Common use of Warrants Clause in Contracts

Warrants. EPC shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ warrants to purchase shares of EPC’s common stock, $0.01 par value per share (“Common Stock”) (the “Warrants”). EPC shall issue to Cargill a Warrant to purchase a number of shares of Common Stock equal to one percent (1%) of the outstanding shares of Common Stock, on a fully diluted basis, on such date (the “Warrant Issuance Date”) Cargill delivers to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the aggregate (the “Warrant Issuance Conditions”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Date, the number of shares of Common Stock subject to the Warrant to be issued would, when added to the number of shares of Common Stock subject to Warrants previously issued, exceed four and 99/100 percent (4.99%) of the outstanding shares of Common Stock on such Warrant Issuance Date, then the Warrant to be issued shall cover only that number of shares of Common Stock which, when added to the number of shares of Common Stock subject to previously issued Warrants, equals 4.99% of the outstanding Common Stock on such Warrant Issuance Date, and EPC shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement. Each Warrant shall have an exercise price per share equal to seventy-five percent (75%) of the closing price of the Common Stock on the last trading day immediately prior to the Warrant Issuance Date. All share calculations pursuant to this Section 2.1(a) shall be rounded to the nearest whole share.

Warrants. EPC shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ As partial consideration for Caster's covenants and agreements contained herein, PMSI agrees that it shall, subject to satisfaction of the conditions set forth in this Section, issue to Caster, on or before April 30 in the years 2001, 2002, 2003, 2004 and 2005 (the "Warrant Issue Dates"), five warrants (one on each Warrant Issue Date) in substantially the form attached hereto as Exhibit D (the "Warrants"), each entitling Caster to purchase twenty thousand (20,000) shares (as adjusted for any stock splits, stock dividends, recapitalizations and the like after the Effective Time) of EPC’s common stock, $0.01 par value per share common stock of PMSI. As used herein, a "Warrant Issue Period" shall mean, with respect to any Warrant Issue Date, the preceding twelve (“Common Stock”12) (month period ending on the “Warrants”)last day of February of that year. EPC shall As a condition to PMSI's obligation to issue to Cargill a Warrant to purchase a number on the Warrant Issue Date of shares of Common Stock equal to April 30, 2001, Newco's consolidated net income, determined using generally accepted accounting principles consistently applied ("Consolidated Net Income"), for the respective Warrant Issue Period must exceed one hundred twenty percent (1120%) of the outstanding shares of Common StockConsolidated Net Income for the period beginning March 1, 1999 and ending February 29, 2000. As a condition to PMSI's obligation to issue a Warrant on a fully diluted basis, on such date (the “Warrant Issuance Date”) Cargill delivers to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the aggregate (the “Warrant Issuance Conditions”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be Issue Dates in the form attached to this Agreement as Schedule 5. Ifyears 2002, on any 2003, 2004 and 2005, Newco's increase in Consolidated Net Income for the respective Warrant Issuance Date, the number of shares of Common Stock subject to the Warrant Issue Period must exceed a target amount to be issued woulddetermined in advance of each Warrant Issue Period by the vote or written consent of two of the three managers of Newco; provided, when added to the number of shares of Common Stock subject to Warrants previously issuedhowever, that such target amount cannot exceed four and 99/100 (a) one hundred twenty percent (4.99120%) of the outstanding shares Consolidated Net Income for the Warrant Issue Period ending on the last day of Common Stock on such February in the full calendar year immediately preceding the Warrant Issuance Issue Date, then or (b) with respect to Warrants issuable on or after the 2003 Warrant to be issued shall cover only that number of shares of Common Stock which, when added to the number of shares of Common Stock subject to previously issued Warrants, equals 4.99% of the outstanding Common Stock on such Warrant Issuance Issue Date, and EPC shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement. Each Warrant shall have an exercise price per share equal to seventyone hundred forty-five four percent (75144%) of the closing price of Consolidated Net Income for the Common Stock Warrant Issue Period ending on the last trading day immediately prior to of February in the second most recent full calendar year that precedes the Warrant Issuance Issue Date. All share calculations The rights under each Warrant issued pursuant to this Section 2.1(ashall vest twenty percent (20%) upon the expiration of each full year following the date of grant, until completely vested, and the Warrant and any unexercised right to purchase shares shall terminate immediately upon the expiration of six (6) years following the date of grant. The per share exercise price applicable to each Warrant shall equal one hundred percent (100%) of the average of the closing NASDAQ per share price for the ten (10) trading days immediately prior to December 31 of the year immediately preceding the date of grant of such Warrant. The total maximum number of shares with respect to which Warrants may be rounded issued pursuant to this Section is one hundred thousand (100,000) (as adjusted for any stock splits, stock dividends, recapitalizations and the nearest whole sharelike after the Effective Time). The total maximum number of Warrants that may be issued pursuant to this Section is five (5).

Warrants. EPC shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ warrants to purchase shares of EPC’s common stock, $0.01 par value per share (“Common Stock”a) (On the “Warrants”). EPC shall issue to Cargill a Warrant to purchase a number of shares of Common Stock equal to one percent (1%) of the outstanding shares of Common Stock, on a fully diluted basis, on such date (the “Warrant Issuance Date”) Cargill delivers to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the aggregate (the “Warrant Issuance Conditions”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Closing Date, the number of shares of Common Stock Company will issue and deliver to Investments a Fifth Amendment Warrant (an "Initial Fifth Amendment Warrant") to acquire one million nine hundred fifty thousand (1,950,000) Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Warrant Depositary Shares). (b) The Company shall have the option to be issued wouldextend the then Demand Date, when added as such term is defined in the Loan Agreement, to the number of shares of Common Stock subject to Warrants previously issued, exceed four and 99/100 percent (4.99%) last day of the outstanding shares of Common Stock on such Warrant Issuance Date, month immediately following the month in which the Demand Date would then occur by providing written notice (the Warrant to be issued shall cover only that number of shares of Common Stock which, when added "Extension Notice") to the number Holders (as defined in the Loan Agreement) and to the holders of shares of Common Series H Preferred Stock subject not less than thirty five (35) days prior to previously issued Warrantsthe then Demand Date. As a condition to each such extension, equals 4.99% of the outstanding Common Stock on such Warrant Issuance Date, and EPC Company shall not be obligated to issue any further and deliver Fifth Amendment Warrants pursuant (each, an "Additional Fifth Amendment Warrant") to Investments according to the terms following schedule and in the following amounts (for the avoidance of this doubt, such amounts are cumulative): (i) in the event that the Company wishes to extend the Demand Date to July 31, 2001, an Additional Fifth Amendment Warrant to purchase one million (1,000,000) Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares) one (1) Business Day before the then Demand Date, provided that, in the event that the Note (as such term is defined in the Loan Agreement. Each Warrant ) is repaid in full before the then Demand Date, the Company shall have no obligation to issue and deliver such Additional Fifth Amendment Warrant; (ii) in the event that the Company wishes to extend the Demand Date to August 31, 2001, an exercise price per share equal Additional Fifth Amendment Warrant to seventy-five percent purchase one million (75%1,000,000) of Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the closing price of Depositary Shares) one (1) Business Day before the Common Stock on then Demand Date, provided that, in the last trading day immediately event that the Note is repaid in full before the then Demand Date, the Company shall have no obligation to issue and deliver such Additional Fifth Amendment Warrant; (iii) in the event that the Company wishes to extend the Demand Date to September 30, 2001, an Additional Fifth Amendment Warrant to purchase one million (1,000,000) Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares) one (1) Business Day before the then Demand Date, provided that, in the event that the Note is repaid in full before the then Demand Date, the Company shall have no obligation to issue and deliver such Additional Fifth Amendment Warrant; (iv) in the event that the Company wishes to extend the Demand Date to October 31, 2001, an Additional Fifth Amendment Warrant to purchase two million (2,000,000) Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares) one (1) Business Day before the then Demand Date, provided that, in the event that the Note is repaid in full before the then Demand Date, the Company shall have no obligation to issue and deliver such Additional Fifth Amendment Warrant; (v) in the event that the Company wishes to extend the Demand Date to November 30, 2001, an Additional Fifth Amendment Warrant to purchase two million (2,000,000) Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares) one (1) Business Day before the then Demand Date, provided that, in the event that the Note is repaid in full before the then Demand Date, the Company shall have no obligation to issue and deliver such Additional Fifth Amendment Warrant; and (vi) in the event that the Company wishes to extend the Demand Date to December 31, 2001, an Additional Fifth Amendment Warrant to purchase two million (2,000,000) Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares) one (1) Business Day before the then Demand Date, provided that, in the event that the Note is repaid in full before the then Demand Date, the Company shall have no obligation to issue and deliver such Additional Fifth Amendment Warrant. (c) Notwithstanding the foregoing, if prior to the Warrant Issuance Date. All share calculations then Demand Date (i) the Board of Directors of the Company approves a transaction involving the sale of the Company (through a merger, consolidation, sale, conveyance or lease of all or substantially all of its assets, or otherwise), (ii) the consideration from such transaction that would be paid to the holders of the Company's Depositary Shares for each Depositary Share (whether directly from the Acquiror or by distribution by the Company) would exceed $.10 per Depositary Share (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares), (iii) the Company is prohibited from engaging in such transaction without the approval of the Purchasers in accordance with the Series G Purchase Agreement, as amended by this Fifth Amendment, or Investments in accordance with the Loan Agreement, and (iv) such required approval is not given by the Purchasers and Investments within 10 days after such approval is requested in writing by the Company (such events being referred to as a "Company Sale Rejection"), then the Company may extend the Demand Date to December 31, 2000 without any obligation to issue Additional Fifth Amendment Warrants to Investments pursuant to this Section 2.1(a) shall be rounded to the nearest whole share.2.2(b). ARTICLE III

Warrants. EPC shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ warrants (i) The Company agrees to issue to the Buyer, and the Buyer agrees to purchase shares of EPC’s common stockfrom the Company, $0.01 par value per share on each Closing Date a transferable warrant (each, a “Common Stock”) (Warrant” and, collectively, the “Warrants”). EPC shall issue ) for the purchase of 15,000,000 shares (such number being subject, with respect to Cargill a Warrant each Additional Closing Date, to purchase a adjustment to the same extent that the number of shares of Common Stock equal to one percent (1%) issuable on exercise of the Initial Warrant would be adjusted, assuming such Warrant was outstanding shares and had not been exercised in whole or in part; the number of Common Stocksuch shares, as adjusted if applicable, the “Closing Date Warrant Amount”). The purchase price for the Warrant issued on a fully diluted basis, on such date each relevant Closing Date is $15,000 (the “Warrant Issuance Date”) Cargill delivers to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the aggregate (the “Warrant Issuance ConditionsPurchase Price”), and thereafter shall issue Warrants on . For each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Closing Date, the number of shares of Common Stock subject Warrant Purchase Price divided by the Closing Date Warrant Amount is referred to as the “Per Share Warrant Purchase Price.” The Buyer will pay the Warrant Purchase Price to the Warrant to be issued would, when added to Company on the number of shares of Common Stock subject to Warrants previously issued, exceed four and 99/100 percent relevant Closing Date as provided in Section 1(c) hereof. (4.99%ii) of the outstanding shares of Common Stock on such Warrant Issuance Date, then the Warrant to be issued shall cover only that number of shares of Common Stock which, when added to the number of shares of Common Stock subject to previously issued Warrants, equals 4.99% of the outstanding Common Stock on such Warrant Issuance Date, and EPC shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement. Each Warrant shall have an exercise price per share (each, an “Exercise Price”) equal to seventy-five percent (75x) (1) the VWAP on the Trading Day immediately before the relevant Closing Date, multiplied by (2) 110%, less (y) the Per Share Warrant Purchase Price for that Closing Date. (iii) Each Warrant shall be exercisable commencing on the Closing Date on which it is issued and shall expire at the close of the closing price of the Common Stock business on the last trading day immediately prior to of the calendar month in which the seventh annual anniversary of the Issue Date of such Warrant Issuance Dateoccurs, except that each Warrant shall provide that the Company may, upon the terms and conditions provided in the Warrant, accelerate the expiration date of the Warrant. (iv) Each Warrant shall have cashless exercise rights and automatic exercise provisions, each as provided in the Warrant. All share calculations pursuant to this Section 2.1(a) Except as specified above, each Warrant shall generally be rounded to in the nearest whole share.form annexed hereto as Annex V.

Warrants. EPC shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ warrants to purchase shares of EPC’s common stockThis Warrant Certificate certifies that , $0.01 par value per share or its registered assigns (“Common StockHolder”) ), is the holder of Warrants to purchase, in whole or in part, at any time from the date of this Warrant Certificate until 5:00 p.m. Fort Worth, Texas time on [April 1, 2010] (the “WarrantsExpiration Date”). EPC shall issue to Cargill a Warrant to purchase a number of shares of Common Stock equal to one percent (1%, ( ) of the outstanding fully paid and non-assessable shares of Common Stock, on par value $0.01 per share (the “Common Stock”), of XTO ENERGY INC., a fully diluted basisDelaware corporation (the “Company”), on such at the initial exercise price, subject to adjustment in certain events (the “Common Stock Exercise Price”), of $36.00 per share, upon surrender of this Warrant Certificate and payment of the Common Stock Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Warrant Agreement of even date herewith between the Company and Holder (the “Warrant Issuance Date”) Cargill delivers to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the aggregate (the “Warrant Issuance ConditionsAgreement”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Date, the number of shares of Common Stock subject to the Warrant to be issued would, when added to the number of shares of Common Stock subject to Warrants previously issued, exceed four and 99/100 percent (4.99%) of the outstanding shares of Common Stock on such Warrant Issuance Date, then the Warrant to be issued shall cover only that number of shares of Common Stock which, when added to the number of shares of Common Stock subject to previously issued Warrants, equals 4.99% of the outstanding Common Stock on such Warrant Issuance Date, and EPC shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement. Each Warrant shall have an exercise price per initially entitles the Holder to purchase one (1) share equal to seventy-five percent (75%) of the closing price Common Stock. Payment of the Common Stock Exercise Price shall be made by federal wire transfer of immediately available funds payable to the order of the Company or by net exercise as provided in the Warrant Agreement. No Warrant may be exercised after 5:00 p.m., Fort Worth, Texas time, on the last trading day immediately Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Warrants evidenced by this Warrant Certificate are issued pursuant to the Warrant Issuance DateAgreement, which is hereby incorporated by reference in, and made a part of, this instrument and which is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the Holder. The Warrant Agreement provides that, upon the occurrence of certain events and subject to certain conditions, the Common Stock Exercise Price and the number and/or kind of securities issuable upon exercise of Warrants may be adjusted. In such event, at the written request of the Holder and in exchange for the old Warrant Certificate, the Company will issue a new Warrant Certificate evidencing the adjustment in the Common Stock Exercise Price and the number and/or kind of securities issuable upon the exercise of Warrants; provided, however, that the failure of the Company to issue any such new Warrant Certificate shall not in any way adversely change, alter or otherwise impair the rights of the Holder pursuant to the Warrant Agreement. Upon due presentment for registration of assignment of this Warrant Certificate at an office or agency of the Company, and subject to the limitations provided herein and in the Warrant Agreement, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the assignee(s) in exchange for this Warrant Certificate without charge except for taxes or other governmental charges that are imposed in connection with such transfer. Notwithstanding any notation of ownership or other writing hereon made by anyone, the Company may deem and treat the Holder as the absolute owner(s) of this Warrant Certificate for the purpose of any exercise of Warrants or of any distribution to the Holder and for all other purposes, and the Company shall not be affected by any notice to the contrary. All share calculations pursuant terms used in this Warrant Certificate that are defined in the Warrant Agreement shall have the meanings respectively ascribed to this Section 2.1(a) shall be rounded to them in the nearest whole shareWarrant Agreement.

Warrants. EPC Prior to the Effective Time, and immediately prior to the conversion of Sunrise Warrants (as defined below) pursuant to Section 6.04(g) of the Merger Agreement, Newco and the Company shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ warrants use their commercially reasonable efforts to take all necessary actions to cause each outstanding warrant to purchase shares of EPC’s common stock, $0.01 par value per share Company Common Stock (each an “Original Warrant”) to be converted into a warrant to purchase Company Common Stock and a warrant to purchase Newco Common Stock (“Common Stock”) (the Sunrise Warrants” and “Newco Warrants”, respectively). EPC shall issue to Cargill a Warrant to purchase a The number of shares of Newco Common Stock subject to a Newco Warrant shall equal to one percent (1%) of the outstanding shares of Common Stock, on a fully diluted basis, on such date (the “Warrant Issuance Date”) Cargill delivers to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the aggregate (the “Warrant Issuance Conditions”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Date, the number of shares of Company Common Stock subject to the Original Warrant to be issued would, when added to multiplied by the number of shares of Common Stock subject to Warrants previously issued, exceed four and 99/100 percent Newco Exchange Ratio (4.99%) of the outstanding shares of Common Stock on such Warrant Issuance Date, then the Warrant to be issued shall cover only that number of shares of Common Stock which, when added to the number of shares of Common Stock subject to previously issued Warrants, equals 4.99% of the outstanding Common Stock on such Warrant Issuance Date, and EPC shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement. Each Warrant shall have an exercise price per share equal to seventy-five percent (75%) of the closing price of the Common Stock on the last trading day immediately prior to the Warrant Issuance Date. All share calculations pursuant to this Section 2.1(a) shall be rounded to the nearest whole share), and the number of shares of Company Common Stock subject to a Sunrise Warrant shall equal the number of shares of Company Common Stock subject to the Original Warrant. The exercise price of the Sunrise Warrant, and the exercise price of the Newco Warrant shall each be set, so that the combined exercise price of such warrants to purchase Company Common Stock and Newco Common Stock equals that of the existing Original Warrant, and shall be allocated between the Sunrise Warrant and the Newco Warrant as set forth below, such that a holder of an Original Warrant will pay the same aggregate exercise price and will receive the same number of shares of Parent Common Stock and Newco Common Stock that such holder would have received as Merger Consideration and Split-Off Consideration, respectively if such holder had exercised the Original Warrant immediately prior to the Spli-Off and Merger. The aggregate exercise price of an Original Warrant shall be allocated to the Sunrise Warrant and the Newco Warrant issuable upon conversion thereof in proportion to the deemed fair market value of the Split-Off Consideration and the Merger Consideration which would be issued upon conversion of one share of Company Common stock pursuant to Section 2.01(c) of the Merger Agreement, which deemed fair market value shall be determined with reference to the closing prices of Parent Common Stock on the NYSE and Newco Common Stock on a national securities exchange or Nasdaq on the first full trading day following the Effective Time, as reported by Bloomberg Financial Markets (or such other source to which Parent, the Company and Newco may agree). The exercise price per share of Company Common Stock issuable upon exercise of a Sunrise Warrant shall be equal to (A) the aggregate exercise price allocated to such Sunrise Warrant in accordance with the foregoing for the shares of Company Common Stock otherwise purchasable pursuant to such Sunrise Warrant divided by (B) the aggregate number of shares of Company Common Stock deemed purchasable pursuant to such Sunrise Warrant in accordance with the foregoing provided that such per share exercise price shall be rounded up to the nearest whole cent. The exercise price per share of Newco Common Stock issuable upon exercise of a Newco Warrant shall be equal to (A) the aggregate exercise price allocated to such Newco Warrant in accordance with the foregoing for the shares of Newco Common Stock otherwise purchasable pursuant to such Newco Warrant divided by (B) the aggregate number of shares of Newco Common Stock deemed purchasable pursuant to such Newco Warrant in accordance with the foregoing provided that such per share exercise price shall be rounded up to the nearest whole cent. All other terms of the Original Warrants will continue to apply to the Sunrise Warrants and the Newco Warrants (and the Adjusted Warrants, following the conversion of the Sunrise Warrants in accordance with Section 6.04 of the Merger Agreement). Newco will be responsible for the delivery of shares of Newco Common Stock upon exercise of a Newco Warrant, and the Company will be responsible for the delivery of shares of Company Common Stock upon exercise of a Sunrise Warrant.

Warrants. EPC The Warrants consist of 5-year Warrants (the "Long-Term Warrants") and 90-day Warrants (the "Short-Term Warrants"). The Purchaser shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ warrants be entitled to receive Long-Term Warrants to purchase shares of EPC’s common stock, $0.01 par value per share (“Common Stock”) (the “Warrants”). EPC shall issue to Cargill a Warrant to purchase a that number of shares of the Common Stock equal to one percent (1%) of the outstanding shares of Common Stock, on a fully diluted basis, on such date (the “Warrant Issuance Date”) Cargill delivers to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the aggregate (the “Warrant Issuance Conditions”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Date, the number of shares of Common Stock subject to the Warrant to be issued would, when added Company equal to the number of shares of Common Stock subject to Warrants previously issued, exceed four and 99/100 percent (4.99%) into which the principal amount of the outstanding shares Debenture is convertible upon the Closing Date (irrespective of the necessity for Stockholder Approval to permit conversion). The Long-Term Warrants shall only vest, however, once Stockholder Approval of transactions covered by this Agreement is secured. See Paragraph 7. The Long-Term Warrants will be for a 5 year term, exercisable into Common Stock on such Warrant Issuance Dateat an exercise price equal to the Conversion Price. In addition to the Long-Term Warrants, then the Warrant Purchaser shall be entitled to be issued shall cover only receive Short-Term Warrants to purchase that number of shares of the Common Stock which, when added of the Company equal to the number of shares of Common Stock subject into which the principal amount of the Debenture is convertible upon the Closing Date (irrespective of the necessity for Stockholder Approval to previously issued Warrantspermit conversion). The Short-Term Warrants shall vest upon issuance, equals 4.99but only to the extent that the share issuable thereunder represent less than 20% of the shares of the Company's outstanding Common Stock. The right to exercise the Short-Term Warrants for 20% or more of the Company's outstanding Common Stock on such Warrant Issuance Date, and EPC shall not is expressly conditioned upon securing Stockholder Approval. See Paragraph 7. Any aggregate proceeds received by the Company prior to obtaining Stockholder Approval as payment of the exercise price under the Short-Term Warrants for shares of Common Stock representing 20% or more of the Company's outstanding Common Stock will be obligated to issue any further Warrants pursuant treated as a demand loan to the terms Company; provided, however, that upon securing Stockholder Approval, the outstanding amount of this Agreementany such loan will automatically convert into the right to receive shares of Common Stock under the Short-Term Warrants at $.30 per share. Each Warrant shall have The Short-Term Warrants will be for a ninety (90) day term, exercisable into Common Stock at an exercise price per share equal to seventy-five percent (75%) the Conversion Price. Neither the Warrants nor any Shares issued upon the exercise of the closing price Warrants may be offered for sale or sold, or otherwise transferred or sold in any transaction which would constitute a sale thereof within the meaning of the Act, unless (i) such security has been registered for sale under the Act and registered or qualified under applicable state securities laws relating to the offer and sale of securities, or (ii) exemptions from the registration requirements of the Act and the registration or qualification requirements of all such state securities laws are available, and the Company shall have received an opinion of counsel satisfactory to the Company that the proposed sale or other disposition of such securities may be effected without registration under the Act and would not result in any violation of any applicable state securities laws relating to the registration or qualification of securities for sale, such counsel and such opinion to be satisfactory to the Company. The Company has agreed to cause the authorization of a sufficient number of shares of Common Stock on for issuance upon exercise of the last trading day immediately prior Warrants and that these shares, when issued, will be fully paid and non-assessable. Prior to the Warrant Issuance Date. All share calculations pursuant exercise of the Warrants, holders of the Warrants will be entitled to this Section 2.1(a) shall be rounded no voting rights or other rights provided by law to security holders of the nearest whole shareCompany.

Warrants. EPC (a) The Borrower has not yet issued to the Lender any of the warrants described in either Section 4 or Section 5 of the Original Agreement, nor has the Borrower issued any of the warrants which it agreed to issue in connection with the making of the New Loans. Immediately upon its execution of this Agreement, the Borrower shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ execute a warrant agreement in substantially the form attached hereto as Exhibit A, pursuant to which the Borrower shall grant to the Lender (i) the 1998 Warrants, as that term is defined in the Original Agreement, and (ii) warrants to purchase buy 1,740,000 shares of EPC’s common stockstock of the Borrower for an exercise period extending until October 15, 2005. The exercise price for 609,000 of such shares shall be $0.01 par value 6.67 per share share; the exercise price for 475,020 of such shares shall be $6.37 per share; and the exercise price for 655,980 of such shares shall be $6.12 per share. (“Common Stock”b) (the “Warrants”). EPC shall issue The parties acknowledge and agree that pursuant to Cargill a Warrant to purchase a number of shares of Common Stock equal to one percent (1%Section 5(a)(ii) of the outstanding shares of Common StockOriginal Agreement, on a fully diluted basis, on such date (since the “Warrant Issuance Date”) Cargill delivers to Original Notes and the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in Original Loans were not paid by the aggregate (the “Warrant Issuance Conditions”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Original Demand Date, the number Lender is entitled to effect the Conversion of the Original Loans and also to receive warrants to acquire 10,000,000 shares of Common Stock subject to the Warrant to be issued would, when added to the number of shares of Common Stock subject to Warrants previously issued, exceed four and 99/100 percent (4.99%) of the outstanding shares of Common Stock on such Warrant Issuance Date, then the Warrant to be issued shall cover only that number of shares of Common Stock which, when added to the number of shares of Common Stock subject to previously issued Warrants, equals 4.99% of the outstanding Common Stock on such Warrant Issuance Date, and EPC shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement. Each Warrant shall have Borrower's common stock for an exercise price of $2.50 per share equal for an exercise period extending until October 15, 2005 (the "Conversion Warrants"). The warrants issued pursuant to seventy-five percent (75%Section 4(a)(i) above shall be deemed to be included in the Conversion Warrants so that upon Conversion of the closing price Original Loans, the Borrower shall only be required to issue to the Lender warrants for 5,000,000 shares of the Common Stock on Borrower's common stock. (c) Upon Conversion of the last trading day immediately prior to Original Loans, the Warrant Issuance Date. All share calculations exercise price for the warrants granted pursuant to this Section 2.1(a4(a)(i) above shall be rounded reduced automatically without any further action by the Borrower or the Lender to $2.50 per share, and upon Conversion of the nearest whole New Loans, the exercise price for the warrants granted pursuant to Section 4(a)(ii) above shall be reduced automatically without any further action by the Borrower or the Lender to $2.50 per share.

Warrants. EPC shall (a) On the Redemption Date, the exercise price of the Original Warrants and the Commission Warrants will be reduced from $1.50 per share to $0.75 per share. In order to effect such reduction, each Holder will surrender the certificates evidencing such Hold▇▇▇▇'▇ ▇▇▇▇▇▇▇ Original Warrants or Commission Warrants, as applicable, to the Company in exchange for a new certificate reflecting such reduced price. In addition, on the Redemption Date, (a) the Company will issue to the Holders of Original Warrants, pro rata in accordance with the respective 3 numbers of Original Warrants owned by them, additional warrants to purchase shares an aggregate of EPC’s common stock, $0.01 par value per share (“Common Stock”) (the “Warrants”). EPC shall issue to Cargill a Warrant to purchase a number of 122,800 shares of Common Stock equal to one percent (1%) at an exercise price of the outstanding shares of Common Stock, on a fully diluted basis, on such date $0.75 per share (the “Warrant Issuance Date”"Additional $0.75 Warrants") Cargill delivers and additional warrants to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the purchase an aggregate (the “Warrant Issuance Conditions”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Date, the number of 200,000 shares of Common Stock subject at an exercise price of $1.50 per share (the "Additional $1.50 Warrants and, together with the Additional $0.75 Warrants, the "Additional Warrants"); and (b) the Company will issue to the Warrant D2 Co. LLP additional warrants to be issued would, when added to the number of purchase 17,820 shares of Common Stock subject at an exercise price of $0.75 per share (the "Additional Commission Warrants"). The Original Warrants, as amended in accordance with this paragraph, the Commission Warrants, the Additional Warrants and the Additional Commission Warrants are hereinafter collectively referred to Warrants previously issuedas the "Warrants." Other than the exercise prices (which shall be as described above), exceed four the terms and 99/100 percent (4.99%) conditions of the outstanding Additional Warrants and the Additional Commission Warrants will be identical to those of the Original Warrants and the Commission Warrants and the Holders will be entitled to the same registration rights with respect to the shares of Common Stock on such Warrant Issuance Date, then issuable upon exercise of the Warrant Additional Warrants and Additional Commission Warrants as apply to be issued shall cover only that number of the shares of Common Stock which, when added to issuable upon exercise of the number of Original Warrants and Commission Warrants. The shares of Common Stock subject issuable upon exercise of all such Warrants are hereinafter collectively referred to previously issued Warrantsas the "Warrant Shares." (b) The Holders agree that the Company's agreement in Section 1 hereof to issue additional shares of Common Stock to the Holders upon conversion of Series B Shares, equals 4.99% the reduction of the outstanding Common Stock on such Warrant Issuance Date, and EPC shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement. Each Warrant shall have an exercise price per share equal to seventy-five percent (75%) of the closing price of the Common Stock on Original Warrants and the last trading day immediately prior Commission Warrants and the issuance to the Warrant Issuance DateHolders of the Additional Warrants and Additional Commission Warrants satisfy in full any claims, whether or not previously asserted by the Holders, in respect of the amount or terms of securities to which they were or may have been entitled in connection with their $1,535,000 investment in the Company in January 2000 or any right to commissions or fees relating to such investment (the "Claims"). All share calculations pursuant to this Section 2.1(a) shall be rounded Each such Holder, on its own behalf and on behalf of its respective officers, directors, partners, managers, equity owners, agents, affiliates, executors, administrators, successors and assigns, hereby waives and releases the Company, its officers, directors, employees, agents, affiliates, successors and assigns from, to the nearest whole sharefullest extent permitted by applicable law, any claims or causes of action arising out of or relating to the amount or terms of securities issued to such Holder in connection with such investment or any such commissions or fees, except for claims arising under this Letter Agreement.

Warrants. EPC shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ (a) Subject to Section 1.4(b), in consideration for the purchase of Notes under this Agreement, any Purchaser who (i) purchased any of the Company’s Series D Preferred Stock and as a result currently holds warrants to purchase shares of EPC’s common stock(each an “Existing Series D Warrant” and, $0.01 par value per share (collectively, the “Common StockExisting Series D Warrants”) of the Company issued in connection with the Company’s Series D Preferred Stock financings with an expiration date of December 31, 2016 (the “Warrant Expiration Date”), that have not yet been exercised and (ii) continues to hold such Existing Series D Warrants at the Warrant Expiration Date, shall be entitled to receive from the Company promptly following the Warrant Expiration Date replacement warrants (each a “Replacement Warrant” and, collectively, the “Replacement Warrants”) to purchase Common Stock of the Company at the same exercise price per share as the Existing Series D Warrants (subject to the adjustment terms contained in such Existing Series D Warrants). EPC The Replacement Warrants (i) shall issue to Cargill a Warrant to purchase a be exercisable for the same number of shares of Common Stock equal as the Existing Series D Warrants, subject to one percent (1%adjustment in the manner described in Section 1.4(b) and otherwise in accordance with the term of the outstanding Existing Series D Warrants, and (ii) shall be exercisable for a period of two (2) years from January 1, 2017 to December 31, 2018. (b) To receive a Replacement Warrant exercisable for the same number of shares of Common StockStock of its Existing Series D Warrant, on a fully diluted basis, on such date (the “Warrant Issuance Date”) Cargill delivers Purchaser must purchase a principal aggregate amount of Notes at least equal to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents total amount Purchaser invested in Series D Preferred Stock. If such Purchaser purchases a principal aggregate amount of Notes less than the amount such Purchaser invested in the aggregate (the “Warrant Issuance Conditions”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance DateSeries D Preferred Stock, the number of shares of Common Stock subject to of the Company for which such Purchaser’s Replacement Warrant to shall be issued wouldexercisable shall be reduced pro rata by such difference. For example, when added to a Purchaser that purchased an aggregate amount of $100,000 of Series D Preferred Stock and purchases $100,000 in aggregate principal amount of Notes under this Agreement shall receive a Replacement Warrant in accordance with Section 1.4(a) exercisable for the same number of shares of Common Stock as such Purchaser’s Existing Series D Warrant (subject to Warrants previously issuedthe adjustment terms contained in such Existing Series D Warrant). If, exceed four and 99/100 however, such Purchaser purchases only $50,000 in aggregate principal amount of Notes under this Agreement, such Purchaser shall receive a Replacement Warrant exercisable for fifty percent (4.9950%) of the outstanding shares of Common Stock on as such Purchaser’s Existing Series D Warrant Issuance Date, then (subject to the adjustment terms contained in such Existing Series D Warrant). Under no circumstance shall a Replacement Warrant to be issued shall cover only that exercisable for a number of shares of Common Stock which, when added to that is greater than the number of shares of Common Stock subject to previously issued Warrants, equals 4.99% of the outstanding Common Stock on such Warrant Issuance Date, and EPC shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement. Each Warrant shall have an exercise price per share equal to seventy-five percent (75%) of the closing price of the Common Stock on the last trading day immediately prior to the Warrant Issuance Date. All share calculations pursuant to this Section 2.1(a) shall be rounded to the nearest whole shareapplicable Existing Series D Warrant.

Warrants. EPC On the Closing Date, the Company will issue and deliver Warrants to the Subscribers as follows: (a) Each A Warrant shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ warrants to (i) be for the purchase shares of EPC’s common stock, $0.01 par value per share (“Common Stock”) (the “Warrants”). EPC shall issue to Cargill a Warrant to purchase a number of shares of Common Stock equal to one percent the number of Purchased Shares of the relevant Subscriber; (1%ii) have a per share exercise price (the “Exercise Price”) of $0.35; the outstanding shares Exercise Price will be subject to adjustment as provided herein and in the Warrant; (iii) be exercisable from the Closing Date through the close of Common Stock, business on a fully diluted basis, on such the date which is the last day of the calendar month in which the fifth annual anniversary of the Closing Date occurs (the “Warrant Issuance Expiration Date”); (iv) Cargill delivers have cashless exercise rights as provided in the Warrant; and (v) provide for automatic conversion immediately prior to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents Warrant Expiration Date on the terms provided in the aggregate Warrant. (b) Each B Warrant shall (i) be for the “Warrant Issuance Conditions”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction purchase of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Date, the a number of shares of Common Stock subject to the Warrant to be issued would, when added equal to the number of shares Purchased Shares of Common Stock the relevant Subscriber; (ii) have a per share exercise price (the “Exercise Price”) of $0.50; the Exercise Price will be subject to Warrants previously issued, exceed four adjustment as provided herein and 99/100 percent in the Warrant; (4.99%iii) be exercisable from the Closing Date through the close of business on the date which is the last day of the outstanding shares of Common Stock on such Warrant Issuance Date, then calendar month in which the Warrant to be issued shall cover only that number of shares of Common Stock which, when added to the number of shares of Common Stock subject to previously issued Warrants, equals 4.99% fifth annual anniversary of the outstanding Common Stock on such Closing Date occurs (the “Warrant Issuance Expiration Date, ”); (iv) have cashless exercise rights as provided in the Warrant; and EPC shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement. Each Warrant shall have an exercise price per share equal to seventy-five percent (75%v) of the closing price of the Common Stock on the last trading day provide for automatic conversion immediately prior to the Warrant Issuance DateExpiration Date on the terms provided in the Warrant. All share calculations pursuant to this Section 2.1(a) Except as specified above, each Warrant shall generally be in the form annexed hereto as Exhibit A-1 and Exhibit A-2. The Warrant Shares shall be rounded subject to the nearest whole shareprovisions of the Registration Rights provisions.

Warrants. EPC shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ warrants (a) The right to purchase shares a Warrant Share under a Warrant may be exercised at any time until the close of EPCbusiness on the day which is six (6) months from the date such Warrant was issued to the holder, 50% of the Purchaser’s common stock, $0.01 par value per share (“Common Stock”) Warrants being subject to the following provision (the “WarrantsFirst Acceleration”). EPC shall issue to Cargill a Warrant to purchase a number of shares of Common Stock equal to one percent (1%) of the outstanding shares of Common Stock, on a fully diluted basis, on such date (the “Warrant Issuance Date”) Cargill delivers to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the aggregate (the “Warrant Issuance Conditions”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Date, the number of shares of Common Stock subject to the Warrant to be issued would, when added to the number of shares of Common Stock subject to Warrants previously issued, exceed four and 99/100 percent (4.99%) of the outstanding shares of Common Stock on such Warrant Issuance Date, then the Warrant to be issued shall cover only that number of shares of Common Stock which, when added to the number of shares of Common Stock subject to previously issued Warrants, equals 4.99% of the outstanding Common Stock on such Warrant Issuance Date, and EPC shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement. Each Warrant shall have an exercise price per share equal to seventy-five percent (75%) of ): if the closing price of the Common Stock Shares of the Corporation as traded on the last Canadian Securities Exchange greater than CDN$1.50 per Common Share for any 14 consecutive trading days (the “First Threshold Period”), then the Purchaser shall have until 4:00 pm (San Diego, CA, USA Time) of the 30th calendar day immediately prior after the Corporation’s news release announcement of the occurrence of the First Threshold Period to exercise the 50% of the Purchaser’s Warrants (the “First Accelerated Expiry Date”). If the Purchaser does not exercise those Warrants subjected to the First Acceleration by the First Accelerated Expiry Date, then those Warrants shall be deemed to be cancelled and have no force and effect. The remaining 50% of the Purchaser’s Warrants shall be subject to the following provision (the “Second Acceleration”): if the closing price of the Common Shares of the Corporation as traded on the Canadian Securities Exchange is equal to or greater than CDN$2.00 per Common Share for any 14 consecutive trading days (the “Second Threshold Period”) occurring any time after the First Threshold Period, then the Purchaser shall have until 4:00 pm (San Diego, CA, USA Time) of the 30th calendar day of the Corporation’s news release announcement of the occurrence of the Second Threshold Period to exercise the remaining 50% of the Purchaser’s Warrants (the “Second Accelerated Expiry Date”). If the Purchaser does not exercise those remaining Warrants subjected to the Second Acceleration by the Second Accelerated Expiry Date, then those Warrants shall be deemed to be cancelled and have no force and effect. (b) The Warrants will be issued and registered in the name of the Purchaser or its nominee. (c) Each whole Warrant will entitle the holder, on exercise, to purchase one Warrant Share at a price of US$.80 per Warrant Share. (d) The Warrants will be non-transferable. (e) Unless permitted under the applicable Canadian Securities Laws, the holder of the Warrants and Warrant Shares must not trade such securities before the date which is four months and one day after the Closing Date. (f) Under applicable U.S. Securities Laws, the Warrant Shares issued upon exercise of the Warrants will be freely tradable, provided the Company’s Offering Statement pursuant to Regulation A is in effect with respect to the Warrant Issuance DateShares at the time of exercise. All share calculations In the absence of an effective Offering Statement pursuant to this Section 2.1(a) shall Regulation A, the Warrants may not be rounded exercised unless they qualify for an exemption from registration under the 1933 Act, which must be established to the nearest whole sharesatisfaction of the Company and its counsel. To the extent the Warrant Shares are offered and sold pursuant to exemptions from registration under the 1933 Act, they will generally be deemed to be “restricted securities” under Rule 144 under the 1933 Act, must bear a U.S. restrictive legend and will be subject to a one (1) year hold period. (g) The book-entry form or certificates representing the Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Warrant Shares issued upon exercise of the Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Corporation’s Shares, the payment of stock dividends and the amalgamation of the Corporation. (h) The issue of the Warrants will not restrict or prevent the Corporation from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Warrants may be exercised.

Warrants. EPC shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ warrants The Merger Agreement provides that (a) the holder of each warrant in respect of Shares that was issued prior to purchase shares of EPC’s common stock, $0.01 par value per share (“Common Stock”) 2016 (the “Prior Warrants”). EPC shall issue ) and that is issued, unexpired and outstanding immediately prior to Cargill a Warrant the Effective Time, will be entitled to purchase a number of shares of Common Stock equal to one percent either (1%) exercise such Prior Warrant pursuant to its terms, and such exercise will be deemed effective immediately prior to and contingent on the consummation of the outstanding shares Merger, or (2) elect not to exercise such Prior Warrant, in which case such Prior Warrant will expire immediately prior to the consummation of Common Stockthe Merger, on a fully diluted basis, on such date and (b) the holder of each warrant in respect of Shares that was issued in 2016 (the “Warrant Issuance Date2016 Warrants” and, together with the Prior Warrants, the “Warrants” and each a “Warrant”) Cargill delivers and that is issued, unexpired and outstanding immediately prior to the EPC Parties executed Project Commitments with Project Candidates relating irrevocable acceptance for payment by Purchaser of Shares pursuant to AD Projects covering 10,000 Cow Equivalents in and subject to the aggregate Offer (the “Warrant Issuance ConditionsAcceptance Time”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. Ifwill, on any Warrant Issuance Date, the number of shares of Common Stock subject to the Warrant to be issued would, when added to the number of shares of Common Stock subject to Warrants previously issued, exceed four and 99/100 percent (4.99%) of the outstanding shares of Common Stock on such Warrant Issuance Date, then the Warrant to be issued shall cover only that number of shares of Common Stock which, when added to the number of shares of Common Stock subject to previously issued Warrants, equals 4.99% of the outstanding Common Stock on such Warrant Issuance Date, and EPC shall not be obligated to issue any further Warrants pursuant to the terms thereof and by virtue of this Agreement. Each Warrant shall have the consummation of the Offer and without any action on the part of the holder thereof, be entitled to receive an exercise price per share amount in cash, if any, equal to seventy-five percent the product obtained by multiplying (75%1) the aggregate number of the closing price of the Common Stock on the last trading day Shares for which such 2016 Warrant was exercisable immediately prior to the Acceptance Time by (2) the excess, if any, of the Offer Price over the exercise price per Share of such 2016 Warrant Issuance (the “2016 Warrant Consideration”). Promptly following the consummation of the Offer, Relypsa will pay the 2016 Warrant Consideration to the holders of the 2016 Warrants. See Section 11 — “Purpose of the Offer and Plans for Relypsa; Merger Agreement and Other Agreements — The Merger Agreement — Warrants.” • The Offer is made only for Shares and not for rights to purchase shares under Relypsa’s 2013 Employee Stock Purchase Plan (the “ESPP”). The ESPP will continue to be operated in accordance with its terms until its termination on the earlier of (a) the end of the offering period that is underway as of the date of the Merger Agreement and (b) the Effective Time. No new offering periods will commence following the execution of the Merger Agreement. Any offering period that is underway as of the date of the Merger Agreement will be the final offering period under the ESPP, and if any offering period might otherwise be underway as of the Effective Time, Relypsa will terminate such offering period no later than the last payroll period prior to the Effective Time (the “Final Exercise Date”) and make any pro-rata adjustments that may be necessary to reflect any such shortened offering period. All share calculations Relypsa will cause each participant’s shares purchase right under the ESPP to be exercised as of the Final Exercise Date, and each Share purchased thereunder immediately prior to the Effective Time will be cancelled at the Effective Time and converted into the right to receive the Offer Price, less any applicable withholdings. Shares purchased under the ESPP in sufficient time to tender such Shares pursuant to this the Offer may be tendered in accordance with the terms of the Offer. See Section 2.1(a) shall be rounded to 11 — “Purpose of the nearest whole shareOffer and Plans for Relypsa; Merger Agreement and Other Agreements —The Merger Agreement — Treatment of Relypsa ESPP.”

Warrants. EPC shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ warrants Upon the closing of a Qualified Equity Financing (such date, the "CLOSING DATE") in addition to purchase shares the Conversion Shares and other securities described in Section 4(a) issued to Holder in connection with the conversion of EPC’s common stockthe Convertible Notes, $0.01 par value per share (“Common Stock”) (the “Warrants”). EPC Synovics shall issue to Cargill a Warrant the Holder warrants (the "BRIDGE WARRANTS") to purchase a number of shares of Common Stock (the "WARRANT SHARES") equal to one forty percent (140%) of the outstanding shares of Common Stock, on a fully diluted basis, on such date (the “Warrant Issuance Date”) Cargill delivers to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the aggregate (the “Warrant Issuance Conditions”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Date, the number of shares of Common Stock subject issuable to Holder upon conversion of Holder's Conversion Shares receivable upon conversion of the Warrant to Convertible Notes held on the Closing Date; PROVIDED, HOWEVER, that (i) if the initial closing of the Qualified Equity Financing takes place more than ninety (90) days and less than one hundred twenty (120) days following the final closing of the Bridge Offering, then the number shares of Common Stock into which the Bridge Warrants are exercisable shall be issued would, when added to forty five percent (45%) of the number of shares of Common Stock subject issuable to Warrants previously issued, exceed four and 99/100 percent (4.99%) Holder upon conversion of Holder's Conversion Shares receivable upon conversion of the outstanding Convertible Notes held on the Closing Date; and (ii) if the initial closing of the Qualified Equity Financing takes place more than one hundred and twenty (120) days after the final closing of the Bridge Offering, then the number shares of Common Stock on such Warrant Issuance Date, then into which the Warrant to Bridge Warrants are exercisable shall be issued shall cover only that number fifty percent (50%) of shares of Common Stock which, when added to the number of shares of Common Stock subject issuable to previously issued Warrants, equals 4.99% Holder upon conversion of Holder's Conversion Shares receivable upon conversion of the outstanding Common Stock Convertible Notes upon conversion of the Convertible Notes held on the Closing Date. The exercise price and all other terms of the Bridge Warrants shall be identical to those of the warrants issued to investors in the Qualified Equity Financing, provided that, if no warrants are issued to investors in the Qualified Equity Financing, the Bridge Warrants shall have the same terms as the warrants issued to the Placement Agent in connection with the Qualified Equity Financing, provided further, that in such Warrant Issuance Datelatter event, and EPC the Bridge Warrants shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement. Each Warrant shall have an exercise price per share equal to seventy-five percent (75%) of the closing price of the Common Stock exercisable on the last trading day immediately prior to the Warrant Issuance Date. All share calculations pursuant to this Section 2.1(a) shall be rounded to the nearest whole sharea net issuance or "cashless" basis.

Warrants. EPC As additional consideration for the termination of the Leases, and subject to the accuracy of the representations by Landlords made in any such warrant: (a) In the event there is a closing of an Equity Financing (defined below) prior to August 31, 2003, (which shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ warrants require approval of a majority of the total votes cast on the proposal in a meeting of Tenant's stockholders) and so long as Landlords shall not have previously elected to purchase shares receive a Common Stock or other warrant pursuant to clause (b) or (c) below, immediately prior to the closing of EPC’s common stockthe Equity Financing, $0.01 par value per share (“Common Stock”) (the “Warrants”). EPC Tenant shall issue to Cargill Willow Park (or any affiliate of Willow Park designated by Willow Park) a Warrant warrant in substantially the form attached hereto as Exhibit B-1 (with appropriate changes in the event such warrant is to be issued as a Common Stock warrant pursuant to the terms hereof) and to AMB a warrant in substantially the form attached hereto as Exhibit B-2 (with appropriate changes in the event such warrant is to be issued as a Common Stock warrant pursuant to the terms hereof) (collectively, the "Warrants") to purchase a number the same class and series of shares of Common Stock equal to one percent (1%) Tenant's stock sold in Tenant's anticipated Equity Financing. The exercise price per share of the outstanding shares of Common Stock, on a fully diluted basis, on such date (the “Warrant Issuance Date”) Cargill delivers to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the aggregate (the “Warrant Issuance Conditions”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be the per share purchase price to be paid by the other purchasers in the form attached to this Agreement as Schedule 5. Ifsuch financing, on any Warrant Issuance Date, and the number of shares of Common Stock subject to underlying both Warrants in the Warrant to aggregate shall be issued would250,000 (as adjusted for stock splits, when added to stock dividends, reclassification and the like) (the number of shares of Common Stock subject to Warrants previously issuedeach Warrant shall be designated by Landlords, exceed four and 99/100 percent subject to such aggregate total for both Warrants). The term "Equity Financing" shall mean the sale by Tenant of not less than Ten Million Dollars (4.99%$10,000,000.00) of the outstanding shares of Common Stock on such Warrant Issuance Dateits equity securities, then the Warrant which securities Tenant currently expects to be issued shall cover only that number of shares of Common Series A Preferred Stock which, when added to the number of shares of Common Stock subject to previously issued Warrants, equals 4.99% of the outstanding Common Stock on such Warrant Issuance Date, and EPC shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement. Each Warrant shall have an exercise with a purchase price per share equal to seventy-five percent (75%) % of the 5-trading day trailing average closing price of the Tenant's Common Stock ending on the last trading third day immediately prior to the Warrant Issuance Dateclosing date of the Equity Financing. All share calculations pursuant to In this Section 2.1(a) case, Landlords shall be rounded granted the same registration rights as the purchasers of Tenant's stock in the Equity Financing, as if Landlords were a purchaser in such Equity Financing (except for any monetary penalties associated with any effectiveness deadline for the resale registration statement to the nearest whole shareextent the Warrants remain unexercised prior to such deadline).

Warrants. EPC a. On the Closing Date, the Company shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ warrants deliver to purchase shares of EPC’s common stock, $0.01 par value per share (“Common Stock”) the Buyer a Warrant substantially in the form attached hereto as Exhibit B (the “WarrantsFirst Warrant”). EPC shall issue to Cargill , providing the Buyer with a Warrant right to purchase a such number of shares fully-paid and non-assessable restricted Ordinary Shares of Common Stock the Company (the “Warrant Shares”) in accordance with the following calculation: (i) In the event of the consummation of the Company’s proposed public offering and uplisting to the NASDAQ Market System (the “Uplisting”), the number of Warrant Shares shall be equal in value to one twenty-five percent (125%) of the outstanding Principal Amount, at an exercise price that is equal to the price of the Company’s shares in the public offering; or (ii) In the event that the Buyer converts the Principal Amount into ordinary shares of Common Stockthe Company, on a fully diluted basisthen the number of Warrant Shares shall be equal in value to twenty-five percent (25%) of the Principal Amount, on such date (the “Warrant Issuance Date”) Cargill delivers at an exercise price that is equal to the EPC Parties executed Project Commitments closing bid price of the Company’s Ordinary Shares on the date of conversion of the Principal Amount. b. The First Warrant shall be issued with Project Candidates relating the number of Warrant Shares and the exercise price “to AD Projects covering 10,000 Cow Equivalents in be determined”, pending consummation of the aggregate Uplisting or the conversion of the Principal Amount, as applicable. The Investor may exercise the First Warrant at any time starting six (6) months following the “Warrant Issuance Conditions”)Uplisting or the conversion of the Principal Amount, as applicable, and thereafter up to three (3) years thereafter. c. In addition to the First Warrant issued to the Buyer pursuant to sub-Section 1A(a) above, at the Closing, the Company shall issue Warrants on each succeeding date on which deliver to the Investor a second Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be substantially in the form attached hereto as Exhibit C (the “Second Warrant”) providing the Buyer with a right to this Agreement as Schedule 5. If, on any purchase such number Warrant Issuance Date, the number of shares of Common Stock subject Shares equal in value to the Warrant to be issued would, when added to the number of shares of Common Stock subject to Warrants previously issued, exceed four and 99/100 twenty-five percent (4.9925%) of the outstanding shares of Common Stock on such Warrant Issuance DateBuyer’s Principal Amount, then the Warrant at an exercise price that is equal to be issued shall cover only that number of shares of Common Stock which, when added to the number of shares of Common Stock subject to previously issued Warrants, equals 4.99150% of the outstanding Common Stock on such Warrant Issuance Date, and EPC shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement. Each Warrant shall have an exercise price per share equal to seventy-five percent (75%) of the closing bid price of the Common Stock Company’s Ordinary Shares on the last trading day immediately prior to the Closing. The Buyer may exercise the Second Warrant Issuance Date. All share calculations pursuant at any time starting six (6) months following the Uplisting or the conversion of the Loan Principal, as applicable, and up to this Section 2.1(athree (3) shall be rounded to the nearest whole shareyears thereafter.

Warrants. EPC shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ warrants (i) The Company agrees to purchase shares of EPC’s common stock, $0.01 par value per share (“Common Stock”) (the “Warrants”). EPC shall issue to Cargill the Buyer on the Closing Date and each Additional Closing Date: (A) a Warrant to transferable warrant for the purchase of a number of shares of Common Stock equal to one twenty-five percent (125%) of the outstanding shares of Common Stock, on a fully diluted basis, on such date Issue Date Conversion Shares at an exercise price (the “Warrant Issuance Date”"Exercise Price") Cargill delivers equal to the EPC Parties executed Project Commitments with Project Candidates relating average Closing Price for the forty-five (45) Trading Days ending on the Trading Day immediately before the exercise date, multiplied by (i) a percentage equal to AD Projects covering 10,000 Cow Equivalents (x) one hundred percent (100%), less (y) the Pre-Maturity Effective Percentage; provided, however, that the Exercise Price shall not be less than Thirty Cents ($0.30) per share; provided further, that such Exercise Price will be subject to adjustment as provided in the aggregate Warrant and herein (the “Warrant Issuance Conditions”"Coverage Warrants"), and thereafter shall issue Warrants on each succeeding date on which ; and (B) a transferable warrant for the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction purchase of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Date, the a number of shares of Common Stock subject equal to the Warrant to be issued would, when added to the aggregate number of shares of Common Stock into which the prepaid portion of a Convertible Debenture is convertible, at an Exercise Price equal to $0.0006 per share, provided that such Exercise Price will be subject to adjustment as provided in the Warrant and herein (the "Catch-up Warrants," and together with the Coverage Warrants, collectively, the "Warrants"). (ii) Each Warrant shall be exercisable commencing on the Commencement Date specified in the Warrants previously issued, exceed four and 99/100 percent (4.99%) shall expire at the close of business on the date which is the last day of the outstanding shares of Common Stock on such Warrant Issuance Date, then calendar month in which the Warrant to be issued shall cover only that number of shares of Common Stock which, when added to the number of shares of Common Stock subject to previously issued Warrants, equals 4.99% fifth annual anniversary of the outstanding Common Stock on such Warrant Issuance Date, and EPC shall not be obligated to issue any further Warrants pursuant to the terms of this AgreementEffective Date occurs. Each Warrant shall have an cashless exercise price per share equal rights as provided in the Warrant. Except as specified above, each Warrant shall generally be in the form annexed hereto as Annex V. (iii) The Warrant Shares shall be subject to seventy-five percent (75%) the provisions of the closing price of the Common Stock on the last trading day immediately prior to the Warrant Issuance Date. All share calculations pursuant to this Section 2.1(a) shall be rounded to the nearest whole shareRegistration Rights Agreement.

Warrants. EPC shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ (a) Subject to the sale of all of the Shares, the Company agrees to sell to the Underwriter warrants to purchase common stock ("Warrants") for a purchase price of $100 entitling the Underwriter to purchase shares of EPC’s the Company's common stockstock in an amount equal to 10% of the Shares sold in the offering. (b) The Warrants may not be exercised for a period of 12 months following the Effective Date. However, $0.01 par value per share (“Common Stock”) (if the “Company plans to merge, reorganize or take any other action that would terminate the Warrants”), the Warrants will be exercisable immediately prior to such action. EPC shall issue The Company will provide the Underwriter with notice of any tender offer being made for the Company's shares as soon as practicable after the Company becomes aware of such tender offer. The Warrants will be exercisable for a period of four years, such period to Cargill begin 12 months after the Effective Date. If the Warrants are not exercised during their term, they will by their terms automatically expire. The purchase price of the shares underlying the Warrants will be 120% of the offering price of the Shares hereunder during the period that the Warrants are exercisable. The Company will set aside and at all times have available a Warrant to purchase a sufficient number of shares of Common Stock equal to one percent (1%) of the outstanding shares of Common Stock, on a fully diluted basis, on such date (the “Warrant Issuance Date”) Cargill delivers to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the aggregate (the “Warrant Issuance Conditions”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Date, the number of shares of Common Stock subject to the Warrant its common stock to be issued wouldupon the exercise of the Warrants. 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, when added transferred, assigned, or hypothecated for a period of 12 months after the Effective Date except to officers of the Underwriter, except as a result of the death of any such officer and except to successors to the number of shares of Common Stock subject Underwriter's business. (c) The Warrants will be evidenced by certificates issued by the Company and delivered to Warrants previously issuedthe Underwriter, exceed four which shall contain such terms and 99/100 percent (4.99%) 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 outstanding shares of Common Stock on such Warrant Issuance Date, then Warrants by the Underwriter to any person must be made in compliance with the Act. (d) The Underwriter agrees that the Warrants and any certificates representing the Warrant to be issued shall cover only that number of shares of Common Stock which, when added to Shares will bear the number of shares of Common Stock subject to previously issued Warrants, equals 4.99% of the outstanding Common Stock on such Warrant Issuance Date, and EPC shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement. Each Warrant shall have an exercise price per share equal to seventy-five percent (75%) of the closing price of the Common Stock on the last trading day immediately prior to the Warrant Issuance Date. All share calculations pursuant to this Section 2.1(a) shall be rounded to the nearest whole share.following legend:

Warrants. EPC (a) At the Effective Time, Parent shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ warrants assume all the obligations of the Company under the Rollover Warrant Agreement and each of the Rollover Warrants which is outstanding immediately prior to the Effective Time shall be assumed by Parent and converted automatically into a warrant to purchase shares of EPC’s common stock, $0.01 par value per share Parent Common Stock (“Common Stock”a "NEW ROLLOVER WARRANT") in an amount and at an exercise price determined as provided below: (the “Warrants”). EPC shall issue to Cargill a Warrant to purchase a i) The number of shares of Parent Common Stock to be subject to the New Rollover Warrant shall be equal to one percent (1%) the product of the outstanding shares of Common Stock, on a fully diluted basis, on such date (the “Warrant Issuance Date”) Cargill delivers to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the aggregate (the “Warrant Issuance Conditions”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Date, the number of shares of Company Common Stock remaining subject (as of immediately prior to the Effective Time) to the original warrant and the Common Stock Exchange Ratio, provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded up or down to the nearest share; and (ii) The exercise price per share shall be equal to (y) the aggregate exercise price for the shares of Company Common Stock purchasable pursuant to such Rollover Warrant divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such New Rollover Warrant. After the Effective Time, each New Rollover Warrant shall be exercisable upon the same terms and conditions as were applicable to the related New Rollover Warrant in the New Rollover Warrant Agreement immediately prior to the Effective Time, except that all references to the Company shall be deemed to be issued wouldreferences to Parent. (b) At the Effective Time, when added Parent shall assume all the obligations of the Company under the Series A Warrant Agreement and each of the Series A Warrants which is outstanding immediately prior to the Effective Time shall be assumed by Parent and converted automatically into a warrant to purchase shares of Parent Common Stock (a "NEW SERIES A WARRANT") in an amount and at an exercise price determined as provided below: (i) the number of shares of Parent Common Stock to be subject to Warrants previously issued, exceed four and 99/100 percent the New Series A Warrant shall be equal to the product of (4.99%x) of the outstanding shares of Common Stock on such Warrant Issuance Date, then the Warrant to be issued shall cover only that number of shares of Common Stock which, when added to the number of shares of Company Series A Preferred Stock remaining subject (as of immediately prior to the Effective Time) to the original warrant and (y) .4907753, provided that any fractional shares of Parent Common Stock subject to previously issued Warrants, equals 4.99% of the outstanding Common Stock on resulting from such Warrant Issuance Date, and EPC multiplication shall not be obligated to issue any further Warrants pursuant rounded up or down to the terms of this Agreement. Each Warrant shall have an nearest share; and (ii) The exercise price per share shall be equal to seventy-five percent (75%y) the aggregate exercise price for the shares of the closing price Company Series A Preferred Stock purchasable (as of the Common Stock on the last trading day immediately prior to the Warrant Issuance Date. All share calculations Effective Time) pursuant to this Section 2.1(asuch Series A Warrant divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such New Series A Warrant. After the Effective Time, each New Series A Warrant shall be rounded exercisable upon the same terms and conditions as were applicable to the nearest whole sharerelated New Series A Warrant in the New Series A Warrant Agreement immediately prior to the Effective Time, except that all references to the Company shall be deemed to be references to Parent.

Warrants. EPC shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ (a) In connection with the execution of the Loan Agreement, the Borrower agrees to issue to ABN AMRO warrants to purchase shares of EPC’s common stock, $0.01 par value per share (“Common Stock”) (the “Warrants”). EPC shall issue to Cargill a Warrant to purchase a number of shares of Common Stock equal to one percent (1%) which will represent 0.80% of the outstanding shares existing issued share capital of Common Stock, on the Borrower (subject to customary anti-dilution provisions) as of the Closing Date. The Borrower agrees to enter into a fully diluted basis, on such date warrant agreement (the “Warrant Issuance DateAgreement”) Cargill delivers dated the date hereof among the Borrower, ABN AMRO, as the Warrant Grantee, and the Bank of New York, as the Warrant Agent, which will set forth the specific details of the Warrants and their issuance terms. (b) As set forth in the Warrant Agreement, the Warrants will be exercisable at the lower of: (i) a 25% discount to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the aggregate (the “Warrant Issuance Conditions”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Date, the number of shares of Common Stock subject to the Warrant to be issued would, when added to the number of shares of Common Stock subject to Warrants previously issued, exceed four and 99/100 percent (4.99%) of the outstanding shares of Common Stock on such Warrant Issuance Date, then the Warrant to be issued shall cover only that number of shares of Common Stock which, when added to the number of shares of Common Stock subject to previously issued Warrants, equals 4.99% of the outstanding Common Stock on such Warrant Issuance Date, and EPC shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement. Each Warrant shall have an exercise price average per share equal to seventy-five percent (75%) of the closing price of the Common Stock Borrower’s common stock quoted on the last NASDAQ OTC Bulletin Board or the NASDAQ Global Market, as applicable, for a consecutive period of 30 trading day immediately prior days up to and including the date hereof; or (ii) a 25% discount to the per share issuance price of shares of common stock issued by the Borrower in a Qualified Public Offering (as defined in the Warrant Issuance Date. All share calculations pursuant Agreement) subsequent to this Section 2.1(athe date hereof, excluding any issuance to employees or consultants under any then existing Borrower plan. (c) As set forth in the Warrant Agreement, (x) 50% of the Warrants shall be rounded issued unconditionally on the date hereof and (y) the remaining 50% of the Warrants shall be issued on the earlier of (i) the date of the closing of a privately placed notes offering by or of a loan to the nearest whole shareBorrower in an amount sufficient to repay all amounts outstanding under any Loan and (ii) the 6-months anniversary hereof.

Warrants. EPC Upon the following terms and conditions and for no additional consideration, in addition to the Common Stock the Purchaser shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ warrants to purchase shares of EPC’s common stockbe issued (x) 100,000 Series A Warrants, $0.01 par value per share in substantially the form attached hereto as Exhibit B-1 (the “Common StockSeries A Warrants”), (y) 100,000 Series B Warrants, in substantially the form attached hereto as Exhibit B-2 (the “Series B Warrants”), and (z) 100,000 Series C Warrants, in substantially the form attached hereto as Exhibit B-3 (the “Series C Warrants” and, together with the Series A Warrants and Series B Warrants, the “Warrants”). EPC Each Series A Warrant shall issue to Cargill a Warrant represent the right to purchase one share of Common Stock at an exercise price of $5.25 per share and shall expire on the later of (i) one year following the Closing Date or (ii) six months following the effective date of a number registration statement filed by the Company pursuant to the Registration Rights Agreement (as hereinafter defined) under which the resale of the shares of all of the shares of Common Stock equal underlying the Series A Warrants have been registered under the Securities Act. Each Series B Warrant shall represent the right to purchase one percent share of Common Stock at an exercise price of $5.50 and shall expire on the later of (1%i) one year following the Closing Date or (ii) six months following the effective date of a registration statement filed by the Company pursuant to the Registration Rights Agreement under which the resale of all of the outstanding shares of Common Stock, on a fully diluted basis, on such date (the “Warrant Issuance Date”) Cargill delivers to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the aggregate (the “Warrant Issuance Conditions”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Date, the number of shares of Common Stock subject underlying the Series B Warrants have been registered under the Securities Act. Each Series C Warrant shall represent the right to purchase one share of Common Stock at an exercise price of $6.00 and shall expire on the later of (i) eighteen months following the Closing Date or (ii) twelve months following the effective date of a registration statement filed by the Company pursuant to the Warrant to be issued would, when added to Registration Rights Agreement under which the number resale of all of the shares of Common Stock subject to underlying the Series C Warrants previously issued, exceed four and 99/100 percent (4.99%) of have been registered under the outstanding shares of Common Stock on such Warrant Issuance Date, then the Warrant to be issued shall cover only that number of shares of Common Stock which, when added to the number of shares of Common Stock subject to previously issued Warrants, equals 4.99% of the outstanding Common Stock on such Warrant Issuance Date, and EPC shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement. Each Warrant shall have an exercise price per share equal to seventy-five percent (75%) of the closing price of the Common Stock on the last trading day immediately prior to the Warrant Issuance Date. All share calculations pursuant to this Section 2.1(a) shall be rounded to the nearest whole shareSecurities Act.

Warrants. EPC As further consideration to the Lenders for the Lenders' Commitments, each of the Parent and the Borrower unconditionally agree that (i) on the first anniversary of the Closing Date and if any of the Loans remain outstanding on such date, the Parent shall, and the Borrower shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ cause the Parent to, issue to the Lenders, on a pro rata basis, warrants to purchase shares of EPC’s common stock, $0.01 par value per share (“Common Stock”) (the “Warrants”). EPC shall issue to Cargill a Warrant to purchase a number of shares of Common Stock equal to one acquire ten percent (110%) of the outstanding shares common stock of Common Stock, the Parent on such anniversary date on a fully diluted basis, on such date (the “Warrant Issuance Date”) Cargill delivers to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the aggregate (the “Warrant Issuance Conditions”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Date, the number of shares of Common Stock subject to the Warrant to be issued would, when added to the number of shares of Common Stock subject to Warrants previously issued, exceed four and 99/100 percent (4.99%) of the outstanding shares of Common Stock on such Warrant Issuance Date, then the Warrant to be issued shall cover only that number of shares of Common Stock which, when added to the number of shares of Common Stock subject to previously issued Warrants, equals 4.99% of the outstanding Common Stock on such Warrant Issuance Date, and EPC shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement. Each Warrant shall have basis at an exercise price per share equal to seventy-five percent (75%) of the closing price of the Common Stock Parent's common stock on the last trading day immediately prior to such anniversary date as quoted on a NASDAQ or, if not quoted on NASDAQ, such other nationally-recognized United States exchange on which the Parent's common stock shall then be trading (or if the Parent's common stock is not publicly traded at such time, at the fair market value per share of the Parent's common stock on such anniversary date on a fully diluted basis) and (ii) on the second anniversary of the Closing Date and if any of the Loans remain outstanding on such date, the Parent shall, and the Borrower shall cause the Parent to, issue the Lenders, on a pro rata basis, warrants to acquire an additional ten percent (10%) of the outstanding common stock of the Parent on such second anniversary date on a fully diluted basis at an exercise price per share equal to the closing price of the Parent's common stock on the last trading day prior to such anniversary date as quoted on NASDAQ or, if not quoted on NASDAQ, such other nationally-recognized United States exchange on which the Parent's common stock shall then be trading (or if the Parent's common stock is not publicly traded at such time, at the fair market value per share of the Parent's common stock on such anniversary date on a fully diluted basis). The warrants will be issued pursuant to the Warrant Issuance Date. All share calculations pursuant Agreement, such Warrant Agreement to be substantially in the form attached hereto as EXHIBIT B. In connection with the issuance of the warrants provided for in this Section 2.1(a) SECTION 2.4(H), the Parent shall be rounded deliver to each Lender an opinion of counsel as to matters pertaining to the nearest whole sharewarrants and the issuance thereof, such counsel and opinion to be reasonably satisfactory to the Administrative Agent.

Warrants. EPC 4.1. In consideration for the Principal Amount by each Lender, the Company shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ issue each Lender, within 45 business days of the Loan Effective Date, warrants to purchase ordinary shares of EPC’s common stock, $0.01 par the Company with no nominal value per share (“Common Stock”) in an amount as set forth next to each Lender's name in Exhibit A up to an aggregate amount of 1,000,000 ordinary shares to all Lenders (the “WarrantsInitial Warrant”). EPC , so that for each US1 lent by each Lender the Company shall issue such Lender 2 Initial Warrants. The Initial Warrant shall be fully vested at the date of grant and exercisable by each Lender at any time until its expiration on August 31, 2016, all according to Cargill a the Warrant Certificate attached as Schedule ‎4.1 hereto which shall include customary adjustments. The exercise price of each Initial Warrant shall equal NIS 1.8. 4.2. In consideration for the Additional Financing Option, the Company shall issue the Lender, within 45 business days of the Loan Effective Date, additional warrants to purchase a number of up to an additional 1,000,000 ordinary shares of Common Stock equal to one percent (1%) of the outstanding shares of Common Stock, on a fully diluted basis, on such date Company with no nominal value (the “Warrant Issuance Datethe Additional Financing Warrants”) Cargill delivers as set forth next to each Lenders name in Exhibit A. The Additional Financing Warrants shall have the same terms and conditions as the Initial Warrant all according to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the aggregate (the “Warrant Issuance Conditions”), and thereafter Certificate attached as Schedule ‎4.2 hereto which shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction include customary adjustments. 4.3. The issuance of the Warrant Issuance Conditions). Such Initial Warrants and the Additional Financing Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Date, the number of shares of Common Stock subject to the Warrant to be issued would, when added approvals of the Company's relevant organs and the approval of the TASE for the listing for trade of the Company's shares upon and subject to the number exercise of the Warrants. 4.4. Each Lender acknowledges that the Initial Warrants, the Additional Financing Warrants and the shares as a result of Common Stock the exercise thereof shall be subject to Warrants previously issued, exceed four and 99/100 percent (4.99%) of the outstanding shares of Common Stock restrictions on such Warrant Issuance Date, then the Warrant to be issued shall cover only that number of shares of Common Stock which, when added to the number of shares of Common Stock subject to previously issued Warrants, equals 4.99% of the outstanding Common Stock on such Warrant Issuance Date, and EPC shall not be obligated to issue any further Warrants resale pursuant to the terms provisions of this Agreement. Each Warrant shall have an exercise price per share equal to seventy-five percent (75%) Section 15 of the closing price of Securities Law, 5728 – 1968, and the Common Stock on the last trading day immediately prior to the Warrant Issuance Date. All share calculations pursuant to this Section 2.1(a) shall be rounded to the nearest whole shareregulations and instructions enacted under it.

Warrants. EPC shall ▇▇▇▇▇ ▇Section 8(d) of the common stock purchase warrants issued by NetSol to Jesup & ▇▇▇▇▇▇ warrants Securities Corp. and Deephaven is hereby amended and restated in its entirety to purchase shares of EPC’s common stockread as follows: If the Company or any subsidiary thereof, $0.01 par value per share as applicable with respect to Common Stock Equivalents (“Common Stock”) (the “Warrants”as defined below). EPC , at any time while this Warrant is outstanding, shall issue to Cargill a Warrant to purchase a number of shares of Common Stock equal or rights, warrants, options or other securities or debt that is convertible into or exchangeable for shares of Common Stock ("COMMON STOCK EQUIVALENTS") entitling any Person to one percent (1%) of the outstanding acquire shares of Common Stock, on at a fully diluted basisprice per share less than the Exercise Price (if the holder of the Common Stock or Common Stock Equivalent so issued shall at any time, on whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such date (issuance, be entitled to receive shares of Common Stock at a price less than the “Warrant Issuance Date”) Cargill delivers Exercise Price, such issuance shall be deemed to have occurred for less than the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the aggregate (the “Warrant Issuance Conditions”Exercise Price), and thereafter shall issue Warrants on each succeeding date on which then the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants Exercise Price shall be in multiplied by a fraction, the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Date, numerator of which shall be the number of shares of Common Stock subject outstanding immediately prior to the Warrant to be issued would, when added to issuance of such Common Stock or such Common Stock Equivalents plus the number of shares of Common Stock subject to Warrants previously issued, exceed four and 99/100 percent (4.99%) of which the outstanding offering price for such shares of Common Stock on such Warrant Issuance Date, then the Warrant to be issued shall cover only that number of shares of or Common Stock whichEquivalents would purchase at the Exercise Price, when added to and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable, PROVIDED, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Common Stock Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Equivalents. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the business day following the issuance of any Common Stock or Common Stock Equivalent subject to previously issued Warrantsthis section, equals 4.99% indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms. No adjustment under this Section shall be made as a result of: (i) the granting of options or warrants to employees, officers and directors of the outstanding Company, and the issuance of Common Stock on upon exercise of such Warrant Issuance Dateoptions or warrants granted under any stock option plan heretofore or hereinafter duly adopted by the Company and (ii) shares of Common Stock issuable upon exercise of any currently outstanding warrants and other outstanding convertible securities of the Company, in each case as and EPC shall to the extent disclosed in SCHEDULE 2.1(c) to the Securities Purchase Agreement (but not be obligated as to issue any further Warrants pursuant to amendments or modifications of the terms of such securities after the date of this Agreement. Each Warrant shall have an exercise price per share equal to seventy, including "back-five percent (75%) of the closing price of the Common Stock on the last trading day immediately prior to the Warrant Issuance Date. All share calculations pursuant to this Section 2.1(a) shall be rounded to the nearest whole sharedated" agreements).

Warrants. EPC shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ warrants (a) The right to purchase shares a Warrant Share under a Warrant may be exercised at any time until the close of EPCbusiness on the day which is six (6) months from the date such Warrant was issued to the holder, 50% of the Purchaser’s common stock, $0.01 par value per share (“Common Stock”) Warrants being subject to the following provision (the “WarrantsFirst Acceleration”). EPC shall issue to Cargill a Warrant to purchase a number of shares of Common Stock equal to one percent (1%) of the outstanding shares of Common Stock, on a fully diluted basis, on such date (the “Warrant Issuance Date”) Cargill delivers to the EPC Parties executed Project Commitments with Project Candidates relating to AD Projects covering 10,000 Cow Equivalents in the aggregate (the “Warrant Issuance Conditions”), and thereafter shall issue Warrants on each succeeding date on which the Warrant Issuance Conditions have again been satisfied (without regard to any prior satisfaction of the Warrant Issuance Conditions). Such Warrants shall be in the form attached to this Agreement as Schedule 5. If, on any Warrant Issuance Date, the number of shares of Common Stock subject to the Warrant to be issued would, when added to the number of shares of Common Stock subject to Warrants previously issued, exceed four and 99/100 percent (4.99%) of the outstanding shares of Common Stock on such Warrant Issuance Date, then the Warrant to be issued shall cover only that number of shares of Common Stock which, when added to the number of shares of Common Stock subject to previously issued Warrants, equals 4.99% of the outstanding Common Stock on such Warrant Issuance Date, and EPC shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement. Each Warrant shall have an exercise price per share equal to seventy-five percent (75%) of ): if the closing price of the Common Stock Shares of the Corporation as traded on the last Canadian Securities Exchange greater than CDN$1.50 per Common Share for any 14 consecutive trading days (the “First Threshold Period”), then the Purchaser shall have until 4:00 pm (San Diego, CA, USA Time) of the 30th calendar day immediately prior after the Corporation’s news release announcement of the occurrence of the First Threshold Period to exercise the 50% of the Purchaser’s Warrants (the “First Accelerated Expiry Date”). If the Purchaser does not exercise those Warrants subjected to the First Acceleration by the First Accelerated Expiry Date, then those Warrants shall be deemed to be cancelled and have no force and effect. The remaining 50% of the Purchaser’s Warrants shall be subject to the following provision (the “Second Acceleration”): if the closing price of the Common Shares of the Corporation as traded on the Canadian Securities Exchange is equal to or greater than CDN$2.00 per Common Share for any 14 consecutive trading days (the “Second Threshold Period”) occurring any time after the First Threshold Period, then the Purchaser shall have until 4:00 pm (San Diego, CA, USA Time) of the 30th calendar day of the Corporation’s news release announcement of the occurrence of the Second Threshold Period to exercise the remaining 50% of the Purchaser’s Warrants (the “Second Accelerated Expiry Date”). If the Purchaser does not exercise those remaining Warrants subjected to the Second Acceleration by the Second Accelerated Expiry Date, then those Warrants shall be deemed to be cancelled and have no force and effect. (b) The Warrants will be issued and registered in the name of the Purchaser or its nominee. (c) Each whole Warrant will entitle the holder, on exercise, to purchase one Warrant Share at a price of US$0.80 per Warrant Share. (d) The Warrants will be non-transferable. (e) Unless permitted under the applicable Canadian Securities Laws, the holder of the Warrants and Warrant Shares must not trade such securities before the date which is four months and one day after the Closing Date. (f) Under applicable U.S. Securities Laws, the Warrant Shares issued upon exercise of the Warrants will be freely tradable, provided the Company’s Offering Statement pursuant to Regulation A is in effect with respect to the Warrant Issuance DateShares at the time of exercise. All share calculations In the absence of an effective Offering Statement pursuant to this Section 2.1(a) shall Regulation A, the Warrants may not be rounded exercised unless they qualify for an exemption from registration under the 1933 Act, which must be established to the nearest whole sharesatisfaction of the Company and its counsel. To the extent the Warrant Shares are offered and sold pursuant to exemptions from registration under the 1933 Act, they will generally be deemed to be “restricted securities” under Rule 144 under the 1933 Act, must bear a U.S. restrictive legend and will be subject to a one (1) year hold period. (g) The book-entry form or certificates representing the Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Warrant Shares issued upon exercise of the Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Corporation's Shares, the payment of stock dividends and the amalgamation of the Corporation. (h) The issue of the Warrants will not restrict or prevent the Corporation from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Warrants may be exercised.