole discretion Company grants, issues or sells any Common Stock, options to purchase Common Stock, securities convertible into Common Stock or rights relating to Common Stock (but in the “Purchase Rights”) to any caseperson, not earlier entity, association, or other organization other than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (at a price per share less than the “Warrants”) Exercise Price, then the Exercise Price hereof shall be proportionately reduced to match the Lender (or price per share of the Transferee as designated by Purchase Rights. For purposes of clarification, if the Lender by notice to Company sells Common Stock at $1.00 per share at any time after the Borrower in writing (including by email) reasonably in advance date hereof but prior to exercise, then the Exercise Price of Lender’s Warrant Shares would be adjusted to $1.00. Notwithstanding, the Exercise Price may not exceed $2.00 per share except in the event of a reverse stock split after the Company’s Initial Public Offering in which event it would be adjusted pro-rata.. The issuance of Purchase Rights shall not constitute a Down Round for purposes of this Agreement in the Warrants) on the following key terms: event of: (i) the Warrants exercise or issuance of stock options or the conversion of convertible securities in each case issued shall not exceed 15% to employees and directors of the issued and outstanding common Company pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (ii) a dividend or distribution payable to holders of capital stock of the BorrowerCompany; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) a subdivision (by stock split, recapitalization or otherwise) of outstanding shares of the Warrants may be exercisable, in whole Company into a greater number of shares; or in part, at any time during the term of this Agreement commencing on (iv) the issuance date of the Warrants. (b) To the extent the relevant amount shares pursuant to a currently outstanding security. Each of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party these events shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationan “Exempt Issuance”. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration This certifies that [the bearer is the] [ or registered assigns is the registered] owner of the Lender providing above indicated number of Warrants, each Warrant entitling such [bearer [If Offered Debt Securities and Warrants which are not immediately detachable —, subject to the Loan bearer qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined] [registered owner] to purchase, at any time [after the close of business on , , and] on or before the close of business on , , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”) of First State Bancorporation (the “Corporation”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis.* * Complete and modify the following provisions as appropriate to reflect the terms of the Warrants and the Warrant Debt Securities. [During the period from , through and including , , each Warrant shall entitle the Holder thereof, subject to the provisions of the Warrant Agreement (as defined below), to purchase from the Corporation the principal amount of Warrant Debt Securities stated above in this AgreementWarrant Certificate at the exercise price of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from , ]; [in each case, the Borrower shalloriginal issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, as soon as practicable as determined at the Lender’s sole discretion (but in any casecomputed on a[n] [semi-]annual basis[, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction using a 360-day year consisting of the Lender, common stock purchase warrants twelve 30-day months] [(the “WarrantsExercise Price”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance )]. The Holder of the Warrants) on the following key terms: (i) this Warrant Certificate may exercise the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisableevidenced hereby, in whole or in part, by surrendering this Warrant Certificate, with the purchase form set forth hereon duly completed, accompanied [by payment in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds]] [by surrender of the [specified aggregate principal amount of [identified securities]], the Exercise Price for each Warrant exercised, to the Warrant Agent (as hereinafter defined), at any time during the term corporate trust office of this Agreement commencing [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”) [or at ,] at the addresses specified on the issuance date reverse hereof and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement. This Warrant Certificate may be exercised only for the purchase of Warrant Debt Securities in the Warrants. (b) To the extent the relevant principal amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have [$1,000] or any claims whatsoever to the other Party in respect of the performance of the relevant obligationintegral multiple thereof. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration The Company shall take all actions necessary to provide that at the Effective Time each Series A Warrant that is outstanding, unexercised and unexpired immediately prior to the Effective Time, whether vested or unvested, and as to which the holder thereof executes a Series A Warrant Termination Agreement (the “Series A Warrant Termination Agreement”), shall be accelerated in full, cancelled and converted into and represent the right to receive (A) in accordance with the Series A Warrant Termination Agreement, an amount in cash, without interest, equal to the Series A Per Share Closing Amount, minus the exercise price per share attributable to such Series A Warrant and (B) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) any proceeds or distributions of the Lender providing Deferred Payment (if, when and to the Loan on extent distributed to the Shareholders pursuant to the terms herein). Any amount paid pursuant to this Section 1.9 in respect of Series A Warrants shall be subject to any applicable Taxes required to be withheld with respect to such payment. With respect to the Series A Warrant Termination Agreements, the Company shall mail such agreements to the applicable holders of Series A Warrants immediately after the execution of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, shall use commercially reasonable efforts to have such agreements executed by such holders and delivered to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance Company at least one day prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the WarrantsClosing Date. (b) To The Company shall take all actions necessary to provide that at the Effective Time each Common Warrant that is outstanding, unexercised and unexpired immediately prior to the Effective Time, whether vested or unvested, and as to which the holder thereof executes a Common Warrant Termination Agreement (the “Common Warrant Termination Agreement”), shall be accelerated in full, cancelled and converted into and represent the right to receive (A) in accordance with the Common Warrant Termination Agreement, an amount in cash, without interest, equal to the Common Per Share Closing Amount, minus the exercise price per share attributable to such Common Warrant, plus (B) the contingent right to receive, in accordance with Section 1.7 hereof, an amount equal to the First Pro Rata Performance Amount (if any) plus (C) the contingent right to receive, in accordance with Section 1.7 hereof, an amount equal to the Second Pro Rata Performance Amount (if any) plus (D) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) any proceeds or distributions of the Deferred Payment (if, when and to the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount distributed to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever Shareholders pursuant to the other Party terms herein). Any amount paid pursuant to this Section 1.9 in respect of the performance of the relevant obligation. (c) Clause 10(b) Common Warrants shall be without prejudice subject to any applicable Taxes required to be withheld with respect to such payment. With respect to the Lender’s right to pay (or procuring its Paying Agent to pay) Common Warrant Termination Agreements, the Company shall mail such agreements to the Borrower any amount applicable holders of Common Warrants immediately after the exercise price due for execution of this Agreement, and shall use commercially reasonable efforts to have such agreements executed by such holders and delivered to the relevant Shares, without exercising its right Company at least one day prior to set offthe Closing Date.

Warrants. (a) In consideration Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the cancellation, effective at the Effective Time, of all outstanding warrants to purchase Series A Preferred Shares (the “Preferred Warrants”), without any payment therefor except as otherwise provided in this Section 3.4(a). Each vested Preferred Warrant, either vested pursuant to its terms or vested by appropriate resolutions of the Lender providing the Loan on the terms of this AgreementCompany Board (or, the Borrower shallif appropriate, as soon as practicable as determined at the Lender’s any committee thereof), in its sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliverabsolute discretion, to the satisfaction extent unexercised as of the LenderEffective Time, common stock purchase warrants shall thereafter no longer be exercisable but shall entitle each holder thereof (each, a “Preferred Warrant Holder”), in cancellation and settlement therefor, to a payment in cash (subject to any applicable withholding taxes), at the “Warrants”) Effective Time, equal to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance product of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% total number of the issued and outstanding common stock of the Borrower; and Series A Preferred Shares as to which that Preferred Warrant remains unexercised, multiplied by (ii) the excess, if any, of (x) the Series A Preferred Liquidation Preference over (y) the exercise price for each relevant Warrant per Series A Preferred Share shall be Conversion Price and otherwise subject to clause 10(bsuch Preferred Warrant (such amounts payable hereunder being referred to as the “Preferred Warrant Payments”); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the cancellation, effective at the Effective Time, of all outstanding warrants to purchase Class A Common Shares (the “Common Warrants”, and together with the Preferred Warrants, the “Warrants”), without any payment therefor except as otherwise provided in this Section 3.4(b). Each vested Common Warrant, either vested pursuant to its terms or vested by appropriate resolutions of the Company Board (or, if appropriate, any committee thereof), in its sole and absolute discretion, to the extent the relevant amount unexercised as of the Repayable Amount of Effective Time, shall thereafter no longer be exercisable but shall entitle each holder thereof (each, a “Common Warrant Holder”, and together with the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into SharesPreferred Warrant Holders, the Lender shall have “Warrant Holders”), in cancellation and settlement therefor, to a right payment in cash (subject to set off any applicable withholding taxes), at the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount Effective Time, equal to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: product of (i) the relevant obligation total number of each Party shall be deemed fully performed and discharged; and Class A Common Shares as to which that Common Warrant remains unexercised, multiplied by (ii) no Party shall have any claims whatsoever the excess, if any, of (x) the Common Merger Consideration over (y) the exercise price per Class A Common Share subject to such Common Warrant (such amounts payable hereunder being referred to as the other Party in respect of “Common Warrant Payments”, and together with the performance of Preferred Warrant Payments, the relevant obligation“Warrant Payments”). (c) Clause 10(bAt the Effective Time, Parent or Acquisition Sub shall (as a part of, and not in addition to, depositing the Merger Consideration in accordance with Section 3.1) deposit, or cause to be deposited, into the Payment Fund and Escrow Fund the aggregate Warrant Payments due pursuant to this Section 3.4. As soon as practicable, but in no event later than fifteen (15) days after the Effective Time, the Payment Agent shall mail to each Warrant Holder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the agreement or instrument evidencing a Warrant (a “Warrant Agreement”) shall be without prejudice pass, only upon proper delivery by such Warrant Holder of his, her or its Warrant Agreement to the Lender’s right Payment Agent, and shall be in customary form), and (ii) instructions for use in effecting the surrender of the Warrant Agreement in exchange for the Warrant Payment contemplated to pay (or procuring its Paying Agent to pay) be paid to the Borrower any amount Warrant Holder pursuant to this Section 3.4. Upon surrender of a Warrant Agreement to the Payment Agent, the Warrant Holder shall be entitled to receive in exchange therefor the Warrant Payment represented by such Warrant Agreement as set forth above, which Warrant Payment shall be payable upon such proper surrender by the Payment Agent by delivery of a certified or bank cashier’s check or by wire transfer, less the portion of the exercise price due for Escrow Fund with respect to such Warrant, which shall be payable in accordance with the relevant Shares, without exercising its right Escrow Agreement. No interest will be paid or accrued on any cash payable to set offWarrant Holders.

Warrants. (a) In consideration of At the Lender providing the Loan on the terms of this AgreementEffective Time, each unexpired and unexercised outstanding warrant to purchase Company Common Stock (each, an “Assumed Common Warrant”) shall be converted into a warrant to purchase Parent Stock (a “Replacement Common Warrant”). The Replacement Common Warrant will continue to have, and be subject to, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but same terms and conditions set forth in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance such Assumed Common Warrant immediately prior to the issuance of the Warrants) on the following key terms: Effective Time, except that (i) each Replacement Common Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Stock equal to the Warrants issued shall not exceed 15% product of the issued number of shares of Company Common Stock that were issuable upon exercise of such Assumed Common Warrant immediately prior to the Effective Time multiplied by the Option Exchange Ratio, rounded down to the nearest whole number of shares of Parent Stock, and outstanding common stock of the Borrower; and (ii) the per share exercise price for each relevant the shares of Parent Stock issuable upon exercise of such Replacement Common Warrant Share shall will be Conversion Price and otherwise subject equal to clause 10(b); and (iii) the Warrants may be exercisablequotient determined by dividing the exercise price per share of Company Common Stock at which such Assumed Common Warrant was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, in whole or in part, at any time during rounded up to the term of this Agreement commencing on the issuance date of the Warrantsnearest cent. (b) To At the extent Effective Time, each unexpired and unexercised outstanding warrant to purchase Series B Preferred (each, an “Assumed Preferred Warrant”) shall be converted into a warrant to purchase Parent Stock (a “Replacement Preferred Warrant”). The Replacement Preferred Warrant will continue to have, and be subject to, the relevant amount of same terms and conditions set forth in such Assumed Preferred Warrant immediately prior to the Repayable Amount of the Initial Loan was not Effective Time, except that (i) repaid each Replacement Preferred Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Stock equal to the product of the number of shares of Series B Preferred that were issuable upon exercise of such Assumed Preferred Warrant immediately prior to the Effective Time multiplied by the Borrower and/or Preferred Warrant Exchange Ratio, rounded down to the nearest whole number of shares of Parent Stock, and (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants per share exercise price set out in clause 10(a)(ii) in for the amount shares of the Repayable Amount Parent Stock issuable upon exercise of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount Replacement Preferred Warrant will be equal to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of quotient determined by dividing the exercise price due for per share of Series B Preferred at which such Assumed Preferred Warrant was exercisable immediately prior to the relevant SharesEffective Time by the Preferred Warrant Exchange Ratio, without exercising its right rounded up to set offthe nearest cent. The “Preferred Warrant Exchange Ratio” means the quotient obtained by dividing the Series B Consideration Value by the Average Price. The “Series B Consideration Value” means the sum of the Series B Cash Preference, the Series B Cash Participation Value, the Series B Parent Stock Preference Value and the Series B Parent Stock Participation Value.

Warrants. (a) In consideration This certifies that or registered assigns is the registered owner of the Lender providing above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable —, subject to the Loan registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of MannKind Corporation (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the terms following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the Borrower shall, as soon as practicable as determined principal amount of Warrant Debt Securities stated in the Warrant Certificate at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants warrant price (the “WarrantsWarrant Price”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock principal amount thereof [plus accrued amortization, if any, of the Borrower; and original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount (ii) the exercise price $ for each relevant $1,000 principal amount of Warrant Share shall Debt Securities) will be Conversion amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and otherwise by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to conditions set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) forth herein and in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations Warrant Agreement (as set out in this clause 10(bhereinafter defined), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. This Warrant Certificate certifies that the registered holder hereof or its registered assigns, is the registered holder of Warrants expiring [five years from effective date] (athe "Warrants") In consideration to purchase Common Stock, $0.001 par value per share (the "Common Stock"), of Cost-U-Less, Inc., a Washington corporation (the "Company"). Each Warrant entitles the holder upon exercise to receive from the Company from 10:00 a.m., Pacific time, on [one year from effective date] through and until 6:00 p.m., Pacific time, on [five years from effective date], one fully paid and nonassessable share of Common Stock (a "Warrant Share") at the initial exercise price (the "Warrant Price") of [120% of initial public offering price] payable in lawful money of the Lender providing United States of America upon surrender of this Warrant Certificate and payment of the Loan Warrant Price at the conditions set forth herein and in the Warrant Agreement referred to on the terms reverse hereof. The Warrant Price and number of Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. No Warrant may be exercised after 6:00 p.m., Pacific Time, on [five years from effective date], (the "Expiration Date"). Notwithstanding the foregoing, if at 6:00 p.m., Pacific time on the Expiration Date, any Holder or Holders of the Warrants have not exercised their Warrants and the Closing Price (as defined in the Warrant Agreement) for the Common Stock on the Expiration Date is greater than the Warrant Price, then each such unexercised Warrant shall be automatically converted into a number of shares of Common Stock of the Company equal to: (A) the number of shares of Common Stock then issuable upon exercise of a Warrant multiplied by (B) a fraction (1) the numerator of which is the difference between the Closing Price for the Common Stock on the Expiration Date and the Warrant Price and (2) the denominator of which is the Closing Price for the Warrant Stock on the Expiration Date. Reference is hereby made to the further provisions of this Agreement, Warrant Certificate set forth on the Borrower shall, reverse hereof and such further provisions shall for all purposes have the same effect as soon as practicable as determined though fully set forth at the Lender’s sole discretion (but in any case, this price. This Warrant Certificate shall not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated be valid unless countersigned by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the WarrantsCompany. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration of For its services pursuant to the Lender providing the Loan on the terms of this Agreement, the Borrower shallCompany shall grant to Broker or its designees, as soon as practicable as determined at the Lender’s sole discretion (but in any caseadditional consideration, not earlier than the first Initial Loan Disbursement Date) issue and deliver, warrants to the satisfaction purchase a maximum of 1,500,000 shares of the Lender, Company’s common stock purchase warrants (the “Warrants”) ). The Warrants shall be exercisable for a period of seven years from the date of issuance at a per share exercise price equal to $0.24. In the Lender (or event that the Transferee as designated by Company terminates the Lender by notice to the Borrower in writing (including by email) reasonably in advance Agreement prior to the issuance expiration of the Warrants) on initial Term due to a material breach committed by Broker or the following key terms: (i) Broker terminates the Agreement, up to 325,000 of the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (iiwhether vested or not) the exercise price for each relevant Warrant Share shall be Conversion Price deemed terminated and otherwise subject to clause 10(b); and (iii) be cancelled. In the Warrants may be exercisable, in whole or in part, at any time during the term of event that this Agreement commencing on is terminated by Company for its convenience prior to the issuance expiration date of the Warrants. (b) To the extent the relevant amount initial Term, then all Warrants that were not vested as of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party termination date shall be deemed fully performed vested and discharged; and (ii) no Party all of the Warrants shall have any claims whatsoever remain exercisable for the period stated in the Warrant certificate. In addition, a maximum of 750,000 Warrants will be deemed cancelled and terminated in the event the Broker does not satisfy the performance conditions set forth in Exhibit B. All Warrants will contain customary provisions relating to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount adjustment of the exercise price due and number of shares of Common Stock issuable thereunder in the event of stock split, reverse stock split, stock dividend and like events. The Warrants shall also include a provision permitting the immediate cancellation of the redemption and termination provisions in the event that the Company enters into an agreement relating to a merger, acquisition or consolidation where the Company will not be the surviving entity or for a sale of all or substantially all of its assets. All Warrants shall include piggyback registration rights, subject to customary exceptions for registration statements relating to the relevant Shares, without exercising its right Company’s option plans and mergers and acquisitions or post-effective amendments to set offany currently effective registration statement. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Warrants. This Warrant Certificate certifies that the registered holder hereof or its registered assigns, is the registered holder of Warrants expiring March __, 2003 (athe "Warrants") In consideration to purchase Common Stock, $0.01 par value per share (the "Common Stock"), of CPS Systems, Inc., a Texas corporation (the "Company"). Each Warrant entitles the holder upon exercise to receive from the Company from 10:00 a.m., Pacific time, on March __, 1999 through and until 6:00 p.m., Pacific time, on March __, 2003, one fully paid and nonassessable share of Common Stock (a "Warrant Share") at the initial exercise price (the "Warrant Price") of $_____ payable in lawful money of the Lender providing United States of America upon surrender of this Warrant Certificate and payment of the Loan Warrant Price at the conditions set forth herein and in the Warrant Agreement referred to on the terms reverse hereof. The Warrant Price and number of Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. No Warrant may be exercised after 6:00 p.m., Pacific Time, on March __, 2003 (the "Expiration Date"). Notwithstanding the foregoing, if at 6:00 p.m., Pacific time on the Expiration Date, any Holder or Holders of the Warrants have not exercised their Warrants and the Closing Price (as defined in the Warrant Agreement) for the Common Stock on the Expiration Date is greater than the Warrant Price, then each such unexercised Warrant shall be automatically converted into a number of shares of Common Stock of the Company equal to: (A) the number of shares of Common Stock then issuable upon exercise of a Warrant multiplied by (B) a fraction (1) the numerator of which is the difference between the Closing Price for the Common Stock on the Expiration Date and the Warrant Price and (2) the denominator of which is the Closing Price for the Warrant Stock on the Expiration Date. Reference is hereby made to the further provisions of this Agreement, Warrant Certificate set forth on the Borrower shall, reverse hereof and such further provisions shall for all purposes have the same effect as soon as practicable as determined though fully set forth at the Lender’s sole discretion (but in any case, this price. This Warrant Certificate shall not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated be valid unless countersigned by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the WarrantsCompany. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration of the Lender providing the Loan on the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) The Class A Ordinary Shares underlying the Warrants issued shall not exceed 15% (as defined below) have been duly authorized and validly reserved for issuance, conform to the description thereof in the Registration Statement, the General Disclosure Package and the Prospectus and will, upon exercise of the issued Warrants and outstanding common stock payment of the Borrower; andexercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or be subject to preemptive or similar rights to subscribe for or purchase securities of the Company and the holders thereof will not be subject to personal liability by reason of being such holders. (ii) the exercise price for each relevant Warrant Share shall be Conversion Price The Company has full right, power and otherwise subject authority to clause 10(b); and (iii) execute and deliver the Warrants may be exercisable, in whole or in part, at any time during the term of pursuant to this Agreement commencing on the issuance date of Agreement. The Company has duly and validly authorized the Warrants. (biii) To When issued, the extent the relevant amount Warrants will constitute valid and binding obligations of the Repayable Amount Company to issue and sell, upon exercise thereof and payment of the Initial Loan was not respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and the Warrants are enforceable against the Company in accordance with their respective terms, except: (i) repaid as such enforceability may be limited by the Borrower and/or bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) converted into Sharesas enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the Lender shall have a right remedy of specific performance and injunctive and other forms of equitable relief may be subject to set off the Lender’s obligation equitable defenses and to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount discretion of the Repayable Amount court before which any proceeding therefor may be brought. (aaa) Scheme or Arrangement with Shareholders. None of the Initial Loan then outstanding against Company, its Subsidiaries, or its affiliates is a party to any scheme or arrangement through which shareholders or potential shareholders are being loaned, given or otherwise having money made available for the relevant obligation purchase of shares whether before, in or after the Offering. None of the Borrower Company, its Subsidiaries, or its affiliates is aware of any such scheme or arrangement, regardless of whether it is a party to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationa formal agreement. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration This certifies that [the bearer is the] [ or registered assigns is the registered] owner of the Lender providing above indicated number of Warrants, each Warrant entitling such [bearer [If Offered Debt Securities and Warrants which are not immediately detachable --, subject to the Loan on the terms bearer qualifying as a "Holder" of this Agreement, the Borrower shallWarrant Certificate, as soon as practicable as determined hereinafter defined]] [registered owner] to purchase, at any time [after the Lender’s sole discretion (but in any caseclose of business on , not earlier than 19 , and] at or before the first Initial Loan Disbursement Date) issue and deliverclose of business on , to the satisfaction 19 , $ principal amount of the Lender, common stock purchase warrants [Title of Warrant Securities] (the “Warrants”"Warrant Securities") of 360(degree) Communications Company (the "Company") issued or to be issued under the Lender Indenture (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) hereinafter defined), on the following key terms: (i) basis. [During the Warrants issued period from , 19 through and including , 19 ,] each Warrant shall not exceed 15entitle the Holder thereof, subject to the provisions hereof, to purchase from the Company the principal amount of Warrant Securities stated above in this Warrant Certificate at the exercise price of % of the issued and outstanding common stock principal amount thereof [plus accrued amortization, if any, of the Borroweroriginal discount of the Warrant Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Securities or, if no interest shall have been paid on the Warrant Securities, from , 19 ]; and [in each case, the original issue discount (ii) the exercise price $ for each relevant $1,000 principal amount of Warrant Share shall Securities) will be Conversion Price and otherwise subject to clause 10(bamortized at a % annual rate, computed on a[n] [semi-] annual basis [, using a 360-day year consisting of twelve 30-day months] (the "Exercise Price"); and (iii) . The Holder of this Warrant Certificate may exercise the Warrants may be exercisableevidenced hereby, in whole or in part, by surrendering this Warrant Certificate, with the purchase form set forth hereon duly completed, accompanied [by payment in full, in lawful money of the United States of America,] [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] [by surrender of the [specified aggregate principal amount of [identified securities]], of the Exercised Price for each Warrant exercised, to the Warrant Agent (as hereinafter defined), at any time during the term corporate trust office of this Agreement commencing [name of Warrant Agent], or its successor as Warrant Agent (the "Warrant Agent") [or at ,] at the address specified on the issuance date reverse hereof and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined). This Warrant Certificate may be exercised only for the purchase of Warrant Securities in the Warrants. (b) To the extent the relevant principle amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have [$1,000] or any claims whatsoever to the other Party in respect of the performance of the relevant obligationintegral multiple thereof. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration With respect to any GSB Warrant that is exercised between the date hereof and the Effective Time, GSB shall use its reasonable best efforts to facilitate a payment of the Lender providing exercise price of such GSB Warrant by the Loan holder thereof through a cashless exercise of such GSB Warrant by withholding, from the shares of GSB Common Stock that would otherwise be delivered to the holder upon such exercise, shares of GSB Common Stock issuable upon exercise of the GSB Warrant equal in value to the aggregate exercise price as to which such GSB Warrant is so exercised based on the terms fair market value of this Agreement, the Borrower shall, as soon as practicable as GSB Common Stock (which fair market value shall be reasonably determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the WarrantsGSB Board) on the following key terms: (i) the day on which such GSB Warrant is exercised; provided, that nothing herein shall require that holders of GSB Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) pay the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the of their GSB Warrants may be exercisable, in whole by cashless exercise or in partrestrict or prohibit a holder of a GSB Warrant, at any time during his or her election, from exercising that GSB Warrant in accordance with its terms by paying the term full exercise price in cash and receiving the full number of this Agreement commencing on the issuance date shares of the WarrantsGSB Common Stock covered thereby. (b) To At the extent Effective Time, each GSB Warrant that is outstanding and unexercised immediately prior to the relevant amount Effective Time shall cease to represent a right to acquire GSB Common Stock and shall automatically be converted without any action on the part of the Repayable Amount holder thereof into the right to receive, at the election of the Initial Loan was not holder, either (i) repaid by the Borrower and/or $3.00 in cash (without interest) for each share of GSB Common Stock subject to such GSB Warrant or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount 0.25 shares of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationParkway Common Stock. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. The Company hereby agrees to issue the following warrants to Holder: (a) In consideration of the Lender providing the Loan The Company shall issue, on the Effective Date, a warrant (the “Initial Warrant”) to Holder which certifies that Holder is entitled to purchase from the Company One Million (1,000,000) duly authorized, validly issued, fully paid and nonassessable shares of Common Stock at a purchase price per share of Zero and 25/100 Dollars ($0.25) (the “Exercise Price”), subject to the terms and conditions of this Agreement. (b) Provided the Consulting Agreement is still in force and effect and subject to the terms and conditions of this Agreement, the Borrower shallCompany shall issue, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction on each anniversary of the LenderEffective Date for three (3) consecutive years, common stock purchase warrants an additional warrant (each, an “Additional Warrant”, and along with the Initial Warrant, each a “Warrant” and collectively the “Warrants”) to Holder which certifies that Holder is entitled to purchase from the Lender (or Company Additional Shares of Common Stock that are duly authorized, validly issued, fully paid and nonassessable at a purchase price per share of the Transferee as designated by the Lender by notice Exercise Price. For purpose of this Agreement, “Additional Shares” means an amount of shares equal to the Borrower in writing (including by email) reasonably in advance prior to the issuance product of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued Two Hundred and outstanding common stock of the Borrower; and Fifty Thousand (250,000) multiplied by (ii) (x) the exercise price for each relevant number of Principals (as defined in the Consulting Agreement) performing Services on behalf of the Consultant in a meaningful manner in the reasonable discretion of Company as of such anniversary plus (y) the number of Principals not performing Services on behalf of the Consultant due to death or being deemed Disabled as of such anniversary. Notwithstanding anything herein to the contrary, the maximum amount of Additional Shares per Additional Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and One Million (iii1,000,000) the Warrants may be exercisableshares. By way of example, in whole or in partif, at any time during the term of this Agreement commencing on the issuance date third (3rd) anniversary of the Warrants. Effective Date, two (b2) To the extent the relevant amount Principals are performing Services on behalf of the Repayable Amount Consultant and one (1) Principal is not performing Services on behalf of the Initial Loan was not (i) repaid Consultant due to either being deemed Disabled or having died, the Additional Warrant issued by the Borrower and/or (ii) converted into Shares, the Lender shall have a right Company to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party Holder shall be deemed fully performed and discharged; and for Seven Hundred Fifty Thousand (ii750,000) no Party shall have any claims whatsoever to the other Party in respect shares of the performance of the relevant obligationCommon Stock. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration of Each Warrant entitles the Lender providing the Loan on the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, owner thereof to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in partpurchase, at any time during on or after the Effective Date (as such term of this is defined in the Warrant Agreement commencing referred to below) and prior to 5:00 p.m. (Los Angeles, California time) on the issuance date Termination Date (as such term is defined in the Warrant Agreement referred to below), one fully paid and nonassessable share of Common Stock (as such term is defined in the WarrantsWarrant Agreement referred to below) of THE CERPLEX GROUP, INC. , a Delaware corporation (bthe "COMPANY"), at an initial purchase price of Fifty-Nine and Three Eighths Cents ($0.59375) To per share of Common Stock (the extent the relevant amount of the Repayable Amount of the Initial Loan was not "PURCHASE PRICE") upon (i) repaid by the Borrower and/or presentation and surrender of this Warrant Certificate with a form of election to purchase duly executed and (ii) converted into Sharessatisfaction of the Purchase Price in the manner set forth in the Warrant Agreement. The number of shares of Common Stock that may be purchased upon exercise of each Warrant, and the Purchase Price, are the number and the Purchase Price as of the date hereof and are subject to adjustment under certain circumstances as provided in the Warrant Agreement referred to below. The Warrants are issued pursuant to the Warrant Agreement, dated as of April 15, 1996, as amended and restated as of April 9, 1997 (as further amended from time to time, the Lender "WARRANT AGREEMENT"), among the Company and certain initial holders named therein, and are subject to all of the terms, provisions and conditions thereof, which This Warrant Certificate shall be exercisable, at the election of the holder, either as an entirety or in part from time to time. If this Warrant Certificate shall be exercised in part, the holder shall be entitled to receive, upon surrender hereof, another Warrant Certificate or Warrant Certificates for the number of Warrants not exercised. This Warrant Certificate, with or without other Warrant Certificates, upon surrender at the office of the Company referred to in Section 1.2(b) of the Warrant Agreement, may be exchanged for another Warrant Certificate or Warrant Certificates of like tenor evidencing Warrants entitling the holder to purchase a like aggregate number of shares of Common Stock as the Warrants evidenced by the Warrant Certificate or Warrant Certificates surrendered shall have a entitled such holder to purchase. Except as expressly set forth in the Warrant Agreement, no holder of this Warrant Certificate shall be entitled to any right to set off vote or receive dividends or be deemed for any purpose the Lender’s obligation holder of shares of Common Stock or of any other Securities of the Company that may at any time be issued upon the exercise hereof, nor shall anything contained in the Warrant Agreement or herein be construed to pay confer upon the holder hereof, as such, any of the rights of a holder of a share of Common Stock in the Company or any right to vote upon any matter submitted to holders of shares of Common Stock at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of Securities, change of par value, consolidation, merger, conveyance, or otherwise) or, except as provided in the Warrant Agreement, to receive notice of meetings, or to receive dividends or subscription rights, or otherwise, until the Warrant or Warrants evidenced by this Warrant Certificate shall have been exercised as provided in the Warrant Agreement. Other than with respect to the original issuance of the Warrants pursuant to the Warrant Agreement, if the Warrant Certificate of the immediate transferor of the holder of this Warrant Certificate bore the second paragraph of the legend set forth above, this Warrant Certificate shall also bear such second paragraph. THIS WARRANT CERTIFICATE AND THE WARRANT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, INTERNAL NEW YORK LAW. Exhibit A-2 39 WITNESS the signature of a proper officer of the Company as of the date first above written. THE CERPLEX GROUP, INC., By ____________________________ Name: Title: ATTEST: ---------------------------- [Assistant] Secretary (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE WARRANT CERTIFICATE) FOR VALUE RECEIVED, ___________________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee.) the accompanying Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint: _______________________________________________________________________________ attorney in fact, to transfer the accompanying Warrant Certificate on the books of the Company, with full power of substitution. Dated: _______________, _______. ________________________________ By _____________________________ NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the accompanying Warrant Certificate or any prior assignment thereof in every particular, without alteration or enlargement or any change whatsoever. Exhibit A-4 41 [FORM OF ELECTION TO PURCHASE] (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO EXERCISE ANY WARRANTS REPRESENTED BY THE WARRANT CERTIFICATE) To THE CERPLEX GROUP, INC.: The undersigned hereby irrevocably elects to exercise price set out in clause 10(a)(ii) ___________________ Warrants represented by the accompanying Warrant Certificate to purchase the shares of Common Stock issuable upon the exercise of such Warrants and requests that certificates for such shares be issued in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(bname of: _______________________________________________________________________________ (Please print name and address.), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration of At the Lender providing Effective Time, each outstanding Company Warrant, whether or not then exercisable, shall be sold by the Loan on the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, holder thereof to the satisfaction Company and thereupon cancelled in consideration for the right to receive, for each share of the LenderCompany Capital Stock which may be purchased under such Company Warrant, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower an amount, in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: cash, equal to: (i) the Warrants issued shall not exceed 15% Per Share Up-Front Payment minus the exercise price per share of Company Capital Stock at which such Company Warrant was exercisable immediately prior to the issued and outstanding common stock of the Borrower; and Effective Time, plus (ii) any amounts required to be paid by Parent with respect to such share to the exercise price for each relevant former holder of such Company Warrant Share shall in accordance with the terms of Section 9.1, as and when such payments are required to be Conversion Price and otherwise subject to clause 10(b); and made, plus (iii) the Warrants may applicable portion of any amounts required to be exercisabledisbursed from the Escrow Fund to the Company Securityholders in accordance with Section 9.2(c), as and when such disbursements are required to be made; plus (iv) the applicable portion of any amounts required to be disbursed from the Stockholders’ Agent’s Fund to the Company Securityholders in accordance with Section 2.6(c), as and when such disbursements are required to be made. During the Pre-Closing Period, the Company shall use commercially reasonable efforts to cause each holder of a Company Warrant to execute and deliver an agreement, in whole form reasonably acceptable to Parent, [*] (a “Warrant Termination Agreement”). After the Effective Time, Parent shall, or in partshall cause the Surviving Corporation or the Paying Agent to, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in deliver the amount provided for in Section 2.11(a)(i) to each holder of Company Warrants that has executed a Warrant Termination Agreement. Subject to a Company Warrant holder’s first executing a Warrant Termination Agreement, (1) the Repayable Amount Stockholders’ Agent shall cause the Escrow Agent to deliver to such Company Warrant holder such Company Warrant holder’s applicable Pro Rata Portion of any Stockholders’ Agent’s Fund Distribution to be distributed as provided in Section 2.6(c) and (2) Parent and the Initial Loan then outstanding against Stockholders’ Agent shall cause the relevant obligation Escrow Agent to deliver to such Company Warrant holder such Company Warrant holder’s applicable Pro Rata Portion of any distribution to be made to Company Securityholders from the Borrower to repay such Repayable Amount to the Lender. In this Escrow Fund (in each case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever solely with respect to the other Party Merger Consideration payable in respect of the performance of the relevant obligationCompany Warrants). (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration The Company shall take such steps as -------- it deems appropriate to extinguish or redeem the Merger Warrants prior to Closing or to cause the Merger Warrants to be exercisable at and after the Closing only for cash in an amount equal to the amount which such holder would have been entitled to receive upon or as a result of the Lender providing the Loan on the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance Merger had such warrant been exercised immediately prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the WarrantsEffective Time. (b) To As soon as reasonably practicable after the extent date hereof, the relevant amount Company shall cause the warrant agent under the Warrant Agreement dated November 6, 1991 to deliver an effective notice of redemption to each holder of Restructure Warrants which notice shall contemplate the redemption by the Company of all of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationRestructure Warrants. (c) Clause 10(bThe Company shall provide to Purchaser (i) a copy of each notice to be delivered to any warrant agent of the Company or to any holder of Merger Warrants or Restructure Warrants two days prior to such delivery and (ii) a copy of any written correspondence received from any holder of Merger Warrants or Restructure Warrants within two days after such receipt. (d) From and after the Effective Time until December 31, 2001, the Shareholder shall indemnify the Surviving Corporation from and against any and all Warrant Losses. "Warrant Losses" shall mean any amounts required to be paid -------------- by the Surviving Corporation (including all legal, accounting and other fees) (i) in excess of the per warrant redemption amount set forth in the notice delivered to such holder pursuant to Section 4.5 of the Warrant Agreement dated November 6, 1991, in connection with the Restructure Warrants, and (ii) in excess of the spread on the Merger Warrants, which spread shall be without prejudice valued as the difference between the cash that a holder of the Merger Warrants would have been entitled to receive in the Merger had such Merger Warrants been exercised immediately prior to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of Effective Time minus the exercise price due for of such Merger Warrants, in connection with the relevant Shares, without exercising its right Merger Warrants. Any such indemnity shall be paid to set offthe Surviving Corporation in cash within 30 days after receipt of notice from the Surviving Corporation (with supporting documentation) that it has suffered a Warrant Loss.

Warrants. (a) In consideration The form of the Lender providing certificate representing Warrants (and the Loan form of election to purchase shares of Common Stock upon the exercise of Warrants and the form of assignment period on the reverse thereof) shall be substantially as set forth in Exhibit "A" to the Warrant Agreement. Each Warrant issuable upon exercise of the Representative's Warrants shall evidence the right to initially purchase one fully paid and non-assessable share of Common Stock at an initial purchase price of $_____ per share commencing on the Initial Exercise Date and ending at 5:00 p.m. New York time on the Warrant Expiration Date at which time the Warrant shall expire. The exercise price of the Warrants and the number of shares of Common Stock issuable upon the exercise of the Warrants are subject to adjustment, whether or not the Representative's Warrants have been exercised and the Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 8 of the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Warrants underlying the Representative's Warrants, each registered holder of such Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Warrant Agreement), free and clear of all preemptive rights of stockholders, provided that such registered holder complies with the terms governing exercise of the Warrants set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of this the Warrant Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance . Upon exercise of the Warrants) on , the following key terms: (i) Company shall forthwith issue to the registered holder of any such Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein, the Warrants issued underlying the Representative's Warrants shall not exceed 15% be governed in all respects by the terms of the Warrant Agreement. The Warrants shall be transferable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Warrant Certificate shall be issued promptly to the transferee. The Company covenants to, and outstanding common stock agrees with, the Holder(s) that without the prior written consent of the Borrower; and (ii) Holder(s), the exercise price for Warrant Agreement will not be modified, amended, cancelled, altered or superseded, and that the Company will send to each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) Holder, irrespective of whether or not the Warrants may have been exercised, any and all notices required by the Warrant Agreement to be exercisable, in whole or in part, at any time during the term sent to holders of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In As consideration for the Fourth Amendment and in lieu of any Warrants that the Borrower may be or become obligated to issue to the Banks pursuant to the Third Amendment, the Borrower hereby agrees to issue to each of the Lender providing Banks a warrant to purchase common stock of the Borrower in the form attached hereto as EXHIBIT I (each a "WARRANT"), exercisable for the number of Warrant Shares (as defined in the Warrant) equal to such Bank's PRO RATA share (in accordance with such Bank's Commitment Percentage of the Total Facility Commitment) of the number of Warrant Shares that would equal 3% of the outstanding shares of the Borrower's common stock on the date of the Fourth Amendment (assuming issuance of all shares of common stock issuable upon exercise of all outstanding options, warrants and other rights and upon conversion of all outstanding convertible securities). As consideration for the Fourth Amendment, the Borrower also agrees that on December 31, 2000, in the event that the Total Facility Commitment is not permanently reduced to $32,000,000, the Borrower shall automatically issue to each of the Banks a warrant to purchase common stock of the Borrower in the form attached hereto as EXHIBIT I (each a "WARRANT"), exercisable for the number of Warrant Shares (as defined in the Warrant) equal to such Bank's PRO RATA share (in accordance with such Bank's Commitment Percentage of the Total Facility Commitment) of the number of Warrant Shares that, when combined with the cumulative number of Warrant Shares for which all Warrants theretofore issued to the Banks would be exercisable, would equal 4% of the outstanding shares of the Borrower's common stock on such date (assuming issuance of all shares of common stock issuable upon exercise of all outstanding options, warrants and other rights and upon conversion of all outstanding convertible securities). For purposes of determining whether the Total Facility Commitment has been permanently reduced to $32,000,000, amounts in respect of Amendment Fee or Overadvance Fees paid from proceeds of an Asset Sale (including without limitation a capitalization event) in advance of the scheduled installment payment date or Revolving Credit or Acquisition Loan on Maturity Date, as applicable, shall be deemed to have been applied to permanently reduce the Total Facility Commitment. The Banks shall have the registration rights with respect to the Warrant Shares as set forth in the Registration Rights Agreement among the Borrower and the Banks. The Borrower shall use its commercially reasonable efforts to have the Securities and Exchange Commission declare the registration statement with respect to the Warrants effective as soon as possible after the date of the Fourth Amendment, including filing all amendments necessary to reflect changes in the Borrower's circumstances and the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on . Assuming it has used its commercially reasonable efforts and continues to do so, the following key terms: (i) the Warrants issued failure of such registration statement to become effective shall not exceed 15% constitute a Default or Event of Default under the issued and outstanding common stock Credit Agreement or this Fourth Amendment. The Borrower will at all times maintain sufficient authorized but unissued shares of the Borrower; and (ii) the Common Stock reserved for issuance upon exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To . On the extent the relevant amount date of issuance of each of the Repayable Amount of Warrants, each such Warrant shall have been duly and validly issued to the Initial Loan was not (i) repaid respective Bank. The Warrant Shares will be duly and validly issued, fully paid and nonassessable upon issuance by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount payment of the exercise price due for therefor (or conversion thereof) in accordance with the relevant provisions of the Warrants. Upon exercise of the Warrants, and the delivery by the Borrower of stock certificates representing Warrant Shares, without exercising its right all in accordance with the terms of the Warrants, lawful and valid title to set offeach of such Warrant Shares will be conveyed to and vested in the Banks, free and clear of all restrictions and other liens and encumbrances, except the agreements, restrictions and other liens and encumbrances (if any) imposed by the Third Amendment, the Fourth Amendment, the Warrants and applicable law.

Warrants. (a) In consideration The form of the Lender providing certificate representing the Loan Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Warrants and the form of assignment printed on the terms reverse thereof) shall be substantially as set forth in Exhibit "A" to the Warrant Agreement dated as of this Agreementthe date hereof by and among the Company, the Borrower shall, Representative and [American Stock Transfer & Trust Company,] as soon as practicable as determined at warrant agent (the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction "Warrant Agreement"). Each Warrant issuable upon exercise of the Lender, common stock Representative's Warrants shall evidence the right to initially purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance a fully paid and non-assessable share of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15Common Stock at an initial purchase price of $____ [150% of the issued and outstanding common stock initial public offering price per share of Common Stock] from _________, 1998 [one year from the Closing Date of the Borrower; and (ii) Registration Statement] until 5:30 p.m. New York time on _____________, 2002 [5 years from the Closing Date of the Registration Statement] at which time the Warrants, unless the exercise period has been extended, shall expire. The exercise price for each relevant Warrant Share shall be Conversion Price of the Warrants and otherwise the number of shares of Common Stock issuable upon the exercise of the Warrants are subject to clause 10(b); and (iii) adjustment, whether or not the Representative's Warrants have been exercised and the Warrants may be exercisablehave been issued, in whole the manner and upon the occurrence of the events set forth in Section 8 of the Warrant Agreement, which is hereby incorporated by reference and made a part hereof as if set forth in its entirety herein. The Company covenants to, and agrees with, the Holder(s) that without the prior written consent of the Holder(s), which will not be unreasonably withheld, the Warrant Agreement will not be modified, amended, canceled, altered or in partsuperseded, at and that the Company will send to each Holder, irrespective of whether or not the Representative's Warrants have been exercised, any time during and all notices required by the term of this Warrant Agreement commencing on the issuance date to be sent to holders of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration of the Lender providing the Loan on the terms of this Agreement, the Borrower shall, as soon as practicable as determined The Company may elect at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, end of each quarter to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) pay up to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 1550% of the issued and outstanding common increased salary through issuance of "Warrants" to purchase the stock of the Borrower; and (ii) Company at a price equal to 50% of the exercise average bid price for each relevant the Company's stock for the calendar quarter for which such increased salary is payable (the "Warrant Share shall be Conversion Price and otherwise subject to clause 10(bPrice"); and (iii) . At the Warrants option of the Executive, payment may be exercisablemade by the Executive for exercise of the warrants to purchase shares of the Company granted hereunder, in whole or in part, in the form of a promissory note executed by Executive secured only by a pledge of the shares purchased, which promissory note will accrue interest for any quarter at any time during the term of this Agreement commencing prime rate in effect on the issuance last day of the quarter at Chase Manhattan Bank, with interest and principal payable in a balloon payment five years after the date of execution of the note. If the Company elects to pay the Executive a portion of any increased salary in the form of Warrants. (b) To , the extent number of Warrants issued shall be equal to the relevant amount of the Repayable Amount increased salary to be paid by the issuance of Warrants, divided by the Warrant Price. If the per share Warrant Price is less than the par value of the Initial Loan was not common stock the amount of the difference between the numbers is referred to hereinafter as the "Stock Spread". If in such case the Executive exercises Warrants and thereby purchases the stock, then at the option of the Executive, the Company shall either: (i) repaid declare such Stock Spread multiplied by the Borrower and/or number of shares purchased (the "Warrant Spread") to be additional compensation paid to the Executive; or (ii) converted into Shares, allow the Lender shall have Executive to issue a right nonrecourse note to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) Company in the amount of the Repayable Amount Warrant Spread (the "Note"), which Note shall accrue interest at the prime rate, be secured only by the stock received by the Executive and become due and payable upon the earlier of sale of the Initial Loan then outstanding against stock acquired by the relevant obligation exercise of the Borrower Warrant or the termination of the Executive's employment hereunder. The Executive may elect to repay finance the Warrant Spread partly under 5(d)(i) and partly under 5(d)(ii) above, and may elect to convert any portion of the financing provided under alternative 5(d)(ii) above and the accrued interest on the Note, into compensation under 5(d)(i) above at any time after the initial election by the Executive. If the Company elects to pay Executive through the issuance of warrants, then, at the option of the Executive, such Repayable Amount warrants shall be paid in whole or in part to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationExecutive's Wage Compensation Irrevocable Trust. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration of On the Lender providing the Loan on the terms of this AgreementClosing Date, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) shall issue and deliver, to the satisfaction Lenders, based on such Lenders’ Pro Rata Share, the Warrants to purchase 8,280,000 shares of Common Stock, at an exercise price of $6.88 per share (each as subject to any adjustments provided for therein), with an expiration date of April 22, 2029, each substantially in the Lender, common stock purchase warrants (form of Exhibit O attached hereto. The Warrants issued pursuant to this Section 2.20 shall be allocated on the “Warrants”) Closing Date to the Lender (or the Transferee Lenders as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) set forth on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants.Appendix A. (b) To Any Lender may, at such Lender’s sole option, in accordance with Section 3(a)(iii) of the extent applicable Warrant, pay all or any portion of the relevant Exercise Price (as defined in the applicable Warrant) by reducing the principal amount of such Lender’s Term Loans in an amount equal to such Exercise Price (a “Loan Exchange Exercise”); provided that such Lender shall provide written notice to the Repayable Amount Administrative Agent within one (1) Business Day after such Loan Exchange Exercise (upon which notice the Administrative Agent may conclusively rely without independent inquiry) (a “Loan Exchange Exercise Notice”). In connection with any such Loan Exchange Exercise, interest shall cease to accrue on such Term Loans for any day after the date such Exercise Price has been paid and Common Stock has been issued to such Lender for the portion of such Warrant that was exercised, and the accrued and unpaid interest on such Term Loans shall be paid by the Borrower in cash on the next succeeding Interest Payment Date. For the avoidance of doubt, any Loan Exchange Exercise shall be subject to the payment by the Borrower of the Initial Exit Fee to the Administrative Agent for the benefit of such Lender on the date of the Loan was not Exchange Exercise. Each Loan Exchange Exercise Notice shall (i) repaid specify the principal amount of such Lender’s Term Loans which has been reduced as a result of the Loan Exchange Exercise and the effective date of such reduction, (ii) state that the Administrative Agent is authorized and directed by such Lender to make such reduction in the Register, and (iii) state that all accrued and unpaid interest on such reduced portion of the Term Loans, up to the effective date of such reduction, is due and payable in cash by the Borrower and/or (ii) converted into Shares, on the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationnext succeeding Interest Payment Date. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration As of the Lender providing the Loan on the terms of this AgreementClosing Date, the Borrower shall, Sellers will hold warrants exercisable for shares as soon as practicable as determined at the Lender’s sole discretion (but set forth in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants Schedule 2 hereto (the “Warrants”). Each of the Sellers, severally and not jointly, hereby undertakes to provide the Purchaser with a seven (7) days first refusal notice prior to the date of exercise of a Warrant or the transfer of a warrant to any non-Affiliate Transferee (the “Transaction Date”) in accordance with the Offer Procedure set forth below, under which the Purchaser shall be entitled to purchase such Warrants at the then current value Black-Scholes Value of the Warrants to be exercised or transferred (the “Warrant Purchase Price”). The purchase of Warrants shall be offered to the Purchaser in accordance with the following Offer Procedure: At least seven (7) days prior to the Transaction Date, the Seller shall send a written notice (the “Notice”) to the Lender Purchaser, at its address listed in Section 8.3 below (or the Transferee any other address as designated shall be advised in writing by the Lender by notice Purchaser to the Borrower Seller) of its intent to exercise or transfer the Warrant(s), the intended Transaction Date, the number of warrant shares into which such Warrant(s) is(are) exercisable (if applicable) and the Black-Scholes Value of each Warrant (along side the formula resulted in such value). The Purchaser shall, within up to four (4) days from receipt of such Notice, advise the Seller in writing (including of its intent to purchase any or all such Warrant(s); provided, however, that if no notice is received by emailthe Sellers upon the expiration of such four-day period, the Purchaser shall be deemed to have rejected the offer to purchase the Warrant(s) reasonably in advance accordance with this Section 5.1. Provided further, that in no event shall any Seller be obligated to exercise or transfer any Warrant following the sending of the Notice, however, in the event that the Warrant is not exercised or transferred until the date set forth in the Notice, the Seller shall be required to comply with the Offer Procedure prior to the issuance exercise or transfer of such Warrant. In the event that the Purchaser shall choose to exercise his right to purchase the Warrants as set forth in this Section 5.1, the closing of the sale and purchase of the Warrants) , shall be held on the following key termsTransaction Date, or any other date agreed to by the Purchaser and the Seller(s) holding the Warrant(s), as follows: (i) The Seller(s) shall deliver or cause to be delivered to an escrow agent appointed by the Warrants issued shall not exceed 15% parties (the “Warrant Escrow Agent”): (A) original certificates and instruments evidencing the Warrant(s), and (B) instruments of sale, transfer, conveyance and assignment of the issued Warrant(s) in form of Exhibit E hereto (the items mentioned in sub-clauses (A) and outstanding common stock of (B) shall be referred to collectively as the Borrower; and“Warrant Conveyance Documents”). (ii) the exercise price for each relevant Purchaser shall deliver to Warrant Share shall Escrow Agent an amount equal to the Black-Scholes Value multiplied by the number of Warrant Shares represented by the sold Warrants (the “Aggregate Warrant Price”) by wire transfer of immediately available funds to the account of the Warrant Escrow Agent set forth in the escrow agreement to be Conversion Price entered into by the seller(s) of the Warrant(s), the Purchaser and otherwise subject the Warrant Escrow Agent (the “Warrant Escrow Agreement”) or to clause 10(b); andsuch other account as specified in writing by the Warrant Escrow Agent and the details of which are received by the Purchaser no later than 2 Business Days prior to the Closing. (iii) Subject to the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date terms and provisions of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into SharesWarrant Escrow Agreement, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), andEscrow Agent shall: (iA) release the relevant obligation Warrant Conveyance Documents to the Purchaser upon receipt of each Party shall be deemed fully performed and discharged; the Aggregate Warrant Purchase Price, and (iiB) no Party shall have any claims whatsoever distribute to the other Party in respect each Seller its respective share of the performance Aggregate Warrant Purchase Price as shall be set forth in Warrant Escrow Agreement. The obligations of the relevant obligation. (c) Clause 10(b) shall be without prejudice Seller to comply with the LenderOffer Procedure and the Purchaser’s right to pay (or procuring its Paying Agent purchase Warrants in accordance with the provisions of this Section 5.1 shall terminate and be of no further force and effect in the event that this Agreement terminates due to pay) to breach by the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set offPurchaser.

Warrants. (a) In consideration This certifies that or registered assigns is the registered owner of the Lender providing above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable —, subject to the Loan registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time , on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of Arena Pharmaceuticals, Inc. (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the terms following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the Borrower shall, as soon as practicable as determined principal amount of Warrant Debt Securities stated in the Warrant Certificate at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants warrant price (the “WarrantsWarrant Price”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock principal amount thereof [plus accrued amortization, if any, of the Borrower; and original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount (ii) the exercise price $ for each relevant $1,000 principal amount of Warrant Share shall Debt Securities) will be Conversion amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and otherwise by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to conditions set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) forth herein and in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations Warrant Agreement (as set out in this clause 10(bhereinafter defined), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (ai) In consideration of As soon as practicable following the Lender providing the Loan on the terms date of this Agreement, the Borrower shallCompany shall adopt such resolutions, obtain such consent, and take such other actions as are required to adjust the terms of all outstanding warrants to purchase shares of Company Common Stock ("Common Stock Warrants") as is necessary to provide: (A) that the holder of each Common Stock Warrant outstanding immediately prior to the Effective Time shall receive in settlement thereof, for each share of Company Common Stock subject to such Common Stock Warrant, an amount in cash from Buyer equal to the Per Share Merger Consideration, minus the per share exercise or purchase price of such Common Stock Warrant as of the date hereof, and subject to the Per Share Escrow Amount to be withheld (which will be withheld by Buyer from the payment to be made to such holder pursuant to this Section 6.7(b)(i) and deposited with the Escrow Agent by Buyer at the Closing in accordance with Section 3.3)); and (B) that, at the Effective Time, all outstanding Common Stock Warrants shall immediately terminate, and there shall be substituted therefor the right to receive cash from Buyer in accordance with the terms of this Section 6.7(b)(i), and neither the Surviving Company nor Buyer shall have any further obligation with respect thereto other than as expressly provided in this Section 6.7(b)(i); provided, however, that all amounts payable pursuant to this Section 6.7(b)(i) shall be subject to any required tax withholding. Payment of the amount determined pursuant to this Section 6.7(b)(i) with respect to each Common Stock Warrant outstanding immediately prior to the Effective Time shall be made as soon as reasonably practicable as determined at the Lender’s sole discretion (but in no event later than five business days) after the Effective Time. Buyer and such Escrow Agent shall be entitled to deduct and withhold from any casepayment contemplated by this Section 6.7(b)(i) such amounts, not earlier than the first Initial Loan Disbursement Date) issue if any, as may be required to be deducted and deliver, withheld with respect to the satisfaction making of such payment under the Code or any other applicable Legal Requirement. To the extent that any amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower Common Stock Warrant in writing (including by email) reasonably in advance prior to the issuance respect of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued which such deduction and outstanding common stock of the Borrower; andwithholding was made. (ii) As soon as practicable following the date of this Agreement, the Company shall adopt such resolutions, obtain such consent, and take such other actions as are required to adjust the terms of all outstanding warrants to purchase shares of Company Preferred Stock ("Preferred Stock Warrants") as is necessary to provide: (A) that the holder of each Preferred Stock Warrant outstanding immediately prior to the Effective Time (to the extent the respective exercise price of such Preferred Stock Warrant is less than the Per Share Merger Consideration (taking into account the conversion to Company Common Stock of the Company Preferred Stock issuable upon the exercise price of the Preferred Stock Warrants)) shall receive in settlement thereof, for each relevant share of Company Preferred Stock subject to such Preferred Stock Warrant, an amount in cash from Buyer equal to the difference between (1) the product of (x) the Per Share Merger Consideration and (y) the number of shares of Company Common Stock that each share of the Company Preferred Stock (for which such Preferred Stock Warrant is then exercisable) is then convertible into, minus (2) the per share exercise or purchase price of such Preferred Stock Warrant as of the date hereof, and subject to the Per Share Escrow Amount to be withheld (which will be withheld by Buyer from the payment to be made to such holder pursuant to this Section 6.7(b)(ii) and deposited with the Escrow Agent by Buyer at the Closing in accordance with Section 3.3)); and (B) that, at the Effective Time, all outstanding Preferred Stock Warrants shall immediately terminate, and there shall be Conversion Price substituted therefor the right to receive cash from Buyer in accordance with the terms of this Section 6.7(b)(ii), and otherwise neither the Surviving Company nor Buyer shall have any further obligation with respect thereto other than as expressly provided in this Section 6.7(b)(ii); provided, however, that all amounts payable pursuant to this Section 6.7(b)(ii) shall be subject to clause 10(b); and any required tax withholding. Payment of the amount determined pursuant to this Section 6.7(b)(ii) with respect to each Preferred Stock Warrant outstanding immediately prior to the Effective Time shall be made as soon as reasonably practicable (iiibut in no event later than five business days) after the Warrants Effective Time. Buyer and such Escrow Agent shall be entitled to deduct and withhold from any payment contemplated by this Section 6.7(b)(ii) such amounts, if any, as may be exercisablerequired to be deducted and withheld with respect to the making of such payment under the Code or any other applicable Legal Requirement. To the extent that any amounts are so withheld, in whole or in part, at any time during the term such withheld amounts shall be treated for all purposes of this Agreement commencing on as having been paid to the issuance date holder of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party Common Stock Warrant in respect of the performance of the relevant obligationwhich such deduction and withholding was made. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration The form of the Lender providing certificate representing Warrants (and the Loan form of election to purchase shares of Common Stock upon the exercise of Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in Exhibit "A" to the Warrant Agreement. Each Warrant issuable upon exercise of the Representative Warrants shall evidence the right to initially purchase one fully paid and non-assessable share of Common Stock at an initial purchase price of $[____] per share commencing on the Initial Exercise Date and ending at 5:00 p.m. New York time on the Warrant Expiration Date at which time the Warrants shall expire. The exercise price of the Warrants and the number of shares of Common Stock issuable upon the exercise of the Warrants are subject to adjustment, whether or not the Representative Warrants have been exercised and the Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 8 of the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Warrants underlying the Representative Warrants, each registered holder of such Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Warrant Agreement), free and clear of all preemptive rights of stockholders, provided that such registered holder complies with the terms governing exercise of the Warrants set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of this the Warrant Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance . Upon exercise of the Warrants) on , the following key terms: (i) Company shall forthwith issue to the registered holder of any such Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein, the Warrants issued underlying the Representative Warrants shall not exceed 15% be governed in all respects by the terms of the Warrant Agreement. The Warrants shall be transferable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Warrant Certificate shall be issued promptly to the transferee. The Company covenants to, and outstanding common stock agrees with, the Holder(s) that without the prior written consent of the Borrower; and (ii) Holder(s), the exercise price for Warrant Agreement will not be modified, amended, cancelled, altered or superseded, and that the Company will send to each relevant Holder, irrespective of whether or not the Representative Warrants have been exercised, any and all notices required by the Warrant Share shall Agreement to be Conversion Price and otherwise subject sent to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term holders of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. Upon signing this Agreement at the Effective Date, the Company shall simultaneously issue to the Lender at the Effective Date, a warrant in substantially the form annexed hereto as Exhibit B (athe “Warrant”) In consideration to purchase an aggregate of 200,000 shares of Common Stock (the “Warrant Shares”) at an exercise price of $4.00 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 common shares are registered by the Company in an effective registration statement as set forth in Section 6, and such registration statement stays effective, in which event the Warrants shall be exercisable only on a cash basis. The Warrants shall have Down Round Protection meaning that prior to exercise, if at any 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 Lender providing Purchase Rights. For purposes of clarification, if the Loan on Company sells Common Stock at $1.50 per share at any time after the terms date hereof but prior to exercise, then the Exercise Price of this AgreementLender’s Warrant Shares would be adjusted to $1.50. Notwithstanding, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but Exercise Price may not exceed $4.00 per share in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the . The issuance of Purchase Rights shall not constitute a Down Round for purposes of this Agreement in the Warrants) on the following key terms: event of: (i) the Warrants exercise or issuance of stock options or the conversion of convertible securities in each case issued shall not exceed 15% to employees and directors of the issued and outstanding common Company pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (ii) a dividend or distribution payable to holders of capital stock of the BorrowerCompany; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) a subdivision (by stock split, recapitalization or otherwise) of outstanding shares of the Warrants may be exercisable, in whole or in part, at any time during the term Company into a greater number of this Agreement commencing on shares; (iv) the issuance date of shares pursuant to a currently outstanding security; or (v) the issuance of shares in an acquisition approved by a majority of the Warrants. (b) To the extent the relevant amount disinterested directors. Each of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party these events shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationan “Exempt Issuance”. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. At the Effective Time, each outstanding warrant to -------- purchase Company Stock (aeach, a "Warrant" and collectively the "Warrants") In consideration shall, by virtue of the Lender providing Merger and without any further action on the Loan on part of the Company or the holder of any of Warrants (unless further action may be required by the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants), 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 (A) on each such Warrant shall be exercisable for that whole number of shares of Parent Common Stock (rounded down to the following key terms: 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 (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (iiB) the exercise price for each relevant Warrant Share per share of Parent Common Stock shall be Conversion Price and otherwise equal to (x) the aggregate exercise price for the Company Stock subject to clause 10(b); and such Warrant in effect immediately prior to the Effective Time divided by (iiiy) the Warrants may be exercisablenumber 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 whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay warrant agreement underlying the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to refer to Parent. Parent further agrees that if required under the other Party in respect terms of the performance Warrants it will execute a supplemental agreement with the holders of the relevant obligation. (c) Clause 10(bWarrants 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 without prejudice referred to in 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 Lender’s right to pay (or procuring its Paying Agent to pay) holder of such Warrant executing and delivering to the Borrower any amount 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 exercise price due for the relevant Shares, without exercising its right to set offHolders under Article XI hereof.

Warrants. (a) In consideration This certifies that or registered assigns is the registered owner of the Lender providing above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable —, subject to the Loan registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of Trius Therapeutics, Inc. (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the terms following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the Borrower shall, as soon as practicable as determined principal amount of Warrant Debt Securities stated in the Warrant Certificate at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants warrant price (the “WarrantsWarrant Price”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock principal amount thereof [plus accrued amortization, if any, of the Borrower; and original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount (ii) the exercise price $ for each relevant $1,000 principal amount of Warrant Share shall Debt Securities) will be Conversion amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and otherwise by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to conditions set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) forth herein and in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations Warrant Agreement (as set out in this clause 10(bhereinafter defined), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration 15.1 The issue of Warrants and subscription rights and all matters related thereto specified in this Clause 15 shall be subject to all applicable laws, rules and regulations in force in India at the Lender providing the Loan on the terms date of signing of this Agreement. 15.2 Conditional upon SARF or the Sponsor (as the case may be) subscribing and paying in full for the number of Shares set out opposite their respective names in Clause 4.1, and the Company obtaining necessary approvals for the issue of Warrants, the Borrower shall, Company hereby agrees and undertakes to issue Warrants to SARF and the Sponsor as soon as practicable as determined at set out in Clause 15-.3 below ("Warrants"). Each Warrant shall entitle the Lender’s sole discretion registered holder thereof a right to subscribe (but the "Subscription Right(s)") for one fully paid Share in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction capital of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, Company at any time during the Warrant Exercise Period or as provided in Clause 15.2.2. for the Warrant Exercise Price on the following conditions (and those conditions endorsed on the Warrant Certificate substantially in the form set out in Schedule 9) (together the "Conditions"): 15.2.1 The Warrant exercise price (the "Warrant Exercise Price") per Share will be calculated by applying, at the "Warrant Exercise Date" (hereinafter defined), a multiple of eight to the fully diluted earnings per Share calculated using the latest annual audited accounts of the Company. The term "fully diluted" shall for the purposes of this Agreement commencing on Clause mean that the issuance date number of Shares used to calculate the Warrants. earnings per Share will be the number of Shares that would be in issue if all the warrants and options (bfor the avoidance of doubt, this will include all Employee and Management Share Option Schemes) To in issue at the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) Warrant Exercise Date were converted into Shares, the Lender shall have subject to a right to set off the Lender’s obligation to pay the Warrants exercise minimum price set out in clause 10(a)(ii) in the amount of the Repayable Amount higher of (a) 66% of the Initial Loan then outstanding against fair market value of a Share on the relevant obligation Warrant Exercise Date, fair market value being arrived at by taking the mean price per Share determined by three reputable merchant banks acceptable to the Shareholders at that time ("Fair Market Value") and (b) the par value of Shares subscribed. If the Shareholders cannot agree on three reputable merchant banks, the President for the time-being of the Borrower to repay International ▇▇▇▇▇▇▇▇ of Commerce, India will select and appoint such Repayable Amount to remaining reputable Merchant Bankers as may be required, at the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation request of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of parties hereto and any costs associated therewith will be payable by the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.Company;

Warrants. (a) In consideration of The Company shall issue Put Warrants to the Lender providing Warrant Recipients in the Loan amounts designated on the terms Schedule B hereto and as described in Section 6 of this Subscription Agreement, . The Put Warrants will be in the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue form of Exhibit D hereto. The Put Warrants will be exercisable immediately upon issuance and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrantsfive years thereafter. (b) To In the extent event [for any reason except for Subscriber's unwillingness to purchase greater amounts of Put Notes because of the relevant beneficial ownership limitations of Section 11.2(e)(i)] Puts in the aggregate amount of the Repayable Amount at least $5,000,000 of the Put Note Purchase Prices set forth on the signature pages to the Subscription Agreement entered into in connection with the Initial Loan was Offering ("Initial Put Amount") has not been exercised as of the first anniversary of the Effective Date, then the Company will issue Put Warrants to the Warrant Recipients in an amount determined by: subtracting the actual amount of Put Note Principal for which Put Notices have been validly given from the Initial Put Amount (ithe result being the "Unexercised Put") repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right and issuing Put Warrants to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in purchase the amount of Common Shares which would have been issued to the Repayable Amount Subscriber had the Unexercised Put been exercised, the corresponding Put Notes issued, and such Put Notes converted as of the Initial Loan then outstanding against the relevant obligation first anniversary of the Borrower to repay Closing Date with such Repayable Amount to date being the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation Conversion Date of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationsuch Put Notes. (c) Clause 10(bIn the event [for any reason except for Subscriber's unwillingness to purchase greater amounts of Put Notes because of the beneficial ownership limitations of Section 11.2(e)(i)] Puts in the aggregate amount of at least $10,000,000 of the Put Note Purchase Prices set forth on the signature pages to the Subscription Agreement entered into in connection with the Initial Offering ("Interim Put Amount") has not been exercised as of the second anniversary of the Effective Date, then the Company will issue Put Warrants to the Warrant Recipients in an amount determined by: subtracting the actual amount of Put Note Principal for which Put Notices have been validly given from the Interim Put Amount (the result being the "Interim Unexercised Put") and issuing Put Warrants to purchase the amount of Common Shares which would have been issued to the Subscriber had the Interim Unexercised Put been exercised, the corresponding Put Notes issued, and such Put Notes converted as of the second anniversary of the Closing Date with such being the Conversion Date of such Put Notes. (d) In the event [for any reason except for Subscriber's unwillingness to purchase greater amounts of Put Notes because of the beneficial ownership limitations of Section 11.2(e)(i)] Puts in the aggregate amount of $15,000,000 of the Put Note Purchase Prices set forth on the signature pages to the Subscription Agreement entered into in connection with the Initial Offering ("Final Put Amount") has not been exercised as of the third anniversary of the Effective Date, then the Company will issue Put Warrants to the Warrant Recipients in an amount determined by: subtracting the actual amount of Put Note Principal for which Put Notices have been validly given and the amount of Put Note Principal deemed converted pursuant to Sections 11.4(b) and (c) above from the Final Put Amount (the result being the "Final Unexercised Put") and issuing Put Warrants to purchase the amount of Common Shares which would have been issued to the Subscriber had the Final Unexercised Put been exercised, the corresponding Put Notes issued, such Put Notes converted as of the third anniversary of the Closing Date with such date being the Conversion Date of such Put Notes. (f) In the event the Company has properly given a Put Notice and the Subscriber has wrongfully failed to comply with the Put Notice then Put Warrants will not be issuable in connection with such defaulted amounts. (g) Failure to timely pay Finder's Fees, legal fees or deliver any Warrants issuable in connection with the Initial Offering and Put shall be without prejudice to deemed an Event of Default under the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount Note and a material breach of the exercise price due Company's obligations hereunder, for the relevant Shares, without exercising its right which no notice to set offcure is required.

Warrants. (ai) In consideration Each Shareholder Warrant issued and outstanding immediately prior to the Effective Time (other than any Shareholder Warrant which is held in the treasury of the Lender providing Company or by any wholly owned Subsidiary of the Loan Company and any Shareholder Warrant owned by Parent or any wholly owned Subsidiary of Parent (including Sub), all of which shall cease to be outstanding and be canceled and retired and none of which shall receive any payment with respect thereto) shall, by virtue of the Merger and without any action on the part of the holder thereof, no longer be exercisable into the right to receive Shares, but shall become exercisable, in accordance with Section 9.4 of the Shareholder Warrant Agreement, into the right to receive from the Surviving Corporation an amount in cash, without interest, equal to the Common Stock Merger Consideration upon exercise of the Shareholder Warrant and payment by the holder of the exercise price as provided in the Shareholder Warrant Agreement. The Surviving Corporation shall execute with the Warrant Agent of the Shareholder Warrant Agreement an agreement setting forth the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: clause (i) the Warrants issued shall not exceed 15% pursuant to Section 9.4 of the issued and outstanding common stock of the Borrower; andShareholder Warrant Agreement. (ii) Each Representative Warrant issued and outstanding immediately prior to the Effective Time (other than any Representative Warrant which is held in the treasury of the Company or by any wholly owned Subsidiary of the Company and any Representative Warrant owned by Parent or any wholly owned Subsidiary of Parent (including Sub), all of which shall cease to be outstanding and be canceled and retired and none of which shall receive any payment with respect thereto) shall, by virtue of the Merger and without any action on the part of the holder thereof, no longer be exercisable into the right to receive Shares or Shareholder Warrants, but shall become exercisable, in accordance with Section (g)(B) of the Representative Warrant Agreement, into the right to receive from the Surviving Corporation (A) for each Share underlying the Representative Warrant, an amount in cash, without interest, equal to the Common Stock Merger Consideration upon exercise of the Representative Warrant and payment by the holder of the exercise price for each relevant Share as provided in the Representative Warrant Share Agreement and (B) for each Shareholder Warrant underlying the Representative Warrant, an amount in cash, without interest, equal to the Shareholder Warrant Consideration upon exercise of the Representative Warrant and payment by the holder of the exercise price for each Shareholder Warrant as provided in the Representative Warrant Agreement. The Surviving Corporation shall cause a statement evidencing the terms of this clause (ii) to be Conversion Price and otherwise subject to clause 10(b); andfiled in accordance with Section (g)(B) of the Representative Warrant Agreement. (iii) If issued and outstanding immediately prior to the Warrants may Effective Time, the Executive Warrant shall, by virtue of the Merger and without any action on the part of the holder thereof, no longer be exercisable into the right to receive Shares, but shall become exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date accordance with Section 13.1(a) of the Warrants. (b) To Executive Warrant Agreement, into the extent right to receive from the relevant Surviving Corporation for each Share underlying the Executive Warrant, an amount in cash, without interest, equal to the Common Stock Merger Consideration upon exercise of the Repayable Amount of the Initial Loan was not (i) repaid Executive Warrant and payment by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount holder of the exercise price due for each Share as provided in the relevant Shares, without exercising its right to set offExecutive Warrant Agreement.

Warrants. (a) In consideration of At the Lender providing Effective Time, each warrant to purchase Common Stock or Company Preferred Stock (each, a “Company Warrant”) that is outstanding immediately prior to the Loan on Effective Time shall be cancelled. Each such Company Warrant that (x) is vested in accordance with the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion applicable warrant agreement (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (whether by its terms or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance accelerated immediately prior to the issuance Effective Time) and (y) has an exercise price per share that is less than either the Per Share Preferred Closing Payment for the applicable series of Company Preferred Stock, in the Warrants) on case of Company Warrants exercisable for shares of Company Preferred Stock, or the following key termsPer Share Common Closing Payment, in the case of Company Warrants exercisable for shares of Common Stock, in each case assuming such Company Warrants had been exercised immediately prior to the Effective Time (each such Company Warrant, an “In-the-Money Company Warrant”), shall be terminated in exchange for the right to receive, with respect to each share of Company Preferred Stock or Common Stock, as applicable, underlying such Company Warrant: (i) (A) with respect to Company Warrants exercisable for Company Preferred Stock, an amount equal to (x) the Warrants issued shall not exceed 15% number of shares of Company Preferred Stock subject to such Company Warrant that are vested immediately prior to the Effective Time, multiplied by (y) the amount by which the Per Share Preferred Closing Payment for the applicable series of Company Preferred Stock exceeds the exercise price per share of the issued applicable series of Company Preferred Stock that is subject to such Company Warrant; and outstanding common stock (B) with respect to Company Warrants exercisable for Common Stock, an amount equal to (x) the number of shares of Common Stock subject to such Company Warrant that are vested immediately prior to the Effective Time, multiplied by (y) the amount by which the Per Share Common Closing Payment exceeds the exercise price per share of Common Stock that is subject to such Company Warrant, in each case payable in cash as provided in Section 2.11; (ii) (A) with respect to Company Warrants that are exercisable for Preferred Stock, an amount equal to the Per Share Preferred Working Capital Payment (if any); and (B) with respect to Company Warrants that are exercisable for Common Stock, an amount equal to the Per Share Common Working Capital Payment (if any); in each case at such time and only to the extent it becomes distributable to the Company Holders pursuant and subject to the provisions of Section 2.17, payable in cash as provided in Section 2.11; (iii) (A) with respect to Company Warrants that are exercisable for Preferred Stock, an amount equal to the Per Share Preferred Escrow Payment (if any); and (B) with respect to Company Warrants that are exercisable for Common Stock, an amount equal to the Per Share Common Escrow Payment (if any); in each case at such time and only to the extent it becomes distributable to the Company Holders, pursuant and subject to the terms and conditions of the BorrowerEscrow Agreement; and (iv) (A) with respect to Company Warrants that are exercisable for Preferred Stock, an amount equal to the Per Share Preferred Reimbursement Payment (if any); and (B) with respect to Company Warrants that are exercisable for Common Stock, an amount equal to the Per Share Common Reimbursement Payment (if any); in each case at such time and only to the extent it becomes distributable to the Company Holders pursuant and subject to the terms and conditions of Section 9.2. (b) At the Effective Time, each Company Warrant that (x) is vested in accordance with the terms of the applicable warrant agreement (whether by its terms or accelerated immediately prior to the Effective Time) and (y) has an exercise price per share that is equal to or greater than the Per Share Preferred Closing Payment for the applicable series of Company Preferred Stock, in the case of Company Warrants exercisable for shares of Company Preferred Stock, or the Per Share Common Closing Payment, in the case of Company Warrants exercisable for shares of Common Stock, in each case assuming such Company Warrants had been exercised immediately prior to the Effective Time (each such Company Warrant, an “Out-of-the-Money Company Warrant”) shall be terminated in exchange for the right to receive, with respect to each share of Company Preferred Stock or Common Stock, as applicable, underlying such Warrant, the same amounts set forth in Section 2.14(a); provided, that: (i) no payment shall be made unless such payment, when aggregated with all prior payments of Merger Consideration distributed to the Company Holders, would have caused such Out-of-the-Money Company Warrant to be an In-the-Money Company Warrant if such payment had been made at Closing; (ii) the exercise price for each relevant applicable to the underlying share of Common Stock or Preferred Stock, as applicable, under such Out-of-the-Money Company Warrant Share shall be Conversion Price and otherwise subject to clause 10(bdeducted from the first payment made under this Section 2.14(b); and (iii) in the Warrants may event that the holder of an Out-of-the-Money Company Warrant is entitled to receive any payment as contemplated by this Section 2.14(b), the Representative shall, prior to the payment of such amount, (x) update the Allocation Certificate to include the amounts payable to the holder of such Out-of-the-Money Company Warrant and to adjust the payments to be exercisablemade to all other Company Holders, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To to the extent the relevant amount of the Repayable Amount of the Initial Loan was not necessary, and (iy) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount deliver joint written instructions with Parent to the Lender. In this case, Escrow Agent to update the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation schedule of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever escrow participants attached to the other Party in respect of the performance of the relevant obligationEscrow Agreement. (c) Clause 10(b) At the Effective Time, each outstanding Company Warrant that is not vested shall be terminated, without prejudice any consideration therefor. (d) The Company agrees that the Company Board shall adopt such resolutions or take such other actions (including obtaining any required consents but not including the payment of any cash or non-cash consideration, without Parent’s prior written consent) as may be required to effect the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount transactions described in this Section 2.14 as of the exercise price due for the relevant SharesEffective Time, including, without exercising its right limitation, providing any required notices to set offholders of all Company Warrants.

Warrants. (a) In consideration of As additional compensation for the Lender providing the Loan on the terms of this Agreementservices performed hereunder, the Borrower shallCompany shall issue to R▇▇▇▇▇ or its designees at each Closing, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “R▇▇▇▇▇ Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance purchase that number of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% shares of the issued and outstanding common stock of the Borrower; Company (“Shares”) equal to 7% of the aggregate number of Shares placed in the applicable Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the applicable Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in such Placement) and , in the 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 in such oversubscription option or greeshoes or warrant (ii) whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the 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 R▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to the Purchasers in the applicable Placement, if any, except that the exercise price for each relevant Warrant Share shall be Conversion Price 125% of the offering price per share and otherwise subject to clause 10(b); and (iii) they shall have an exercise period of five years from issuance except that if the Warrants may be exercisable, in whole or in part, at any time during offering is registered 5 years from the term of this Agreement commencing on the issuance effective date of the Warrants. (b) To shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the extent R▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to R▇▇▇▇▇. If required by FINRA Rule 5110, the relevant amount R▇▇▇▇▇ Warrants shall not be transferable for six months from the date of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Sharesapplicable Placement, and further, the Lender shall have a right to set off number of Shares underlying the Lender’s obligation to pay the R▇▇▇▇▇ Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever reduced if necessary to the other Party in respect of the performance of the relevant obligationcomply with FINRA rules or regulations. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration of Within five (5) Business Days following the Lender providing the Loan on the terms of this AgreementInitial Closing, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) Company shall issue and deliver, deliver warrants to purchase shares of Common Stock to the satisfaction of several Purchasers and the Lender, common stock purchase warrants additional Warrant recipient named on Schedule A hereto (the “WarrantsAdditional Warrant Recipient”), pursuant and subject to the terms and conditions of the Common Stock Purchase Warrant issued by the Company to each Purchaser as of the date hereof and in the form attached hereto as Exhibit B (each, an “Initial Warrant”), with an exercise price per share equal to the Relevant Stock Price (as defined below). The aggregate number of shares of Common Stock to be issuable under the Initial Warrants (the “Initial Warrant Shares”) to the Lender (or the Transferee as designated shall be determined by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) multiplying the Warrants aggregate principal amount of Initial Notes issued shall not exceed 15% of the issued by 0.80 and outstanding common stock of the Borrower; and (ii) dividing such amount by the exercise price for Relevant Stock Price. The respective number of Initial Warrant Shares issuable under the Initial Warrant issued to each relevant Purchaser (each such Purchaser’s “Initial Warrant Share Amount”) shall be Conversion Price determined by (i) multiplying the aggregate principal amount of Initial Notes issued to such Purchaser by the amount set forth opposite such Purchaser’s name on Schedule A hereto (each such Purchaser’s “Coverage Percentage”) and otherwise subject (ii) dividing such amount by the Relevant Stock Price. The number of Initial Warrant Shares issuable under the Initial Warrant issued to clause 10(b); and (iii) the Warrants may Additional Warrant Recipient shall be exercisable, in whole or in part, at any time during determined by dividing the term of this Agreement commencing on warrant value set forth opposite the issuance date name of the WarrantsAdditional Warrant Recipient on Schedule A hereto (the “Warrant Value”) by the Relevant Stock Price. (b) To At the extent Additional Closing, if any, the relevant Company shall issue and deliver to the several Purchasers of Additional Notes (the “Participating Purchasers”) warrants to purchase up to an aggregate number of shares of Common Stock determined by (i) multiplying the aggregate principal amount of Additional Notes issued by 0.80 and (ii) dividing such amount by the Repayable Amount exercise price of the Initial Loan was not Warrants (the “Additional Warrant Shares” and, together with the Initial Warrant Shares, the “Warrant Shares”), pursuant and subject to the terms and conditions of the Common Stock Purchase Warrant issued by the Company to each Participating Purchaser, as of the date of the Additional Closing and in the form attached hereto as Exhibit B (each, an “Additional Warrant”, and together with the Initial Warrants, the “Warrants”), with an exercise price per share equal to the Relevant Stock Price. The respective number of Additional Warrant Shares issuable under the Additional Warrant issued to each Participating Purchaser (each such Purchaser’s “Additional Warrant Amount”) shall be determined by (i) repaid multiplying the aggregate principal amount of Additional Notes issued to such Purchaser by the Borrower and/or such Purchaser’s Coverage Percentage and (ii) converted into Shares, dividing such amount by the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount Relevant Stock Price. If and to the Lender. In this caseextent any Additional Warrant Shares are not allocated to the Participating Purchasers after determining each Participating Purchaser’s Additional Warrant Amount pursuant to the foregoing sentence, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation an Additional Warrant exercisable for such unallocated number of each Party Additional Warrant Shares shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever issued to the other Party in respect of the performance of the relevant obligationAdditional Warrant Recipient. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount For purposes of the exercise price due for the relevant Shares, without exercising its right to set off.this Agreement:

Warrants. (a) In consideration This certifies that or registered assigns is the registered owner of the Lender providing above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable—, subject to the Loan registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of Vical Incorporated (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the terms following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the Borrower shall, as soon as practicable as determined principal amount of Warrant Debt Securities stated in the Warrant Certificate at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants warrant price (the “WarrantsWarrant Price”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock principal amount thereof [plus accrued amortization, if any, of the Borrower; and original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount (ii) the exercise price $ for each relevant $1,000 principal amount of Warrant Share shall Debt Securities) will be Conversion amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and otherwise by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to conditions set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) forth herein and in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations Warrant Agreement (as set out in this clause 10(bhereinafter defined), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. The Company and the Investors shall have executed the Warrants. Drag-Along Rights In the event that the holders of (ai) In consideration a majority of the Lender providing Company's voting capital stock and (ii) a majority of the Loan on the terms of this AgreementSeries A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, voting as a sin class ((i) and (ii) together, the Borrower shall"Selling Holders"), as soon as practicable as determined at determine to accept an offer from any person (other than a Selling Holder or any Affiliate thereof) to purchase all of the Lender’s sole discretion (but in any caseCompany's Common Stock on a fully converted basis, not earlier than the first Initial Loan Disbursement Date) issue and deliverthen each Investor, to the satisfaction extent required by the purchaser, shall sell, and shall cause any Affiliate of it to sell, all shares of Common Stock and other securities convertible into Common Stock (the "Drag-Along Stock") held by it or such Affiliate pursuant to such offer to purchase (the "Drag-Along Sale"). All holders of Drag-Along Stock shall (x) receive the same consideration per share of Drag-Along Stock, shall be subject to the same terms and conditions of sale and shall otherwise be treated equally or, where appropriate, pro rata based upon the number of shares of Drag-Along Stock, as the case may be, held by each holder and (y) execute such documents and take such actions as may be reasonably required by the selling group representative (the "Selling Holders Representative," which initially shall be Sienna Holdings, Inc. until the Investors are notified of the Lendername and address of a successor Selling Holders Representative). Any such sale by any Investor shall be on the same terms and conditions as the proposed Drag-Along Sale by the Selling Holders; provided, common stock purchase warrants however, that each selling stockholder shall contribute pro rata based upon the number of shares being sold by each, a percentage of the total sa proceeds as agreed upon by the holders of a majority of the shares being sold, to an escrow fund to be established by the Selling Holders Representative to serve as the exclusive source of indemnification obligations (other than representations as to unencumbered ownership of and ability to transfer the “Warrants”shares being sold of any other seller in the Drag-Along Sale, which shall be the sole responsibility of each selling stockholder) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) purchaser in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationDrag-Along Sale. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration of the Lender providing the Loan on the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement DateDate in relation to the Initial Loan and not earlier that the first disbursement under the Additional Accordion in relation to any Warrants to be issued as condition to the availability of the Accordion Loan) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed exceed: (A) under Initial Loan, 4.5%; (B) under Accordion, 15% %; and (C) under Additional Accordion, 15%, in each case, of the issued and outstanding common stock of the Borrower; and; (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan or the Additional Accordion was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan or the Additional Accordion Loan (as applicable) then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off. (d) The total number of Shares to be issued in accordance with clause 9 (Conversion) shall not exceed 66,666,667 (sixty six million six hundred sixty six thousand six hundred sixty seven) Shares. Without prejudice to the obligation of the Borrower to repay the Repayable Amount to the Lender, any rights of the Lender to request the issuance of Shares in accordance with clause 9 (Conversion) shall lapse immediately upon the total number of Shares issued to the Lender becoming equal to 66,666,667 (sixty six million six hundred sixty six thousand six hundred sixty seven) Shares.

Warrants. At the Effective Time, to the extent not exercised prior to the Effective Time, each outstanding warrant to purchase shares of Company Common Stock (a “Company Warrant”) set forth in Section 3.5 of the Company Disclosure Letter shall be automatically be converted into a warrant to acquire such number of shares of Pharmaceuticals Common Stock (a “Pharmaceuticals Warrant”) as the holder of such Company Warrants would have been entitled to receive as Merger Shares had such holder exercised such Company Warrant in full immediately prior to the Effective Time at an exercise price per share of Pharmaceuticals Common Stock appropriately adjusted such that the aggregate exercise price for such Pharmaceuticals Warrant shall be the same as it was prior to the Effective Time. At the Effective Time, Pharmaceuticals shall expressly assume the due and punctual observance and performance of each and every covenant contained in, and condition of, the Company Warrants to be performed and observed by the Company and all the obligations and liabilities thereunder. Notwithstanding anything to the contrary contained herein, immediately following the Closing of the Merger, the Original Virium Shareholders’ ownership immediately following the Effective Time of the Merger and immediately prior to the closing of the Equity Financing, shall, as a result of the Merger, equal a total of exactly 9,000,000 shares of Pharmaceuticals Common Stock on a Fully Diluted Basis. Notwithstanding the foregoing, the number of shares acquirable pursuant to, and the exercise price of, the Company Warrants issued in connection with the Bridge Financing (the “Bridge Warrants”) shall not be adjusted in connection with the Merger, and each such Bridge Warrant shall be automatically converted into a warrant to purchase an identical number of shares of Pharmaceuticals Common Stock. (a) In consideration As promptly as practicable after the Effective Time, Pharmaceuticals shall deliver to each holder of a Company Warrant a notice that contains a calculation in reasonable detail and accurately reflects the Lender providing number of shares of Pharmaceuticals Common Stock that each such holder is entitled to receive upon the Loan on exercise of such holder's Company Warrant and the terms applicable adjusted exercise price. Together with such notice, or as part of this Agreementsuch notice, Pharmaceuticals shall deliver a duly executed confirmation that Pharmaceuticals has expressly assumed the due and punctual observance and performance of each and every covenant contained in, and condition of, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue applicable Company Warrant to be performed and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated observed by the Lender by notice to Company and all the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued obligations and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrantsliabilities thereunder. (b) To the extent the relevant amount The number of shares of Pharmaceuticals Common Stock issuable upon exercise of the Repayable Amount Pharmaceuticals Warrants shall be reserved by Pharmaceuticals out of authorized but unissued Pharmaceuticals Common Stock for issuance upon exercise in full of all Pharmaceuticals Warrants after the Effective Time. Notwithstanding the foregoing, upon the expiration of the Initial Loan was not (i) repaid by Pharmaceuticals Warrants, such Pharmaceuticals Common Stock reserved for issuance upon the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower Pharmaceuticals Warrants shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall no longer be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationreserved. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration a. The Warrants will be issued and registered in the name of the Lender providing the Loan on the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction Purchaser or its nominee. The exercise price of the Lender, common stock purchase warrants (Warrants will escalate over the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance term of the Warrants. One whole Warrant will entitle the Purchaser to purchase one Warrant Share at a price of US$0.44 per Warrant Share for the first six (6) months following the Closing Date and one Warrant Share at a price of US$0.52 per Warrant Share for the period which is seven (7) to twelve (12) months following the Closing Date. b. The certificates representing the Warrants will refer to the terms and conditions which govern the Warrants and will include, among other things, provisions for the appropriate adjustment in the class, number, and price of the Warrant Shares issued on exercise of the following key termsWarrants if certain events occur, including any subdivision, consolidation, or reclassification of the Issuer's common shares, the payment of stock dividends, and the amalgamation of the Issuer. c. If the Purchaser exercises any Warrants, the Issuer will, in accordance with the certificates representing the Warrants: (i) i. issue to the Purchaser the number of Warrant Shares equal to the number of Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrowerexercised; and (ii) . deliver to the exercise price for each relevant Purchaser a share certificate representing the Warrant Share shall be Conversion Price and otherwise subject Shares. d. Subject to clause 10(b); and (iii) the policies of the Exchange, the issue of the Warrants will not restrict or prevent the Issuer from obtaining any other financing or from issuing additional securities or rights during the period within which the Warrants may be exercisableexercised. e. Subject to certain exceptions or an applicable registration exemption provided under the 1933 Act, the Warrants may not be exercised within the United States or by or on behalf of any U.S. Person and no Warrant Shares will delivered to any address in whole the United States and each certificate representing the Warrants shall bear a legend in substantially the following form: "THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THE WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN THEM UNDER REGULATION S PROMULGATED PURSUANT TO THE SECURITIES ACT". f. Each person exercising a Warrant will be required to give: i. written certification that it is not a U.S. Person and that the Warrant is not being exercised by or on behalf of a U.S. person or that the Warrant is being exercised in partan "offshore transaction" as defined in, at and pursuant to, Regulation S under the 1933 Act; or ii. a written opinion of counsel to the effect that the Warrant and the Warrant Shares have been registered under the 1933 Act or are exempt from registration thereunder; or iii. written certification that it is (i) an Original U.S. Purchaser (ii) exercising the Warrants solely for its own account or the account of such other person, and not on behalf of any time during other person; and (iii) is, and such other person, if applicable, is an “accredited investor” as defined in Rule 501(a) of Regulation D under the term of this Agreement commencing U.S. Securities Act on the issuance date of the exercise of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. Each Warrant shall, by virtue of the Merger and pursuant to the terms of the Warrant and the Warrantholder Termination and Acknowledgment, be terminated and cancelled and (I) each Underwater Warrant shall cease to be a warrant to purchase shares of Company Stock and shall be terminated and no consideration shall be payable in respect thereof; and (II) each holder of an In-the-Money Warrant shall, in full settlement of such holder’s Warrant, be entitled to receive the sum of (a) In an amount, from the Paying Agent, without interest and subject to any applicable withholding and payroll deductions, equal to (i) the product of (x) the number of shares of Company Stock then issuable upon exercise of such In-the-Money Warrant, multiplied by (ii) the consideration set forth on the Closing Payment Schedule under the heading applicable to such series of Company Stock, minus (b) the aggregate amount that would be due to the Company upon the exercise in full of such In-the-Money Warrant; provided, however, that as a condition to such payment, each holder of an In-the-Money Warrant shall have executed and delivered to Parent an acknowledgment and release in such form as acceptable to Parent, a W-9 and other documentation reasonably required by the Paying Agent or Parent, including pursuant to Section 1.8. The Company shall take all reasonably necessary action, including obtaining the consent of individual holders of Warrants, if required, to provide that, upon consummation of the Lender providing Merger and at the Loan on Effective Time, each then outstanding Warrant, whether or not vested, shall terminate, including, but not limited to causing each holder of Warrants to execute and deliver to Parent a Warrantholder Termination and Acknowledgment. From and after the terms of Effective Time, (A) other than the rights under this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction holders of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall will have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party further rights in respect of any Warrants and (B) any such cancelled Warrant shall no longer be exercisable by the performance of the relevant obligationformer holder thereof. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (ai) In consideration of At the Lender providing the Loan on the terms of this AgreementEffective Time, the Borrower shallobligation to honor each outstanding warrant to purchase shares of Southwest Common Stock (collectively, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Southwest Warrants”) will be deemed assumed by the Parent. At and after the Effective Time: (i) each Southwest Warrant then outstanding will entitle the holder thereof to acquire (rounded to the Lender nearest whole number) one (or the Transferee as designated by the Lender by notice 1) share of Parent Common Stock for every two (2) shares of Southwest Common Stock subject to the Borrower in writing (including by email) reasonably in advance such Southwest Warrant immediately prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued Effective Time; and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise per share of Parent Common Stock subject to clause 10(bany such Southwest Warrant at and after the Effective Time will be an amount (rounded to the nearest one-hundredth of a cent) equal to the exercise price per share of Southwest Common Stock subject to such Southwest Warrant prior to the Effective Time multiplied by two (2) (the “Substitute Warrants”); and. Other than as provided above, as of and after the Effective Time, each Substitute Warrant will be subject to the same terms and conditions of the Southwest Warrants as in effect immediately prior to the Effective Time. (ii) In the event any Southwest Warrant duly issued (as evidenced by board resolutions, minutes or other appropriate records) by the Southwest has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Southwest Warrant, to be lost, stolen or destroyed, the Parent will, in exchange for such lost, stolen or destroyed Southwest Warrant, issue or cause to be issued the Substitute Warrants of the Parent in the manner described in Section 2.10(i). (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not The Parent will (i) repaid by on or prior to the Borrower and/or Effective Time, reserve for issuance the number of shares of Parent Common Stock that will become subject to the Substitute Warrants pursuant to this Section 2.7 and (ii) converted into Sharesfrom and after the Effective Time, upon exercise of Substitute Warrants in accordance with the Lender shall have terms thereof, make available for issuance all shares of Parent Common Stock covered thereby. Following the Effective Time, no holder of a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall Southwest Warrant will have any claims whatsoever rights to the other Party in respect of the performance of the relevant obligationacquire Southwest Common Stock. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration Each Warrant shall initially entitle the Registered Holder of the Lender providing Warrant Certificate representing such Warrant to purchase, at the Loan on Purchase Price therefor, from the terms Initial Warrant Exercise Date until the Warrant Expiration Date, one share of Common Stock upon the exercise thereof, subject to modification and adjustment as provided in Section 11. (b) Upon execution of this Agreement, Warrant Certificates representing 3,600,000 Redeemable Warrants to purchase up to an aggregate of 3,600,000 shares of Common Stock (subject to modification and adjustment as provided in Section 11) shall be executed by the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue Company and deliver, delivered to the satisfaction Warrant Agent. (c) Upon exercise of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisableOver-allotment Option, in whole or in partpart as to the Units, and payment of the applicable sums, Warrant Certificates representing up to 540,000 Redeemable Warrants to purchase up to an aggregate of 540,000 shares of Common Stock (subject to modification and adjustment as provided in Section 11) shall be executed by the Company and delivered to the Warrant Agent. (d) Upon exercise of the Representative's Unit Purchase Option, and payment of the applicable exercise price, Warrant Certificates representing up to 180,000 Common Stock Warrants to purchase up to an aggregate of up to 180,000 shares of Common Stock (subject to modification and adjustment as provided in Section 11 hereof and in the Representative's Option Agreement), shall be executed by the Company and delivered to the Warrant Agent. (e) From time to time, up to the Warrant Expiration Date, as the case may be, the Warrant Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number multiples thereof to the person entitled thereto in connection with any transfer or exchange permitted under this Agreement. Except as provided in Section 8 hereof, no Warrant Certificates shall be issued except: (i) Warrant Certificates initially issued hereunder, (ii) Warrant Certificates issued upon any transfer or exchange of Warrants, (iii) Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 8, (iv) Warrant Certificates issued upon exercise of the Representative's Unit Purchase Option (including Common Stock Warrants in excess of 320,000 issued as a result of the anti-dilution provisions contained in the Representative's Option Agreement), and (v) at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any time during adjustment or change in the term Purchase Price, the number of this Agreement commencing on the issuance date shares of Common Stock purchasable upon exercise of the Warrants, or the Redemption Price therefor, made pursuant to Section 11 hereof. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (ai) The Warrants (and, with respect to the first two sentences only, each share of stock issued upon exercise of a Warrant) will be imprinted with a legend substantially in the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SAID SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. SAID SECURITIES MAY NOT BE TRANSFERRED WITHOUT THE CONSENT OF LEAP WIRELESS INTERNATIONAL, INC., IN ITS SOLE AND ABSOLUTE DISCRETION." 35 40 (ii) Warrant may not be transferred by Seller, whether in connection with a dividend, distribution or dissolution of Seller or otherwise, without the prior written consent of Buyer, in its sole and absolute discretion. In consideration the event of transfer, each holder desiring to transfer a Warrant (or share of stock issued upon exercise of a Warrant) first must furnish the Buyer with (A) a written legal opinion in form and substance reasonably satisfactory to the Buyer to the effect that the holder may transfer the Warrant or underlying shares, as applicable, as desired without registration under the Securities Act and (B) a written undertaking executed by the desired transferee reasonably satisfactory to the Buyer in form and substance agreeing to be bound by the restrictions on transfer contained herein and in the Warrant Agreement. (iii) The Parties understand that the Warrants to be issued at the Closing will be issued by CCI or another entity through which Buyer intends, at the time of the Lender providing Closing, to implement the Loan Cricket Business Plan on a nationwide basis (the terms "Warrant Issuer"); provided, however, that the Parties acknowledge that the FCC may require that the FCC licenses and network used in the Cricket Business reside in an entity other than the Warrant Issuer. In the event the Buyer's intent changes in the future, which it may at Buyer's sole discretion, and Buyer determines to implement all or a portion of this Agreementthe nationwide Cricket Business Plan through another entity (other than with respect to the FCC Licenses and network used in the Cricket Business), or through one or more additional entities (each such entity, a "Future Cricket Entity"), then, at the Borrower time of such determination, Buyer shall, subject to an available exemption from registration under applicable securities laws, cause each such Future Cricket Entity to issue to Seller a warrant, having substantially the same terms as soon as practicable as determined at the Lender’s sole discretion Warrant (but in any case, not earlier than the first Initial Loan Disbursement Date) issue including exercise price and deliveractual termination date), to the satisfaction of the Lender, common stock purchase warrants one percent (the “Warrants”1%) to the Lender (or the Transferee as designated then-current percentage interest in the Warrant Issuer represented by the Lender by notice to the Borrower in writing (including by emailWarrant) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in partsuch Future Cricket Entity. If, at the time of issuance of such new warrants, the Warrant Issuer is no longer the entity through which Buyer intends to implement any time during portion of the term nationwide Cricket Business Plan, Seller agrees to surrender the Warrant to Buyer for cancellation in exchange for such newly issued warrant(s). All of the provisions of this Agreement commencing on the issuance date of and any Ancillary Agreement which pertain to the Warrants. (b, including this Section 6(f) To and the extent the relevant amount set-off provisions of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(bSection 8(f), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever apply to the other Party in respect of the performance of the relevant obligationsuch newly issued warrant(s). (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. Upon the Initial Closing (a) In consideration of the Lender providing the Loan on the terms of this Agreementas defined below), the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and delivereach Purchaser, to the satisfaction extent set forth on Exhibit A, shall receive (i) a warrant (each, an “Initial Commitment Warrant”) with a five-year term and an exercise price of $0.60 in the form attached hereto as Exhibit C (the “Commitment Warrant”), to purchase a number of shares of common stock, par value $0.001 per share, of the LenderCompany (the “Common Stock”) as set forth on Exhibit A as of the Initial Closing Date and (ii) to the extent reflected on Exhibit A as of the Initial Closing Date, common stock a warrant (each, an “Initial Additional Warrant” and, together with the Initial Commitment Warrants, the “Initial Warrants”) with a five year term and an exercise price of $0.60, in the form attached hereto as Exhibit D (the “Additional Warrant”), to purchase warrants a number of shares of Common Stock as set forth on Exhibit A as of the Initial Closing Date. Each Initial Commitment Warrant and Initial Additional Warrant shall be exercisable for that number of shares of Common Stock set forth opposite the Purchaser’s name on Exhibit A under the applicable heading(s) (the “Initial Warrant Shares”). Upon any Subsequent Closing, each Purchaser shall receive (x) a Commitment Warrant (each, a “Subsequent Closing Commitment Warrant”) to purchase a number of shares of Common Stock equal to (x) the principal amount of Purchaser Subsequent Closing New Notes purchased by such Purchaser, divided by (y) the exercise price of the Commitment Warrant (such number of shares, “Subsequent Commitment Warrant Shares”). The Purchaser who received Initial Additional Warrants shall, in connection with any Subsequent Closing in which the Conversion Share Cap (as defined in the Indenture) with respect to such Purchaser’s 2028 Notes has not been removed or deemed not to be applicable by Stockholder Approval or otherwise, receive additional Additional Warrants (each, a “Subsequent Closing Additional Warrant” and, together with the Subsequent Closing Commitment Warrant, the “Subsequent Warrants” and together with the Initial Warrants, the “Warrants”) calculated as specified under the heading “Subsequent Closing Additional Warrant Shares” on Exhibit A (such number of shares, “Subsequent Additional Warrant Shares” and, together with the Subsequent Commitment Warrant Shares and the Initial Warrant Shares, “Warrant Shares”). The actual number of Subsequent Commitment Warrant Shares and Subsequent Additional Warrant Shares shall be reflected under a separate heading in an updated Exhibit A. The parties acknowledge and agree that (i) the amount of consideration paid under and in connection with this Agreement by each Purchaser in exchange for the Warrants issued to such Purchaser is de minimis (and the Lender (or amount of such consideration fairly reflects the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance fair market value of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall there will be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing no “original issue discount” on the issuance date New Notes, as determined pursuant to Sections 1271-1275 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, by reason of the Purchaser’s acquisition of the Warrants. . Notwithstanding the foregoing, to the extent a “Fundamental Transaction” (bas defined in the Additional Warrant) To occurs prior to the date Stockholder Approval is obtained, to the extent the relevant full amount of Additional Warrants (as set forth in Exhibit A under the heading “Subsequent Closing Additional Warrant Shares” and irrespective of the number of Subsequent Draws that had occurred) had not yet been issued as of the date of such Fundamental Transaction, the Company shall immediately issue Additional Warrants to the Purchaser who received Initial Additional Warrants equal to the full amount of the Repayable Amount remaining balance of such Additional Warrants, effective no later than the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount date of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationFundamental Transaction. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration At the Effective Time, Parent shall grant to Northwest Airlines and Imperial Bank, each holders of the Lender providing the Loan on the terms of this Agreementoutstanding warrants to purchase Company Shares (an "OLD WARRANT"), the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion a warrant to purchase Parent Shares (but in a "NEW WARRANT"). With respect to any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: such New Warrant (i) the Warrants issued shall not exceed 15% number of shares of Parent Common Stock subject to such New Warrant will be determined by multiplying the number of Company Shares for which the corresponding Old Warrant was exercisable by the Exchange Ratio (for Northwest, this calculation will be made upon exercise of the issued New Warrant), rounding any fractional shares down to the nearest whole share, and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant per share of such New Warrant Share will be determined by dividing the exercise price per share applicable to the Old Warrant by the Exchange Ratio, and rounding the exercise price thus determined down to the nearest whole cent. Except as provided above, the converted or substituted New Warrants shall be Conversion Price and otherwise subject to clause 10(b); and the same terms and conditions (iiiincluding expiration date, vesting and exercise provisions) as were applicable to the Old Warrants may be exercisable, in whole or in part, at any time during immediately prior to the term of this Agreement commencing on the issuance date of the WarrantsEffective Time. (b) To Disney has entered into an ePartner Agreement with the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into SharesCompany through which under certain conditions, the Lender shall have Company will issue to Disney a right warrant (the "OLD POTENTIAL DISNEY WARRANT"). Parent hereby agrees to set off adopt the Lender’s obligation to pay agreement and under the Warrants exercise price set out in clause 10(a)(ii) conditions specified in the amount of existing ePartner Agreement and will issue to Disney a warrant (the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount "NEW POTENTIAL DISNEY WARRANT"). With respect to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: New Potential Disney Warrant (i) the relevant obligation number of each Party shall shares of Parent Common Stock subject to such New Potential Disney Warrant will be deemed fully performed determined by multiplying the number of Company Shares for which the corresponding Old Potential Disney Warrant was exercisable by the Exchange Ratio, rounding any fractional shares down to the nearest whole share, and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for per share of such New Potential Disney Warrant will be determined by dividing the relevant Sharesexercise price per share applicable to the Old Potential Disney Warrant by the Exchange Ratio, without exercising its right and rounding the exercise price thus determined down to set offthe nearest whole cent. Except as provided above, the converted or substituted New Potential Disney Warrant shall be subject to the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable to the Old Potential Disney Warrant immediately prior to the Effective Time.

Warrants. (a) In consideration At the Effective Time of Merger I, each outstanding warrant to purchase Company Capital Stock issued by the Lender providing Company (a “Company Warrant”) that remains unexercised immediately prior to the Loan on Effective Time of Merger I and that by the terms of such Company Warrant may be terminated as of the Effective Time of Merger I shall be terminated in accordance with the terms of such Company Warrant, and all rights with respect to Company Capital Stock under such outstanding Company Warrants shall thereupon be terminated. The Company shall take all commercially reasonable action that may be necessary to effectuate the provisions of this Section 1.7(a). (b) At the Effective Time of Merger I, each Company Common Warrant and Company Series B Warrant that remains unexercised immediately prior to the Effective Time of Merger I and that by the terms of such warrant may not be terminated as of the Effective Time of Merger I shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants instrument by which such Company Common Warrant (the “Assumed Common Warrants”) or Company Series B Warrant (the “Assumed Series B Warrants,” and together with the Assumed Common Warrants, the “Assumed Company Warrants”) is evidenced. All rights with respect to Company Capital Stock under outstanding Assumed Company Warrants shall thereupon terminate. From and after the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance Effective Time of the Warrants) on the following key terms: Merger I, (i) the Warrants issued shall not exceed 15% each Assumed Company Warrant may be exercised for shares of the issued Parent Common Stock and outstanding common stock of the Borrower; and cash, (ii) the exercise price for amount of cash subject to each relevant Assumed Common Warrant Share shall be equal to the difference between (1) the product of the Assumed Common Warrant Shares multiplied by the Company Common Cash Conversion Ratio minus (2) the product of the Assumed Common Warrant Shares multiplied by the Common Warrant Exercise Price and otherwise subject to clause 10(b); and Per Share multiplied by the Common Warrant Cash Ratio, (iii) the Warrants may amount of cash subject to each Assumed Series B Warrant shall be exercisable, in whole or in part, at any time during equal to the term of this Agreement commencing on difference between (1) the issuance date product of the Warrants. Assumed Series B Warrant Shares multiplied by the sum of (x) Company Common Cash Conversion Ratio plus (y) the Series B Preferred Cash Conversion Ratio, minus (2) the product of the Assumed Series B Warrant Shares multiplied by the Series B Warrant Exercise Price Per Share multiplied by the Series B Warrant Cash Ratio, (iv) the number of shares of Parent Common Stock subject to each such Assumed Company Warrant shall be equal to (A) with respect to an Assumed Common Warrant, the product of the Assumed Common Warrant Shares multiplied by the Company Common Stock Conversion Ratio or (B) with respect to an Assumed Series B Warrant the product of (1) the Assumed Series B Warrant Shares multiplied by (2) the sum of (x) the Series B Preferred Stock Conversion Ratio plus (y) the Company Common Stock Conversion Ratio, (v) the per share exercise price applicable to each such Assumed Company Warrant shall equal (A) with respect to an Assumed Common Warrant, the product (rounded up to the nearest whole cent) of (1) the quotient of the Common Warrant Exercise Price Per Share divided by the Company Common Stock Conversion Ratio multiplied by (2) the Common Warrant Stock Ratio and (B) with respect to an Assumed Series B Warrant, the product (rounded up to the nearest whole cent) of (1) the quotient of (x) the Series B Warrant Exercise Price Per Share divided by (y) the sum of (a) the Series B Preferred Stock Conversion Ratio plus (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not Company Common Stock Conversion Ratio, multiplied by (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i2) the relevant obligation Series B Warrant Stock Ratio and (vi) all restrictions on the exercise of each Party such Assumed Company Warrant shall continue in full force and effect, and the term, exercisability and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that each such Assumed Company Warrant shall, in accordance with its terms, be deemed fully performed subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time of Merger I. The Company shall take all commercially reasonable action that may be necessary to effectuate the provisions of this Section 1.7(b). Between the Closing and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.General

Warrants. (a) In consideration of The Company shall issue Put Warrants to the Lender providing Warrant Recipients in the Loan amounts designated on the terms Schedule B hereto and as described in Section 6 of this Subscription Agreement. In connection with the Filing Put Amount and the Section 11.2 Put Amount, the Borrower shall, as soon as practicable as determined at Company will issue the Lender’s sole discretion (but amount of Warrants set forth on Schedule B hereto. The Put Warrants will be in any case, not earlier than the first Initial Loan Disbursement Date) issue form of Exhibit D hereto. The Put Warrants will be exercisable immediately upon issuance and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrantsfive years thereafter. (b) To In the extent the relevant amount event, for any reason except for Subscriber's unwillingness to purchase greater amounts of Put Notes because of the Repayable Amount beneficial ownership limitations of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into SharesSection 11.2(e)(i), the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) Put in the amount of the Repayable Amount at least $2,000,000 of the Put Note Purchase Price set forth on the signature page ("Initial Loan then outstanding against the relevant obligation Put Amount") has not been exercised as of the Borrower to repay such Repayable Amount first anniversary of the Effective Date, then the Company will issue Put Warrants to the Lender. In this case, Warrant Recipients in an amount determined by subtracting the Borrower shall set off actual amount of Put Note Principal for which Put Notices have been validly given from the relevant obligations Initial Put Amount (the result being the "Unexercised Put") and issuing Put Warrants in connection with such Unexercised Put as set out if the amount of Put Notes issuable in this clause 10(b), and: (i) connection with the relevant obligation of each Party shall be deemed fully performed Unexercised Put were actually issued and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect first anniversary of the performance Closing Date was the Conversion Date of the relevant obligationsuch Put Notes. (c) Clause 10(bIn the event, for any reason except for Subscriber's unwillingness to purchase greater amounts of Put Notes because of the beneficial ownership limitations of Section 11.2(e)(i), the Put in the amount of $4,000,000 of the Put Note Purchase Price set forth on the signature page hereto ("Interim Put Amount") shall be without prejudice has not been exercised as of the second anniversary of the Effective Date, then the Company will issue Put Warrants to the Lender’s right Warrant Recipients in an amount determined by subtracting the actual amount of Put Note Principal for which Put Notices have been validly given and the amount of Put Note Principal deemed converted pursuant to pay Section 11.4(b) above from the Interim Put Amount (or procuring its Paying Agent the result being the "Interim Unexercised Put") and issuing Put Warrants in connection with such Interim Unexercised Put as if the amount of Put Notes issuable in connection with the Interim Unexercised Put were actually issued and the second anniversary of the Closing Date was the Conversion Date of such Put Notes. (d) In the event, for any reason except for Subscriber's unwillingness to paypurchase greater amounts of Put Notes because of the beneficial ownership limitations of Section 11.2(e)(i), the Put in the amount of $6,000,000 of the Put Note Purchase Price set forth on the signature page hereto ("Final Put Amount") has not been exercised as of the third anniversary of the Effective Date, then the Company will issue Put Warrants to the Borrower any Warrant Recipients in an amount determined by subtracting the actual amount of Put Note Principal for which Put Notices have been validly given and the exercise price due for amount of Put Note Principal deemed converted pursuant to Sections 11.4(b) and (c) above from the relevant Shares, without exercising its right to set offFinal Put Amount (the result being the "Final Unexercised Put") and issuing Put Warrants in connection with such Final Unexercised Put as if the amount of Put Notes issuable in connection with the Final Unexercised Put were actually issued and the third anniversary of the Closing Date was the Conversion Date of such Put Notes.

Warrants. (a) In consideration Subject to the limitations contained in Article IX and Section 10.1 hereof, and in the case of the Lender providing Class B Warrants, subject to the Loan on Incentive Plan, the terms Company shall have the right to issue Warrants to any Person at such price per Warrant as may be determined by the Company Board, and in exchange for contributions of cash or property, the provision of services or such other consideration (collectively, “Warrant Consideration”), as may be determined by the Company Board; provided, that the Company shall not issue any Warrants to any Person unless such Person has executed and delivered to the Company the Warrant Agreement or a joinder to the Warrant Agreement (as set forth in the Warrant Agreement). The number of Warrants issued to Warrant Holders shall be listed in the Company records of the Company, which shall be amended from time to time as required to reflect issuances of Warrants to new Warrant Holders, changes in the number of Warrants held by Warrant Holders and to reflect the joining or release of Warrant Holders from the Warrant Agreement. Except upon exercise of a Warrant, nothing contained in this Agreement shall result in any Warrant Holder being a Member. The number of Warrants held by each Warrant Holder shall not be affected by any (i) issuance by the Company of Interests to Members or Warrants to other Warrant Holders or (ii) change in the Capital Account of such Warrant Holder (other than such changes to reflect additional Warrant Consideration from such Warrant Holder in exchange for new Warrants). Except as otherwise set forth in this Agreement or the Warrant Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued Company shall not exceed 15% redeem or repurchase any Warrant Holder’s Warrants and no Warrant Holder shall have the right to withdraw from the Company or receive any return of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the WarrantsCapital Contribution. (b) To A Warrant Holder may exercise the extent Warrant pursuant and subject to the relevant amount provisions of the Repayable Amount Warrant Agreement, which provisions shall require, among other things, delivery to the Company of a written undertaking to be bound by the terms and conditions of this Agreement pursuant to Section 15.1. Upon such exercise, the Company Board shall also adjust the Capital Accounts of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out Investors as necessary in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationaccordance with Section 3.2. (c) Clause 10(b) shall be without prejudice The Company will at all times have authorized, and reserve and keep available, free from preemptive rights, a sufficient number of Class A Interests and Class B Interests to provide for the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount exercise in full of the rights represented by the Warrants. The Class A Interests and Class B Interests issuable upon exercise price due for of the relevant SharesWarrants in accordance with the terms of this Agreement and the Warrant Agreement will be duly authorized and free from all taxes, without exercising its right to set offliens, charges and encumbrances (other than those created by this Agreement).

Warrants. A. Subject to the sale of a minimum of 300,000 Shares, the Company agreed to sell to the Underwriter Warrants to purchase Common Stock, (a) In consideration "Warrants"), for a purchase price of $100, entitling the Underwriter to purchase one Share of the Lender providing Company's Common Stock for each ten shares sold in the Loan on offering. B. The Warrants may not be exercised for a period of 12 months following the terms effective date. The Warrants will be exercisable for a period of this Agreementfour years, such period to begin 12 months after the Borrower shalleffective date. If the Warrants are not exercised during their term, as soon as practicable as determined at the Lender’s sole discretion (but in any casethey will by their terms, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction automatically expire. The purchase price of the Lendershares underlying the Warrants will be $.83 per share during the period that the Warrants are exercisable. The Company will set aside and at all times have available, common stock purchase warrants (a sufficient number of shares of its Common Stock to be issued upon the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance exercise of the Warrants) on the following key terms: (i) . The shares underlying the Warrants are hereinafter called "Warrant Shares" which term shall include all shares of Common Stock that have been issued upon the exercise of the Warrants and all unissued shares of Common Stock underlying the Warrants. The Warrants may not be sold, transferred, assigned, or hypothecated for a period of 12 months after the effective date except to officers of the Underwriter, to participating dealers, and to officers of participating dealers. C. The Warrants will be evidenced by a Warrant Agreement executed by the Company and delivered to the Underwriter, which shall not exceed 15contain such terms and conditions as are required by the Underwriter, including anti-dilution provisions reasonably acceptable to the Underwriter relating to stock splits, stock dividends, and other like matters. Any transfer of the Warrants by the Underwriter to any person must be made in compliance with the Act. D. Upon written request of the holder(s) of at least 67% of the Warrant Shares, whether issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisableor not, in whole or in part, made at any time within the period beginning one year and ending five years after the effective date, the Company will file, no more than once, a Registration Statement or Regulation A Offering Statement under the Act, registering or qualifying the Warrants and Warrant Shares. The Company will use its best efforts to qualify or register the Warrants and Warrants Shares for sale in at least the same states as the Shares were registered or qualified. The Company must file a Registration Statement if all Warrants and Warrant Shares cannot be sold under a Regulation A Offering Statement because of the limited exemption. If Warrants are registered or qualified, the Company agrees to take whatever actions are necessary so that during the term of this Agreement commencing on next 12 months after the issuance effective date of such registration or qualification, a current Registration Statement or Regulation A Offering Statement relating to the WarrantsWarrant Shares will be effective with the Commission. The Company agrees to use its best efforts to cause the Registration Statement or Regulation A Offering Statement to become effective. All expenses of such registration or qualification including, but not limited to, legal, accounting, and printing fees, will be borne by the Company. (b) To E. The Company agrees that, if at any time within the extent period beginning one year and ending five years after the relevant amount effective date, it should file a Registration Statement with the Commission pursuant to the Act or file a Regulation A Offering Statement under the Act, regardless of whether some of the Repayable Amount holder(s) of the Initial Loan was not Warrants and Warrant Shares have availed itself (ithemselves) repaid by of the Borrower and/or (iiright provided in paragraph 5(e) converted into above, the Company, at its own expense, will offer the holder(s) the opportunities to register or qualify the Warrants and Warrant Shares, limited in the Lender shall have case of a right Regulation A offering to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount available exemption. The Company's obligations pursuant to this paragraph 5(e), shall only be in effect if the holders of at least 50% of the Initial Loan Warrant Shares accept the Company's offer. This paragraph is not applicable to a Registration Statement filed by the Company with the Commission on Form S-4 or Form S-8, or any other inappropriate form. F. In addition, the Company will cooperate, within the period beginning one year and ending five years after the effective date, with the then outstanding against the relevant obligation holder(s) of at least 50% of the Borrower to repay such Repayable Amount Warrant Shares in preparing and signing any Registration Statement or Regulation A Offering Statement, in addition to the Lender. In this caseRegistration Statements and Regulation A Offering Statements discussed above, required in order to sell or transfer the Borrower Warrants or Warrant Shares and will supply all information required, but such additional Registration Statement or Offering Statement shall set off be at the relevant obligations as set out in this clause 10(bthen holder(s)' cost and expense. G. The Company will not be required to pay any under-writing commissions, discounts, or similar expenses relating to the Warrants and/or Warrant Shares that are registered or qualified pursuant to paragraph 5(d), and: (ie), or (f) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationthis Agreement. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration Each Target Warrant, to the extent outstanding at -------- the Effective Time, whether or not exercisable and whether or not vested at the Effective Time, shall remain outstanding at the Effective Time. At the Effective Time, Target Warrants shall, by virtue of the Lender providing Merger and without any further action on the Loan on part of Target or the holder of any of Target Warrants (unless further action may be required by the terms of this Agreementany of Target Warrants), be assumed by Acquiror pursuant to such documentation as is reasonably acceptable to Acquiror and each Target Warrant assumed by Acquiror shall be exercisable upon the Borrower shallsame terms and conditions as under the applicable warrant agreements with respect to such Target Warrants, as soon as practicable as determined at the Lender’s sole discretion except that (but in any case, not earlier than the first Initial Loan Disbursement DateA) issue and deliver, each such Target Warrant shall be exercisable for that whole number of shares of Acquiror Common Stock (rounded down to the satisfaction nearest whole share) into which the number of the Lendershares of Target Common Stock subject to such Target Warrant would be converted under Section 2.1(c), common stock purchase warrants and (the “Warrants”B) at a price per share (rounded up to the Lender (or the Transferee as designated by the Lender by notice nearest whole cent) equal to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% aggregate exercise price for the shares of the issued and outstanding common stock of the Borrower; and Target Common Stock purchasable pursuant to such Target Warrant divided by (ii) the exercise price number of full shares of Acquiror Common Stock deemed purchasable pursuant to such Target Warrant in accordance with the foregoing. Each Target Warrant that is assumed shall also represent the right to receive the applicable Per Share Cash for each relevant such share of Acquiror Common Stock issuable upon exercise of such assumed Target Warrant Share in accordance with this Section 6.4(d). From and after the Effective Time, all references to Target in the warrant agreements underlying Target Warrants shall be Conversion Price and deemed to refer to Acquiror. Acquiror further agrees that, notwithstanding any other term of this Section 6.4(d) to the contrary, if required under the terms of Target Warrants or if otherwise appropriate under the terms of Target Warrants, it will execute a supplemental agreement with the holders of Target Warrants to effectuate the foregoing. No payment shall be made for fractional shares. Acquiror shall (i) on or prior to the Effective Time, reserve for issuance the number of shares of Acquiror Common Stock that will become subject to clause 10(bwarrants to purchase Acquiror Common Stock ("Acquiror Warrants") pursuant to this Section 6.4(d); and , (ii) from and after the Effective Time, upon exercise of the Acquiror Warrants in accordance with the terms thereof, make available for issuance all shares of Acquiror Common Stock covered thereby and (iii) as promptly as practicable following the Warrants may be exercisableEffective Time, in whole or in part, at any time during issue to each holder of an outstanding Target Warrant a document evidencing the term of this Agreement commencing on the issuance date of the Warrantsforegoing assumption by Acquiror. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. This certifies that [ ] is the registered owner of Warrants in the number specified above. The Trust Property will be held in trust by the Trustee identified in the Trust Agreement (a) In consideration the “Trust”). The Trust has been created pursuant to a Trust Agreement, dated as of March 1, 2007 (the “Trust Agreement”), between LaSalle Bank National Association, as Trustee of the Lender providing Trust (the Loan “Trustee”), and MS Structured Asset Corp. To the extent not defined herein, all capitalized terms shall have the meanings assigned to such terms in the Trust Agreement and the Terms Schedule attached thereto. This Warrant is one of the Warrants described in the Trust Agreement and is issued under and subject to the terms, provisions and conditions of the Trust Agreement. By acceptance of this Warrant, the Warrantholder assents to and becomes bound by the Trust Agreement. Each Warrant issued by the Trust represents a Call Option and Call Right to purchase $1,000 Unit Principal Balance of the Class A Units and the applicable Class B Equivalent Amount. Exercises on this Certificate will be made in accordance with a written notice to the Warrant Agent specified in the Trust Agreement. This Certificate does not purport to summarize the Trust Agreement and reference is hereby made to the Trust Agreement for information with respect to the rights, benefits, obligations and duties evidenced thereby. A copy of the Trust Agreement may be examined during normal business hours at the Corporate Trust Office of the Trustee, located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and at such other places, if any, designated by the Trustee, by any Warrantholder upon request. Reference is hereby made to the further terms of this AgreementCertificate set forth on the reverse hereof, which further terms shall for all purposes have the Borrower shall, same effect as soon as practicable as determined if set forth at this place. Unless the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction certificate of authentication hereon shall have been executed by an authorized officer of the LenderTrustee, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued manual signature, this Certificate shall not exceed 15% of entitle the issued and outstanding common stock of Warrantholder hereof to any benefit under the Borrower; and (ii) the exercise price Trust Agreement or be valid for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrantspurpose. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration The form of the Lender providing certificate representing Warrants (and the Loan form of election to purchase shares of Common Stock upon the exercise of Warrants and the form of assignment period on the reverse thereof) shall be substantially as set forth in Exhibit "A" to the Warrant Agreement. Each Warrant issuable upon exercise of the Placement Agent's Warrants shall evidence the right to initially purchase one fully paid and non-assessable share of Common Stock at an initial purchase price of $7.20 per share commencing on the Initial Exercise Date and ending at 5:00 p.m. New York time on the Warrant Expiration Date at which time the Warrant shall expire. The exercise price of the Warrants and the number of shares of Common Stock issuable upon the exercise of the Warrants are subject to adjustment, whether or not the Placement Agent's Warrants have been exercised and the Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 8 of the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Warrants underlying the Placement Agent's Warrants, each registered holder of such Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Warrant Agreement), free and clear of all preemptive rights of stockholders, provided that such registered holder complies with the terms governing exercise of the Warrants set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of this the Warrant Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance . Upon exercise of the Warrants) on , the following key terms: (i) Company shall forthwith issue to the Warrants issued shall not exceed 15% registered holder of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant any such Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants in his name or in such name as may be exercisabledirected by him, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due certificates for the relevant Shares, without exercising its right to set off.number of shares of Common

Warrants. (a) In consideration connection with the making of the Lender providing the Loan on the terms of this AgreementLoans, the Borrower shall, as soon as practicable as determined at Company has also authorized the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue issuance and deliver, sale to the satisfaction Purchasers of warrants to purchase Common Stock. The Warrants shall be substantially in the Lender, common stock purchase warrants (form set forth in Exhibit C hereto and are herein referred to individually as a “Warrant” and collectively as the “Warrants”) ,” which terms shall also include any warrants delivered in exchange or replacement therefor. On the Closing Date or, with respect to GrandBanks, the GrandBanks Initial Closing Date, and in connection with making the Initial Facility Loans, the Company shall issue a Warrant to purchase a number of Warrant Shares equal to the Lender Initial Warrant Number to each Purchaser (or each an “Initial Warrant” and, collectively, the Transferee as designated by the Lender by notice “Initial Warrants”). In addition to the Borrower in writing (including by email) reasonably in advance prior Initial Warrants, on the date that a Purchaser makes an October Facility Loan, the Company shall issue an additional Warrant to such Purchaser to purchase a number of Warrant Shares equal to the issuance of the Warrants) on the following key terms: number obtained by dividing (i) the Warrants issued shall not exceed 1510% of such October Facility Loan advanced by such Purchaser, by (ii) $3.00 (each an “October Warrant” and, collectively, the issued “October Warrants”). (b) The Company and outstanding common stock the Purchasers, as a result of good faith and arm’s length bargaining, agree that: (i) neither any Purchaser nor any Affiliate thereof has rendered any services to the BorrowerCompany in connection with this Agreement; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b)Warrants are not being issued as compensation; and (iii) the Warrants may are not being issued to any Purchaser as a commitment fee or other consideration for such Purchaser’s October Facility Commitment (it being understood, however, that the October Warrants will be exercisableissued upon, and in whole or connection with, the actual funding of October Facility Loans in part, at any time during accordance with Section 1.05); (iv) the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount fair market value of the Initial Loan was not Warrants if issued apart from the Initial Facility Notes is equal to, on a per Warrant Share basis, $0.3595; (v) the fair market value of the October Warrants if issued apart from the October Facility Notes is equal to, on a per Warrant Share basis, $0.3595; and (vi) all tax returns and other information returns of each party relative to this Agreement and the Notes and Warrants issued pursuant hereto shall consistently reflect the matters agreed to in (i) repaid by through (v) above. The Company and the Borrower and/or (ii) converted into SharesPurchasers do further acknowledge and agree that the ratio of a Purchaser’s Warrant Number to its Initial Facility Loan amount is not, and is not intended to be, the Lender shall have same among all Purchasers and is a right to set off result of separate arm’s length negotiations between the Lender’s obligation to pay Company, on the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this caseone hand, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of and each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to Purchaser on the other Party in respect of the performance of the relevant obligationhand. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration At the Effective Time of Merger I, each outstanding warrant to purchase Company Capital Stock issued by the Lender providing Company (a “Company Warrant”) that remains unexercised immediately prior to the Loan on Effective Time of Merger I and that by the terms of this Agreement, the Borrower shall, such Company Warrant may be terminated as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance Effective Time of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share Merger I shall be Conversion Price terminated in accordance with the terms of such Company Warrant, and otherwise subject all rights with respect to clause 10(b); and (iii) the Company Capital Stock under such outstanding Company Warrants shall thereupon be terminated. The Company shall take all commercially reasonable action that may be exercisable, in whole or in part, at any time during necessary to effectuate the term provisions of this Agreement commencing on the issuance date of the WarrantsSection 1.7(a). (b) To At the extent Effective Time of Merger I, each Company Common Warrant and Company Series B Warrant that remains unexercised immediately prior to the relevant amount Effective Time of Merger I and that by the terms of such warrant may not be terminated as of the Repayable Amount Effective Time of Merger I shall be assumed by Parent in accordance with the terms (as in effect as of the Initial Loan was not date of this Agreement) of the instrument by which such Company Common Warrant (the “Assumed Common Warrants”) or Company Series B Warrant (the “Assumed Series B Warrants,” and together with the Assumed Common Warrants, the “Assumed Company Warrants”) is evidenced. All rights with respect to Company Capital Stock under outstanding Assumed Company Warrants shall thereupon terminate. From and after the Effective Time of Merger I, (i) repaid by the Borrower and/or each Assumed Company Warrant may be exercised for shares of Parent Common Stock and cash, (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of cash subject to each Assumed Common Warrant shall be equal to the Repayable Amount difference between (1) the product of the Initial Loan then outstanding against Assumed Common Warrant Shares multiplied by the relevant obligation Company Common Cash Conversion Ratio minus (2) the product of the Borrower Assumed Common Warrant Shares multiplied by the Common Warrant Exercise Price Per Share multiplied by the Common Warrant Cash Ratio, (iii) the amount of cash subject to repay such Repayable Amount each Assumed Series B Warrant shall be equal to the Lender. In this casedifference between (1) the product of the Assumed Series B Warrant Shares multiplied by the sum of (x) Company Common Cash Conversion Ratio plus (y) the Series B Preferred Cash Conversion Ratio, minus (2) the product of the Assumed Series B Warrant Shares multiplied by the Series B Warrant Exercise Price Per Share multiplied by the Series B Warrant Cash Ratio, (iv) the number of shares of Parent Common Stock subject to each such Assumed Company Warrant shall be equal to (A) with respect to an Assumed Common Warrant, the Borrower shall set off product of the relevant obligations as set out in this clause 10(b), and: Assumed Common Warrant Shares multiplied by the Company Common Stock Conversion Ratio or (iB) with respect to an Assumed Series B Warrant the product of (1) the relevant obligation Assumed Series B Warrant Shares multiplied by (2) the sum of (x) the Series B Preferred Stock Conversion Ratio plus (y) the Company Common Stock Conversion Ratio, (v) the per share exercise price applicable to each such Assumed Company Warrant shall equal (A) with respect to an Assumed Common Warrant, the product (rounded up to the nearest whole cent) of (1) the quotient of the Common Warrant Exercise Price Per Share divided by the Company Common Stock Conversion Ratio multiplied by (2) the Common Warrant Stock Ratio and (B) with respect to an Assumed Series B Warrant, the product (rounded up to the nearest whole cent) of (1) the quotient of (x) the Series B Warrant Exercise Price Per Share divided by (y) the sum of (a) the Series B Preferred Stock Conversion Ratio plus (b) the Company Common Stock Conversion Ratio, multiplied by (2) the Series B Warrant Stock Ratio and (vi) all restrictions on the exercise of each Party such Assumed Company Warrant shall continue in full force and effect, and the term, exercisability and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that each such Assumed Company Warrant shall, in accordance with its terms, be deemed fully performed subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time of Merger I. The Company shall take all commercially reasonable action that may be necessary to effectuate the provisions of this Section 1.7(b). Between the Closing and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.General

Warrants. (a) In consideration The form of the Lender providing certificate representing Warrants (and the Loan form of election to purchase shares of Common Stock upon the exercise of Warrants and the form of assignment period on the reverse thereof) shall be substantially as set forth in Exhibit "A" to the Warrant Agreement. Each Warrant issuable upon exercise of the Representative's Warrants shall evidence the right to initially purchase one fully paid and non-assessable share of Common Stock at an initial purchase price of $6.48 per share commencing on the Initial Exercise Date and ending at 5:00 p.m. New York time on the Warrant Expiration Date at which time the Warrant shall expire. The exercise price of the Warrants and the number of shares of Common Stock issuable upon the exercise of the Warrants are subject to adjustment, whether or not the Representative's Warrants have been exercised and the Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 8 of the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Warrants underlying the Representative's Warrants, each registered holder of such Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Warrant Agreement), free and clear of all preemptive rights of stockholders, provided that such registered holder complies with the terms governing exercise of the Warrants set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of this the Warrant Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance . Upon exercise of the Warrants) on , the following key terms: (i) Company shall forthwith issue to the registered holder of any such Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein, the Warrants issued underlying the Representative's Warrants shall not exceed 15% be governed in all respects by the terms of the Warrant Agreement. The Warrants shall be transferable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Warrant Certificate shall be issued promptly to the transferee. The Company covenants to, and outstanding common stock agrees with, the Holder(s) that without the prior written consent of the Borrower; and (ii) Holder(s), the exercise price for Warrant Agreement will not be modified, amended, canceled, altered or superseded, and that the Company will send to each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) Holder, irrespective of whether or not the Warrants may have been exercised, any and all notices required by the Warrant Agreement to be exercisable, in whole or in part, at any time during the term sent to holders of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. The Company shall provide the Executive with warrants for ______ shares of Company stock. The warrants will be issued with an exercise strike price of $__ and shall be subject to increases in strike price, vesting and other customary terms set forth in the warrant agreement with respect thereto and will also be subject (aas will any equity received upon warrant exercise) In consideration to a subscription agreement executed by the Executive and the Company in connection with such issuance containing investor representations, buy-back provisions and other customary terms. With respect to the terms and conditions of the Lender providing Executive's purchase and ownership of any such warrants, anything in this Agreement to the Loan on contrary notwithstanding, the parties hereto intend that all of the terms, conditions and provisions of the subscription agreement, with respect to the Executive's purchase and ownership of any such warrants, shall remain in full force and effect. To the extent that this Agreement is deemed to be inconsistent in any way with the subscription agreement regarding the terms and conditions of the Executive's purchase and ownership of any such warrants, then the terms, conditions and provisions of the subscription agreement shall prevail to the extent of such inconsistency. With respect to any warrants issued to the Executive pursuant to this AgreementSection 4(g), the Borrower shall, as soon as practicable as determined at Company will use its best reasonable efforts to cause the Lender’s sole discretion warrents (but or their equivalents) to be issued such that the Executive shall have no liability for income taxes upon the vesting of such warrants. In the event that the Internal Revenue Service determines that the vesting of the warrants results in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, an income tax liability to the satisfaction Executive, the Company shall reimburse the Executive for any such income taxes and the interest and penalties relating thereto but only to the extent that such taxes, interest and penalties would not have otherwise been incurred or imposed upon the ultimate sale or disposition by the Executive of such warrants or the shares exercisable therefore. If, upon the vesting of the Lender, common stock purchase warrants (the “Warrants”) issued to the Lender (or the Transferee as designated by the Lender by notice Executive pursuant to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: this Section 4(g), (i) the Warrants issued shall not exceed 15% of Executive is determined by the issued Internal Revenue Service to be liable for any income taxes and outstanding common stock of the Borrower; and (ii) such income taxes, if not then due and payable by the exercise price for each relevant Warrant Share Executive, would be due and payable by the Executive upon the ultimate sale or disposition by the Executive of such warrants or the shares exercisable thereunder, then the Company will lend the Executive the amount necessary to presently pay such income taxes and any interest or penalties assessed to the Executive in connection therewith. Such loan by the Company shall be Conversion Price secured by a promissory note delivered by the Executive at the time of such loan and otherwise subject payable to clause 10(b); and the Company. The promissory note will (i) be secured by the warrants issued to the Executive pursuant to this Section 4(g) and the shares exercisable thereunder, (ii) have a face value identical to the amount of such loan, (iii) incur interest at a rate of five percent (5%) per year accruing annually, (iv) become due and payable immediately upon any sale or other disposition by the Warrants may be exercisableExecutive, whether in whole or in part, at any time during of such warrant or the term of this Agreement commencing on the issuance date of the Warrantsshares exercisable thereunder. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration Each Warrant shall initially entitle the Registered Holder of the Lender providing Warrant Certificate representing such Warrant to purchase, at the Loan on Purchase Price therefor, from the terms Initial Warrant Exercise Date until the Warrant Expiration Date, one share of Common Stock upon the exercise thereof, subject to modification and adjustment as provided in Section 11. (b) Upon execution of this Agreement, Warrant Certificates representing 4,000,000 Redeemable Warrants to purchase up to an aggregate of 4,000,000 shares of Common Stock (subject to modification and adjustment as provided in Section 11) shall be executed by the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue Company and deliver, delivered to the satisfaction Warrant Agent. (c) Upon exercise of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisableOver-allotment Option, in whole or in partpart as to the Units, and payment of the applicable sums, Warrant Certificates representing up to 600,000 Redeemable Warrants to purchase up to an aggregate of 600,000 shares of Common Stock (subject to modification and adjustment as provided in Section 11) shall be executed by the Company and delivered to the Warrant Agent. (d) Upon exercise of the Representative's Unit Purchase Option, and payment of the applicable exercise price, Warrant Certificates representing up to 320,000 Common Stock Warrants to purchase up to an aggregate of up to 320,000 shares of Common Stock (subject to modification and adjustment as provided in Section 11 hereof and in the Representative's Option Agreement), shall be executed by the Company and delivered to the Warrant Agent. (e) From time to time, up to the Warrant Expiration Date, as the case may be, the Warrant Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number multiples thereof to the person entitled thereto in connection with any transfer or exchange permitted under this Agreement. Except as provided in Section 8 hereof, no Warrant Certificates shall be issued except: (i) Warrant Certificates initially issued hereunder, (ii) Warrant Certificates issued upon any transfer or exchange of Warrants, (iii) Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 8, (iv) Warrant Certificates issued upon exercise of the Representative's Unit Purchase Option (including Common Stock Warrants in excess of 320,000 issued as a result of the anti-dilution provisions contained in the Representative's Option Agreement), and (v) at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any time during adjustment or change in the term Purchase Price, the number of this Agreement commencing on the issuance date shares of Common Stock purchasable upon exercise of the Warrants, or the Redemption Price therefor, made pursuant to Section 11 hereof. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. The Company shall use its reasonable best efforts to cause holders of all then outstanding warrants to purchase Company Common Stock (aeach a "COMPANY WARRANT") In consideration of the Lender providing the Loan on the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, whether or not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, then exercisable in whole or in part, at to agree to surrender and receive, in exchange for cancellation and in settlement thereof a number of shares of Parent Common Stock for each share of Company Common Stock subject to such Company Warrant (subject to any time during the term of this Agreement commencing on the issuance date of the Warrants. (bapplicable withholding tax) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount equal to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: quotient of (i) the relevant obligation product of each Party (1) the number of shares of Company Common Stock which the holder would be entitled to receive if such Company Warrant were exercised in full immediately prior to the Effective Time MULTIPLIED BY (2) the difference between (x) the Cash Consideration and (y) the exercise price of such share of Company Common Stock under the Company Warrant, to the extent such amount is a positive number DIVIDED BY (ii) the Average Closing Price (such amount being hereinafter referred to as the "WARRANT CONSIDERATION"); PROVIDED, HOWEVER, that with respect to any person subject to Section 16(a) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), any such amount shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act. Upon receipt of the Warrant Consideration, the Company Warrant shall be canceled. The surrender of a Company Warrant to the Company in exchange for the Warrant Consideration shall be deemed fully performed a release of any and discharged; and (ii) no Party shall all rights the holder had or may have any claims whatsoever to the other Party had in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice such Company Warrant. With respect to the Lender’s right to pay (or procuring its Paying Agent to pay) Company Warrants that are not surrendered prior to the Borrower any amount Effective Time, after the Effective Time, the Surviving Corporation shall comply with all applicable terms of the exercise price due for the relevant Shares, without exercising its right to set off.such unsurrendered Company Warrants. 8

Warrants. This certifies that [ ] is the registered owner of Warrants in the number specified above. The Trust Property will be held in trust by the Trustee identified in the Trust Agreement (a) In consideration the “Trust”). The Trust has been created pursuant to a Trust Agreement, dated as of February 28, 2006 (the “Trust Agreement”), between LaSalle Bank National Association, as Trustee of the Lender providing Trust (the Loan “Trustee”), and MS Structured Asset Corp. To the extent not defined herein, all capitalized terms shall have the meanings assigned to such terms in the Trust Agreement and the Terms Schedule attached thereto. This Warrant is one of the Warrants described in the Trust Agreement and is issued under and subject to the terms, provisions and conditions of the Trust Agreement. By acceptance of this Warrant, the Warrantholder assents to and becomes bound by the Trust Agreement. Each Warrant issued by the Trust represents a Call Option and Call Right to purchase $1,000 Unit Principal Balance of the Class A Units and the applicable Class B Equivalent Amount. Exercises on this Certificate will be made in accordance with a written notice to the Warrant Agent specified in the Trust Agreement. This Certificate does not purport to summarize the Trust Agreement and reference is hereby made to the Trust Agreement for information with respect to the rights, benefits, obligations and duties evidenced thereby. A copy of the Trust Agreement may be examined during normal business hours at the Corporate Trust Office of the Trustee, located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and at such other places, if any, designated by the Trustee, by any Warrantholder upon request. Reference is hereby made to the further terms of this AgreementCertificate set forth on the reverse hereof, which further terms shall for all purposes have the Borrower shall, same effect as soon as practicable as determined if set forth at this place. Unless the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction certificate of authentication hereon shall have been executed by an authorized officer of the LenderTrustee, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued manual signature, this Certificate shall not exceed 15% of entitle the issued and outstanding common stock of Warrantholder hereof to any benefit under the Borrower; and (ii) the exercise price Trust Agreement or be valid for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrantspurpose. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration The form of the Lender providing certificate representing Warrants (and the Loan form of election to purchase shares of Common Stock upon the exercise of warrants and the form of assignment period on the reverse thereof) shall be substantially as set forth in Exhibit I to the Warrant Agreement. Each Warrant issuable upon exercise of the Representative's Warrants shall evidence the right to initially purchase one fully paid and non-assessable share of Common Stock at an initial purchase price of $______ per share commencing on the Initial Exercise Date and ending at 5:00 p.m. New York time on the Warrant Expiration Date at which time the Warrant shall expire. The exercise price of the Warrants and the number of shares of Common Stock issuable upon the exercise of the Warrants are subject to adjustment, whether or not the Representative's Warrants have been exercised and the Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 8 of the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Warrants underlying the Representative's Warrants, each registered holder of such Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Warrant Agreement), free and clear of all preemptive rights of stockholders, provided that such registered holder complies with the terms governing exercise of the Warrants set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of this the Warrant Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance . Upon exercise of the Warrants) on , the following key terms: (i) Company shall forthwith issue to the registered holder of any such Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein, the Warrants issued underlying the Representative's Warrants shall not exceed 15% be governed in all respects by the terms of the Warrant Agreement. The Warrants shall be transferable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Warrant Certificate shall be issued promptly to the transferee. The Company covenants to, and outstanding common stock agrees with, the Holder(s) that without the prior written consent of the Borrower; and (ii) Holder(s), the exercise price for Warrant Agreement will not be modified, amended, canceled, altered or superseded, and that the Company will send to each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) Holder, irrespective of whether or not the Warrants may have been exercised, any and all notices required by the Warrant Agreement to be exercisable, in whole or in part, at any time during the term sent to holders of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. This certifies that [ ] is the registered owner of Warrants in the number specified above. The Trust Property will be held in trust by the Trustee identified in the Trust Agreement (a) In consideration the “Trust”). The Trust has been created pursuant to a Trust Agreement, dated as of August 2, 2006 (the “Trust Agreement”), between LaSalle Bank National Association, as Trustee of the Lender providing Trust (the Loan “Trustee”), and MS Structured Asset Corp. To the extent not defined herein, all capitalized terms shall have the meanings assigned to such terms in the Trust Agreement and the Terms Schedule attached thereto. This Warrant is one of the Warrants described in the Trust Agreement and is issued under and subject to the terms, provisions and conditions of the Trust Agreement. By acceptance of this Warrant, the Warrantholder assents to and becomes bound by the Trust Agreement. Each Warrant issued by the Trust represents a Call Option and Call Right to purchase $1,000 Unit Principal Balance of the Units. Exercises on this Certificate will be made in accordance with a written notice to the Warrant Agent specified in the Trust Agreement. This Certificate does not purport to summarize the Trust Agreement and reference is hereby made to the Trust Agreement for information with respect to the rights, benefits, obligations and duties evidenced thereby. A copy of the Trust Agreement may be examined during normal business hours at the Corporate Trust Office of the Trustee, located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and at such other places, if any, designated by the Trustee, by any Warrantholder upon request. Reference is hereby made to the further terms of this AgreementCertificate set forth on the reverse hereof, which further terms shall for all purposes have the Borrower shall, same effect as soon as practicable as determined if set forth at this place. Unless the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction certificate of authentication hereon shall have been executed by an authorized officer of the LenderTrustee, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued manual signature, this Certificate shall not exceed 15% of entitle the issued and outstanding common stock of Warrantholder hereof to any benefit under the Borrower; and (ii) the exercise price Trust Agreement or be valid for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrantspurpose. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration of Each Warrant entitles the Lender providing the Loan on the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, owner thereof to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in partpurchase, at any time during on or after the Effective Date (as such term of this is defined in the Warrant Agreement commencing referred to below) and prior to 5:00 p.m. (Los Angeles, California time) on the issuance date Termination Date (as such term is defined in the Warrant Agreement referred to below), one fully paid and nonassessable share of Common Stock (as such term is defined in the WarrantsWarrant Agreement referred to below) of THE CERPLEX GROUP, INC. , a Delaware corporation (b) To the extent the relevant amount of the Repayable Amount of "COMPANY"), at the Initial Loan was not Purchase Price of __________ ($_____) per share of Common Stock (the "PURCHASE PRICE") upon (i) repaid by the Borrower and/or presentation and surrender of this Warrant Certificate with a form of election to purchase duly executed and (ii) converted into Sharessatisfaction of the Purchase Price in the manner set forth in the Warrant Agreement. The number of shares of Common Stock that may be purchased upon exercise of each Warrant, and the Purchase Price, are the number and the Purchase Price as of the date hereof and are subject to adjustment under certain circumstances as provided in the Warrant Agreement referred to below. The Warrants are issued pursuant to the Warrant Agreement, dated as of April 15, 1996, as amended and restated as of April 9, 1997 and as further amended and restated as of August 20, 1997 (as further amended from time to time, the Lender "WARRANT 43 AGREEMENT"), among the Company and certain initial holders named therein, and are subject to all of the terms, provisions and conditions thereof, which Warrant Agreement is hereby incorporated herein by reference and made a part hereof and to which Warrant Agreement reference is hereby made for a full description of the rights, obligations, duties and immunities of the Company and the holders of the Warrant Certificates. Capitalized terms used, but not defined, herein have the meanings assigned to then, in the Warrant Agreement. This Warrant Certificate shall be exercisable, at the election of the holder, either as an entirety or in part from time to time. If this Warrant Certificate shall be exercised in part, the holder shall be entitled to receive, upon surrender hereof, another Warrant Certificate or Warrant Certificates for the number of Warrants not exercised. This Warrant Certificate, with or without other Warrant Certificates, upon surrender at the office of the Company referred to in Section 1.2(b) of the Warrant Agreement, may be exchanged for another Warrant Certificate or Warrant Certificates of like tenor evidencing Warrants entitling the holder to purchase a like aggregate number of shares of Common Stock as the Warrants evidenced by the Warrant Certificate or Warrant Certificates surrendered shall have a entitled such holder to purchase. Except as expressly set forth in the Warrant Agreement, no holder of this Warrant Certificate shall be entitled to any right to set off vote or receive dividends or be deemed for any purpose the Lender’s obligation holder of shares of Common Stock or of any other Securities of the Company that may at any time be issued upon the exercise hereof, nor shall anything contained in the Warrant Agreement or herein be construed to pay confer upon the holder hereof, as such, any of the rights of a holder of a share of Common Stock in the Company or any right to vote upon any matter submitted to holders of shares of Common Stock at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of Securities, change of par value, consolidation, merger, conveyance, or otherwise) or, except as provided in the Warrant Agreement, to receive notice of meetings, or to receive dividends or subscription rights, or otherwise, until the Warrant or Warrants evidenced by this Warrant Certificate shall have been exercised as provided in the Warrant Agreement. Other than with respect to the original issuance of the Warrants pursuant to the Warrant Agreement, if the Warrant Certificate of the immediate transferor of the holder of this Warrant Certificate bore the second paragraph of the legend set forth above, this Warrant Certificate shall also bear such second paragraph. THIS WARRANT CERTIFICATE AND THE WARRANT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, INTERNAL NEW YORK LAW. 44 WITNESS the signature of a proper officer of the Company as of the date first above written. THE CERPLEX GROUP, INC., By ____________________________ Name: Title: ATTEST: ---------------------------- [Assistant] Secretary 45 [FORM OF ASSIGNMENT] (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE WARRANT CERTIFICATE) FOR VALUE RECEIVED, ___________________________________ hereby sells, assigns and transfers unto --------------------------------------------------------------------- (Please print name and address of transferee.) the accompanying Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint: ---------------------------------------------------------------------- attorney in fact, to transfer the accompanying Warrant Certificate on the books of the Company, with full power of substitution. Dated: _______________, _______. -------------------------------- By _____________________________ NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the accompanying Warrant Certificate or any prior assignment thereof in every particular, without alteration or enlargement or any change whatsoever. (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO EXERCISE ANY WARRANTS REPRESENTED BY THE WARRANT CERTIFICATE) To THE CERPLEX GROUP, INC.: The undersigned hereby irrevocably elects to exercise price set out in clause 10(a)(ii) ___________________ Warrants represented by the accompanying Warrant Certificate to purchase the shares of Common Stock issuable upon the exercise of such Warrants and requests that certificates for such shares be issued in the amount name of: ------------------------------------------------------------------------ (Please print name and address.) ------------------------------------------------------------------------ (Please insert social security or other identifying number.) If such number of Warrants shall not be all the Warrants evidenced by the accompanying Warrant Certificate, a new Warrant Certificate for the balance remaining of such Warrants shall be registered in the name of and delivered to: ------------------------------------------------------------------------ (Please print name and address.) ------------------------------------------------------------------------ (Please insert social security or other identifying number.) Dated: ________________, ____. ----------------------------- By __________________________ NOTICE The signature to the foregoing Election to Purchase must correspond to the name as written upon the face of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out accompanying Warrant Certificate or any prior 47 assignment thereof in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Sharesevery particular, without exercising its right to set offalteration or enlargement or any change whatsoever. 48 EXHIBIT B DETERMINATION OF FAIR MARKET SHARE PRICE.

Warrants. (a) In consideration connection with the purchase of the Lender providing the Loan on the terms of Preferred Shares pursuant to this Agreement, the Borrower shallBuyers shall also receive one Warrant for each Preferred Share purchased to acquire that number of Warrant Shares equal to $500 divided by the Warrant Value. For purposes of the Initial Closing, "WARRANT VALUE" shall mean $1.366997 For purposes of the Additional Closings and the Put Closings, "WARRANT VALUE" shall mean the value of the Warrant as of the applicable Closing Date as determined by use of the Black-Scholes valuation model or by use of such other valuation model as the parties shall mutually agree upon. The determination of the Warrant Value shall be made by Buyers of a majority of the Preferred Shares to be purchased at the Additional Closing or Put Closing, as soon as practicable as determined at the Lender’s sole discretion (but in any casecase may be, not earlier than the first Initial Loan Disbursement Date) issue and deliver, subject to the satisfaction of Company's right to object as described below. Such Buyers shall notify the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower Company in writing of such Warrant Value (including by emaili) reasonably for an Additional Closing, in advance the Additional Share Notice, or (ii) for a Put Closing, at least five business days prior to the issuance Put Closing Date set forth in the Put Share Notice. If the Company does not object in writing to such Buyers' determination of the Warrants) Warrant Value within two business days after receipt of written notice of such Buyers' determination, then the Warrant Value on the following key terms: (i) applicable Closing Date shall be the Warrants issued shall not exceed 15% Warrant Value determined by such Buyers. If the Company objects in writing to such Buyers' determination of the issued Warrant Value and outstanding common stock the parties cannot agree on the Warrant Value within one business day of the Borrower; and Buyers' receipt of the Company's notice of objection, then the Company shall immediately submit the disputed Warrant Value determination to ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (iior any successor thereto) or to another independent, reputable investment bank acceptable to the exercise price for each relevant Warrant Share Buyers of a majority of the Preferred Shares being purchased at the applicable Closing. Such investment bank's determination shall be Conversion Price and otherwise subject binding upon all parties absent manifest error. No Additional Closing or Put Closing shall occur until the Warrant Value with respect to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender such Closing shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) been determined in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationmanner described above. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. PMR hereby agrees (ai) In consideration to assume, effective and contingent upon consummation of the Lender providing merger (the Loan on "PMR MERGER") contemplated by the terms of this AgreementMerger Agreement (the "PMR MERGER AGREEMENT"), the Borrower shallobligations of PSI under the Warrants, including, without limitation, the obligation to issue stock, securities, other property or cash to holders of Warrants upon exercise thereof as soon as practicable as determined at provided in the Lender’s sole discretion Warrants, and (but in any caseii) to execute and deliver to each holder of Warrants, not earlier than simultaneously with the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction consummation of the LenderPMR Merger, a certificate contemplated by Section 2(b) of the Warrants, which shall provide, among other things, that such holder shall have the right thereafter to exercise its Warrants into the amount of shares, par value $0.01 per share, of common stock purchase warrants of PMR ("PMR COMMON STOCK") receivable upon the “Warrants”) to PMR Merger by a holder of the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance number of shares of PSI Common Stock into which such Warrants could have been exercised immediately prior to the issuance PMR Merger (after giving effect to the adjustments provided for under Section 2(c) of the Warrants) on the following key terms: ). PMR hereby further agrees (i) the Warrants issued shall not exceed 15% to assume, effective and contingent upon consummation of the PMR Merger, the obligations of PSI to issue Additional Warrants pursuant to the Securities Purchase Agreement, (ii) upon consummation of the PMR Merger, to issue at each Additional Closing warrant certificates representing the Additional Warrants to be issued at such Additional Closing, in substantially similar form to the Warrant Certificates and (iii) that each such warrant certificate issued by PMR shall represent Warrants to purchase the amount of shares of PMR Common Stock receivable upon the PMR Merger by a holder of the number of shares of PSI Common Stock into which such Warrants could have been exercised immediately prior to the PMR Merger (assuming, for these purposes, that such Warrants were issued and outstanding common stock at the time of the Borrower; and (iiPMR Merger and after giving effect to the adjustments provided for under Section 2(c) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants). (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration The form of the Lender providing certificate representing Warrants (and the Loan form of election to purchase shares of Common Stock upon the exercise of Warrants and the form of assignment period on the reverse thereof) shall be substantially as set forth in Exhibit "A" to the Warrant Agreement. Each Warrant issuable upon exercise of the Representative's Warrants shall evidence the right to initially purchase one fully paid and non-assessable share of Common Stock at an initial purchase price of $7.20 per share commencing on the Initial Exercise Date and ending at 5:00 p.m. New York time on the Warrant Expiration Date at which time the Warrant shall expire. The exercise price of the Warrants and the number of shares of Common Stock issuable upon the exercise of the Warrants are subject to adjustment, whether or not the Representative's Warrants have been exercised and the Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 8 of the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Warrants underlying the Representative's Warrants, each registered holder of such Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Warrant Agreement), free and clear of all preemptive rights of stockholders, provided that such registered holder complies with the terms governing exercise of the Warrants set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of this the Warrant Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance . Upon exercise of the Warrants) on , the following key terms: (i) Company shall forthwith issue to the registered holder of any such Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein, the Warrants issued underlying the Representative's Warrants shall not exceed 15% be governed in all respects by the terms of the Warrant Agreement. The Warrants shall be transferable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Warrant Certificate shall be issued promptly to the transferee. The Company covenants to, and outstanding common stock agrees with, the Holder(s) that without the prior written consent of the Borrower; and (ii) Holder(s), the exercise price for Warrant Agreement will not be modified, amended, canceled, altered or superseded, and that the Company will send to each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) Holder, irrespective of whether or not the Warrants may have been exercised, any and all notices required by the Warrant Agreement to be exercisable, in whole or in part, at any time during the term sent to holders of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. This certifies that [ ] is the registered owner of Warrants in the number specified above. The Trust Property will be held in trust by the Trustee identified in the Trust Agreement (a) In consideration the “Trust”). The Trust has been created pursuant to a Trust Agreement, dated as of December 16, 2005 (the “Trust Agreement”), between LaSalle Bank National Association, as Trustee of the Lender providing Trust (the Loan “Trustee”), and MS Structured Asset Corp. To the extent not defined herein, all capitalized terms shall have the meanings assigned to such terms in the Trust Agreement and the Terms Schedule attached thereto. This Warrant is one of the Warrants described in the Trust Agreement and is issued under and subject to the terms, provisions and conditions of the Trust Agreement. By acceptance of this Warrant, the Warrantholder assents to and becomes bound by the Trust Agreement. Each Warrant issued by the Trust represents a Call Option and Call Right to purchase $1,000 Unit Principal Balance of Units. Exercises on this Certificate will be made in accordance with a written notice to the Warrant Agent specified in the Trust Agreement. This Certificate does not purport to summarize the Trust Agreement and reference is hereby made to the Trust Agreement for information with respect to the rights, benefits, obligations and duties evidenced thereby. A copy of the Trust Agreement may be examined during normal business hours at the Corporate Trust Office of the Trustee, located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and at such other places, if any, designated by the Trustee, by any Warrantholder upon request. Reference is hereby made to the further terms of this AgreementCertificate set forth on the reverse hereof, which further terms shall for all purposes have the Borrower shall, same effect as soon as practicable as determined if set forth at this place. Unless the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction certificate of authentication hereon shall have been executed by an authorized officer of the LenderTrustee, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued manual signature, this Certificate shall not exceed 15% of entitle the issued and outstanding common stock of Warrantholder hereof to any benefit under the Borrower; and (ii) the exercise price Trust Agreement or be valid for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrantspurpose. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. At the Effective Time, to the extent not exercised prior to the Effective Time, each outstanding warrant to purchase shares of State Petroleum Common Stock (a "State Petroleum Warrant") set forth on Schedule 3.5 of the disclosure schedules shall be automatically converted into a warrant to acquire such number of shares of Company Common Stock (a "Company Warrant") as the holder of such State Petroleum Warrants would have been entitled to receive as Merger Shares had such holder exercised such State Petroleum Warrant in full immediately prior to the Effective Time at an exercise price per share of Company Common Stock appropriately adjusted such that the aggregate exercise price for such Company Warrant shall be the same as it was prior to the Effective Time. At the Effective Time, State Petroleum shall expressly assume the due and punctual observance and performance of each and every covenant contained in, and condition of, the State Petroleum Warrants to be performed and observed by State Petroleum and all the obligations and liabilities thereunder. (a) In consideration of As promptly as practicable after the Lender providing the Loan on the terms of this AgreementEffective Time, the Borrower shall, as soon as practicable as determined at Company shall deliver to each holder of a State Petroleum Warrant a notice that contains a calculation in reasonable detail and accurately reflects the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, number of shares of Company Common Stock that each such holder is entitled to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) receive upon the exercise price for of such holder's State Petroleum Warrant and the applicable adjusted exercise price. Together with such notice, or as part of such notice, Company shall deliver a duly executed confirmation that Company has expressly assumed the due and punctual observance and performance of each relevant and every covenant contained in, and condition of, the applicable State Petroleum Warrant Share shall to be Conversion Price performed and otherwise subject to clause 10(b); and (iii) observed by State Petroleum and all the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrantsobligations and liabilities thereunder. (b) To the extent the relevant amount The number of shares of Company Common Stock issuable upon exercise of the Repayable Amount Company Warrants shall be reserved by Company out of authorized but unissued Company Common Stock for issuance upon exercise in full of all Company Warrants after the Effective Time. Notwithstanding the foregoing, upon the expiration of the Initial Loan was not (i) repaid by Company Warrants, such Company Common Stock reserved for issuance upon the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower Company Warrants shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall no longer be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationreserved. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (1) Prior to the Exercise Time, the Target Entity shall take steps necessary to permit each Warrantholder to exercise his or her Warrants on the terms described in this Section 2.5. (2) Immediately following receipt of the Purchaser Advance, the Corporation shall offer to each Qualified Warrantholder a loan (each, a "Warrant Loan") in the aggregate amount equal to and, for greater certainty, not to exceed, the aggregate exercise price payable by such Qualified Warrantholder in respect of such Qualified Warrantholder's Warrants. (3) The terms of the Warrant Loans will provide that each Qualified Warrantholder who elects to exercise Warrants prior to the Exercise Time and who elects to accept a Warrant Loan shall: (a) In consideration effective as of the Lender providing Exercise Time, exercise all Warrants that he or she is entitled to exercise; (b) direct the Target Entity to retain the Warrant Loan on provided to such Qualified Warrantholder by the terms of this AgreementCorporation, the Borrower shallwithout cost or interest, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants exercise price to be paid by such Qualified Warrantholder upon the exercise of all of such Warrants; (c) direct the “Warrants”) Target Entity to issue notices of uncertificated shares registered in the Lender (or name of such Qualified Warrantholder evidencing the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance number and class of the Warrants) Target Shares issuable on the following key terms: (i) exercise of his or her Warrants, and to deliver notices of uncertificated shares to Purchaser in connection with the Warrants issued shall not exceed 15% Closing to facilitate the transfer and sale of the issued and outstanding common stock of the Borrowersuch Target Shares to Purchaser; and (iid) direct that a portion of the exercise price for each relevant Warrant Share shall cash proceeds of sale to be Conversion Price and otherwise subject paid to clause 10(b); and (iiisuch former Qualified Warrantholder pursuant to Section 2.7(1)(a) be paid to the Warrants may be exercisableTarget Entity, in whole or in part, at any time during order to repay the term of this Agreement commencing on the issuance date full amount of the WarrantsWarrant Loan provided to such former Qualified Warrantholder. (b4) To The Target Entity and the extent Warrantholders shall execute, deliver or cause to be done all acts, documents and things as may be required or necessary for the relevant amount purposes of giving effect to the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right transactions relating to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out described in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationSection 2.5. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration At the Effective Time, all outstanding Warrants shall be, by virtue of the Lender providing the Loan Merger and without any action on the terms part of this Agreementthe Purchaser, the Borrower shallCompany or otherwise, cancelled as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the LenderEffective Time, common stock purchase warrants (the “Warrants”) and each Warrantholder shall cease to the Lender (or the Transferee have any rights with respect thereto, other than as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrantsexpressly set forth herein. (b) To At the extent Effective Time, each Warrantholder that has delivered to the relevant amount Purchaser a Warrant Cancellation Agreement shall become entitled to receive in respect of the Repayable Amount of the Initial Loan was not such Warrant: (i) repaid an amount in cash equal to the product of (A) the excess of the Per Unit Portion of the Estimated Closing Cash Proceeds over the applicable exercise price per share of such Warrant, multiplied by (B) the Borrower and/or number of Units such holder could have purchased if such holder had exercised such Warrant in full (and paid the applicable exercise price in respect thereof) immediately prior to such time (the “Exercisable Warrant Units”), which amount shall be payable to the holder thereof at the Closing; (ii) converted into Sharesan amount in cash equal to the product of (A) the Per Unit Portion of any amounts paid to the Representative or to the Paying Agent at the Representative’s direction (on behalf of the Members, Optionholders and Warrantholders) pursuant to Section 3.03(h)(ii), but subject to Section 12.13, multiplied by (B) the number of Exercisable Warrant Units of such Warrantholder; (iii) an amount in cash equal to the product of (A) the Per Unit Portion of the Purchase Price Adjustment Escrow Funds finally distributed to the Representative or to the Paying Agent at the Representative’s direction (on behalf of the Members, Optionholders and Warrantholders) pursuant to Section 3.03, the Lender shall have a right Escrow Agreement or otherwise, but subject to set off Section 12.13, multiplied by (B) the Lender’s obligation number of Exercisable Warrant Units of such Warrantholder; and (iv) an amount in cash equal to pay the Warrants exercise price set out in clause 10(a)(iiproduct of (A) in the amount Per Unit Portion of any portion of the Repayable Representative Holdback Amount released by, or caused to be released by, the Representative (on behalf of the Initial Loan then outstanding against Members, Optionholders and Warrantholders) pursuant to Section 12.13(a) or otherwise, multiplied by (B) the relevant obligation number of Exercisable Warrant Units of such Warrantholder. The aggregate consideration to which Warrantholders become entitled pursuant to this Section 2.05(b) is collectively referred to herein as the “Warrantholders’ Merger Consideration” and the portion of the Borrower Warrantholders’ Merger Consideration payable solely with respect to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) of this Section 2.05(b) is referred to herein as the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation“Warrantholders’ Closing Consideration”. (c) Clause 10(bThe Surviving Entity shall act as paying agent in effecting the payment of the Warrantholders’ Closing Consideration through the Surviving Entity’s payroll system, if applicable, on the next regularly scheduled payroll date after the Closing Date. The Surviving Entity (or any other Person that has any withholding obligation with respect to any payment made pursuant to this Section 2.05) shall be without prejudice entitled to deduct and withhold from any payments to be made pursuant to this Section 2.05 any Taxes required to be deducted and withheld with respect to the Lender’s right making of such payments under the Code or any other applicable provision of Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to pay (such Warrantholder on behalf of whom such deduction and withholding was made. Furthermore, in order to ensure compliance with all applicable Tax withholding requirements, the Representative or procuring its the Paying Agent at the Representative’s direction may pay or direct payment of any funds which are to paybe paid to or for the benefit of the Warrantholders (including any portion of the Warrantholders’ Merger Consideration) to the Borrower Surviving Entity and have such amounts paid through the Surviving Entity’s payroll system, if applicable, on the next regularly scheduled payroll date after the date of receipt of such amounts. Upon payment of any amount such amounts to the Surviving Entity, the Representative or the Paying Agent, as applicable, shall be relieved of its obligation to pay such amounts to the exercise price due for the relevant Shares, without exercising its right to set offWarrantholders.

Warrants. (a) In consideration of all rights and obligations set forth herein, the Borrower shall grant to Lender or a designated subsidiary of Lender (for purposes of this Section 19, Lender and the designated subsidiary shall be collectively referred to as the “Lender”), on the date of this Agreement a stock purchase warrant in form and substance acceptable to Lender, which shall grant the Lender providing the Loan right to purchase 721,510 shares of the Borrower’s common stock, at an exercise price of $0.11 per share (which is the market price as quoted on the OTCBB at the close of business on October 30, 2002). The stock purchase warrant shall also provide that after the one year anniversary of the date of its issuance, the Lender shall have the right to request that the Borrower register the shares underlying the stock purchase warrant on Form S-3 with the SEC, as defined below, in accordance with the terms and conditions set forth in the stock purchase warrant. Borrower shall be responsible at its sole expense for the preparation of this Agreementthe stock purchase warrant. The Borrower and Lender recognize that the grant of the stock purchase warrant will trigger compliance with certain rules and regulations of the Securities and Exchange Commission (the “SEC”) and that certain forms will be required to be filed by Lender with the SEC, and Borrower shall assist Lender in the preparation and timely filing thereof at Borrower’s sole expense. Borrower, at its sole expense, shall comply with all federal and state laws, and all rules and regulations of the SEC, any other governmental agency or any exchange that the Borrower’s common stock is listed, with respect to the grant of the stock purchase warrant including, without limitation, the timely filing of any forms or notices with the SEC. With respect to the grant of the stock purchase warrant, the Borrower shall, as soon as practicable as determined at to the Lender’s sole discretion (but fullest extent permissible under applicable law, indemnify and hold the Lender harmless from and against any claims, damages, losses, obligations, liabilities, costs and expenses including, without limitation, reasonable attorneys’ fees and other costs and expenses incident to any suit, action, investigation, claim or proceeding to the extent such is related in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: manner to: (i) the Warrants issued shall not exceed 15% of failure to properly prepare or file the issued and outstanding common stock of required forms to be filed with the Borrower; and SEC, or (ii) any other claim related to the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date grant of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount stock purchase warrant to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever but only to the other Party in extent such claims, damages, losses, obligations, liabilities, costs and expenses arise out of or are based upon inaccurate or incomplete information furnished by Borrower with respect of the performance of the relevant obligationthereto. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

Warrants. (a) In consideration Prior to the Effective Time, the Board of Directors of KKR and the Board of Directors of FRI (or, if appropriate, a committee thereof) shall adopt appropriate resolutions and take all other actions necessary, including, without limitation, amending any applicable warrant agreements, to provide that effective at the Effective Time, all warrants to purchase KKR Common Shares issued pursuant to the warrant agreements and arrangements set forth on Schedule 2.8 (the "KKR Warrants"), shall be assumed by FRI and upon the occurrence of the Lender providing ------------ Effective Time, and without any action by the Loan on the terms of this Agreementholder thereof, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase such KKR Warrants shall be converted automatically into warrants (the “"Roll-over Warrants”") to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) ------------------ purchase FRI Shares, on the following key termssame terms and conditions as were applicable under the KKR Warrants, in an amount and at an exercise price as provided below: (i) the Warrants issued shall not exceed 15% number of FRI Shares to be the subject of the issued and outstanding common stock Roll-over Warrant shall be equal to the number of KKR Common Shares remaining (as of immediately prior to the BorrowerEffective Time) subject to the original KKR Warrant; and (ii) the exercise price for each relevant per FRI Share under the Roll-over Warrant Share shall be Conversion Price equal to the exercise price per KKR Share under the original KKR Warrant. After the Effective Time, each Roll-over Warrant shall be exercisable and otherwise subject shall, if not accelerated, vest upon the same terms and conditions (if any) as were applicable to clause 10(bthe related KKR Warrant immediately prior to the Effective Time (except that, with regard to such Roll-over Warrant, any references to KKR shall be deemed, as appropriate, to include FRI); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount FRI shall take all corporate action necessary to reserve for issuance a sufficient number of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount FRI Shares for delivery pursuant to the Lender. In KKR Warrants assumed in accordance with this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligationSection 2.8. (c) Clause 10(b) shall be without prejudice The Board of Directors of each of FRI and KKR shall, prior to the Lender’s right Effective Time, as appropriate, take appropriate action to pay (or procuring its Paying Agent to pay) to approve the Borrower any amount deemed cancellation of the exercise price due KKR Warrants and the deemed grant of the Roll-over Warrants for purposes of Section 16(b) of the relevant Shares, without exercising its right to set offExchange Act.

Warrants. Each warrant to purchase the Company Common Stock (aa "Company Warrant") In consideration of the Lender providing the Loan on the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance outstanding immediately prior to the issuance Effective Time shall at the Effective Time or at an earlier time, if previously agreed to by the Purchaser, be deemed to constitute a warrant to acquire, on the same terms and conditions as were applicable under such Company Warrant immediately prior to the Effective Time, the Merger Consideration. In addition, the Company shall make the provision for a cash payment to each holder of a Company Warrant unexercised and outstanding at the Effective Time in accordance with this Section 2.11(k). Each Company Warrant unexercised and outstanding at the Effective Time shall be cancelled upon the Effective Date and will no longer be valid and enforceable in exchange for a cash payment to the holder of the Warrants) on Company Warrant in an amount equal to the following key terms: excess of (i) the Warrants issued shall not exceed 15% Merger Consideration multiplied by the number of shares of Company Common Stock purchasable pursuant to such Company Warrant immediately prior to the issued and outstanding common stock of the Borrower; and Effective Time over (ii) the aggregate exercise price for the Company Common Stock purchasable pursuant to such Company Warrant immediately prior to the Effective Time (in each relevant case assuming such Company Warrant Share had been fully vested and fully exercisable as of the Effective Time), less any amounts as are required to be deducted and withheld under the Code or any provision of state or local tax law in connection with such payment (the "Warrant Spread Payment"). The Company shall make the Warrant Spread Payment at or promptly following the Effective Time by check or wire transfer of immediately available funds as directed by the holder of the Company Warrant. Prior to consummation of the Offer, the Company shall use its best efforts to obtain from each holder of a Company Warrant a letter of transmittal representing such holder's agreement that (x) such holder will accept the applicable Warrant Spread Payment (less any amounts as required to be deducted and withheld under the Code or any provision of state or local tax law in connection with such payment) as full payment for each Company Warrant held by such holder and (y) upon such payment all such Company Warrants shall be Conversion Price cancelled and otherwise subject to clause 10(b); and (iii) the Warrants may will no longer be exercisable, in whole valid or in part, at any time during the term of this Agreement commencing on the issuance date enforceable. As of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into SharesEffective Time, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party person shall have any claims whatsoever right under any Company Warrants with respect to the other Party in respect any equity securities of the performance of Surviving Corporation or any Subsidiary thereof, except the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to receive the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set offpayable under this Section 2.11(k).