Exercise Price Uses in Definitions Clause

Definitions from Common Stock Purchase Warrant

THIS COMMON STOCK PURCHASE WARRANT (the Warrant) certifies that, for value received, or its assigns (the Holder) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [the date hereof] (the Initial Exercise Date) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date, or if such date is not a Trading Day, the next succeeding Trading Day (the Termination Date) but not thereafter, to subscribe for and purchase from Egalet Corporation, a Delaware corporation (the Company), up to [100% warrant coverage] shares (as subject to adjustment hereunder, the Warrant Shares) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set below: Section 1. Definitions. Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the Companys board of directors. Common Stock means the common stock, par value $0.001 per share, of the Company and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Companys subsidiaries which would entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock. Eligible Market means The New York Stock Exchange, the NYSE MKT, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Common Stock issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the initial issuance date of this Warrant, provided that such securities have not been amended since the initial issuance date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, (c) shares of Common Stock, or securities convertible or exercisable into shares of Common Stock, that would result in an adjustment to the Exercise Price pursuant to Section 3(a), 3(c) or 3(d) (including the issuance of securities to the Companys shareholders as a dividend or other distribution), (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance (i) shall be in connection with an acquisition or strategic transaction within or related to the healthcare or pharmaceutical industry and (ii) shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities and (e) securities to lenders or financial institutions as an equity kicker in connection with any borrowings or credit arrangements that are approved by the Board of Directors; provided, however, that any shares of Common Stock issued pursuant to this clause (e) or shares of Common Stock issuable upon conversion, exercise or exchange of securities pursuant to this clause (e) shall not in the aggregate exceed, when taken together with any such prior issuances, 10% of the number of shares of Common Stock issued and outstanding at the time of such issuance. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Standard Settlement Period means the standard settlement period, expressed in a number of Trading Days, on the Companys primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. For the avoidance of doubt, the Standard Settlement Period as of the Initial Exercise Date is three (3) Trading Days. Trading Day means a day on which the principal Trading Market is open for trading. Trading Market means any of the following markets or exchanges on which the shares of Common Stock are listed or quoted for trading on the date in question: The NASDAQ Global Market (or any successors thereto) or, if the Common Stock is not then listed on The NASDAQ Global Market (or any successors thereto), the principal other U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading.

DEFINITIONS from Warrant

This certifies that in consideration of value received by the Company (as defined below), receipt of which is hereby acknowledged, []1, a [] [], or its Permitted Warrant Transferees (as defined below), is entitled, subject to the terms and conditions of this Warrant, to purchase from the Company at a price per Warrant Share (as defined below) equal to the Exercise Price (as defined below) up to an aggregate of [] ([]) Warrant Shares (subject to adjustment as provided herein), upon surrender of this Warrant at the principal offices of the Company, together with a Subscription Form, a Joinder (in each case as defined below) and simultaneous payment of an amount equal to the product obtained by multiplying the Exercise Price by the number of Warrant Shares so purchased in lawful money of the United States, or by an election to net exercise as set forth in Section 2.5. The Exercise Price and the number and character of Warrant Shares purchasable under this Warrant are subject to adjustment

DEFINITIONS. As used in this Warrant, the following terms shall have the meanings set forth below. Capitalized terms used in this Warrant and not otherwise defined herein shall have their respective meanings set forth in the Investors Shareholders Agreement. Amended Credit Agreement means certain Amended Credit Agreement, dated as of November 5, 2016, by and among SMART Worldwide Holdings, Inc. (as successor in interest to SMART Modular Technologies (Global Holdings), Inc. (f/k/a SMART Modular Technologies (Global Memory Holdings), Inc.), SMART Modular Technologies (Global), Inc., the lenders party thereto and Barclays Bank PLC, as administrative agent, as it may be further amended from time to time. Cayman Court has the meaning set forth in Section 8.4(a). Change of Control Transaction means a transaction or transactions involving (i) the Transfer, in a single transaction or a series of related transactions, of not less than fifty percent (50%) of the outstanding Transferable Shares (which Transferable Shares to be Transferred may include Transferable Shares held by the Management Investors, the Warrant Investors and/or other holders of Transferable Shares required to be Transferred pursuant to Section 3.7 (Drag-Along Rights) of the Investors Shareholders Agreement or analogous obligations) to one (1) or more Persons (other than the Silver Lake Investors or their affiliated investment funds or their respective portfolio companies) or (ii) (A) the sale of all or substantially all of the Companys assets to a Person or Persons (other than the Silver Lake Investors or their affiliated investment funds or their respective portfolio companies) or (B) the merger, amalgamation or consolidation of the Company with another Person or Persons (other than the Silver Lake Investors or their affiliated investment funds or their respective portfolio companies), where, immediately after such merger, amalgamation or consolidation, the Persons beneficially owning Ordinary Shares immediately prior to such merger, amalgamation or consolidation do not beneficially own at least fifty (50%) of the outstanding capital stock of the Person surviving such merger, amalgamation or consolidation. Chosen Court has the meaning set forth in Section 8.4(a). Code has the meaning set forth in Section 7.3(a). Company means SMART Global Holdings, Inc. (f/k/a Saleen Holdings, Inc.), a Cayman Islands exempted company. Company shall include, in addition to the Company identified in the preceding sentence, any other entity that succeeds to the Companys obligations under this Warrant, whether by permitted assignment, by merger or consolidation or otherwise. Delaware Court has the meaning set forth in Section 8.4(a). Exercise Price means $0.01 per Warrant Share. The Exercise Price is subject to adjustment as provided herein. Fair Market Value of Ordinary Shares or any other security or property means, at any time of determination, the fair market value thereof as determined by the Board in good faith, except that (i) if the exercise of this Warrant is in connection with and contingent upon the consummation of a Change of Control Transaction, the fair market value of one Warrant Share shall be the fair market value as of the date of the definitive agreement relating to such Change of Control Transaction of consideration to be received in respect of one Ordinary Share in such Change of Control Transaction, as determined by the Board in good faith, (ii) if the exercise of this Warrant is in connection with and contingent upon the consummation of an Initial Public Offering, the fair market value of one Warrant Share shall be the initial offering price to the public in such Initial Public Offering, as set forth on the cover of the final prospectus with respect to such Initial Public Offering, of such number of shares of the Registering Entity as one Ordinary Share would be convertible or exchangeable into at the time of such Initial Public Offering and (iii) if the exercise of this Warrant is in connection with and contingent upon the consummation of a Liquidation, the fair market value of one Warrant Share shall be the fair market value of consideration to be received in respect of one Ordinary Share in such Liquidation, as determined by the Board or the liquidator, as the case may be, in good faith. First Tranche Warrant Shares means, [ ]2 Warrant Shares. Holder means the duly registered holder of this Warrant under the terms and conditions hereof, including any Permitted Warrant Transferee thereof. Investors Shareholders Agreement means the Amended and Restated Investors Shareholders Agreement of the Company, dated as of the date hereof, including all exhibits, annexes and schedules thereto, as amended, supplemented, modified or restated from time to time. Joinder means a duly executed joinder agreement to the Investors Shareholders Agreement in the form attached hereto as Exhibit B. Liquidation means a liquidation or winding up of the Company. Ordinary Shares mean

Definitions from Warrant

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

Definitions. As used in this Warrant, the following terms have the respective meanings set forth below: Exercise Price (organization) values">Aggregate Exercise Price means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is then being exercised pursuant to SECTION 3 hereof, multiplied by (b) the Exercise Price in effect as of the Exercise Date in accordance with the terms of this Warrant. Board means the board of directors of the Company. Business Day means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the British Virgin Islands are authorized or obligated by law or executive order to close. Common Shares means the common shares, no par value, of the Company, and any capital stock into which such Common Shares shall have been converted, exchanged or reclassified following the date hereof. Company has the meaning set forth in the preamble. Exercise Date means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in SECTION 3 shall have been satisfied at or prior to 5:00 p.m., New York time, on a Business Day, including, without limitation, the receipt by the Company of the Exercise Notice, the Warrant and the Aggregate Exercise Price. Exercise Notice has the meaning set forth in SECTION 3(a)(i). Exercise Period has the meaning set forth in SECTION 2. Exercise Price has the meaning set forth in the preamble. Fair Market Value means, as of any particular date: (a) the volume weighted average of the closing sales prices of the Common Shares for such day on all United States securities exchanges on which the Common Shares may at the time be listed; (b) if there have been no sales of the Common Shares on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Common Shares on all such exchanges at the end of such day; (c) if on any such day the Common Shares are not listed on a United States securities exchange, the closing sales price of the Common Shares on the principal stock exchange on which the Common Shares may at the time be listed; (d) if on any such day the Common Shares are not listed on a United States securities exchange and there is no other principal stock exchange on which the Common Shares are listed, the closing sales price of the Common Shares as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association for such day; or (d) if there have been no sales of the Common Shares on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Common Shares quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately prior to the day as of which Fair Market Value is being determined; provided, that if the Common Shares are listed on any securities exchange under clause (a), (b) or (c) above, the term Business Day as used in this sentence means Business Days on which such exchange is open for trading. If at any time the Common Shares are not listed on any United States securities exchange or any other principal stock exchange and are not quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the Fair Market Value of the Common Shares shall be the fair market value per share as determined jointly by the Board and the Holder; provided, that if the Board and the Holder are unable to agree on the fair market value per share of the Common Shares within a reasonable period of time (not to exceed ten (10) Business Days) from the Companys receipt of the Exercise Notice), such fair market value shall be determined by a nationally recognized investment banking, accounting or valuation firm jointly selected by the Board and the Holder. The determination of such firm shall be final and conclusive, and the fees and expenses of such valuation firm shall be borne equally by the Company and the Holder. Holder has the meaning set forth in the preamble. Loan has the meaning set forth in the preamble. Original Issue Date means January 26, 2017. OTC Bulletin Board means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system. Person means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof. Pink OTC Markets means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink. Shareholders Agreement has the meaning set forth in the legend endorsed hereon. Warrant means this Warrant No. 4 and all warrants issued upon division or combination of, or in substitution for, this Warrant. Warrant Shares means the Common Shares or other ca

Definitions from Warrant

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

Definitions. As used in this Warrant, the following terms have the respective meanings set forth below: Exercise Price (organization) values">Aggregate Exercise Price means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price in effect as of the Exercise Date in accordance with the terms of this Warrant. ALS Agreement has the meaning set forth in the preamble. Board means the board of directors of the Company. Business Day means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the British Virgin Islands are authorized or obligated by law or executive order to close. Common Shares means the common shares, no par value, of the Company, and any capital stock into which such Common Shares shall have been converted, exchanged or reclassified following the date hereof. Company has the meaning set forth in the preamble. Exercise Date means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m., New York time, on a Business Day, including, without limitation, the receipt by the Company of the Exercise Notice, the Warrant and the Aggregate Exercise Price. Exercise Notice has the meaning set forth in Section 3(a)(i). Exercise Period has the meaning set forth in Section 2. Exercise Price has the meaning set forth in the preamble. Fair Market Value means, as of any particular date: (a) the volume weighted average of the closing sales prices of the Common Shares for such day on all United States securities exchanges on which the Common Shares may at the time be listed; (b) if there have been no sales of the Common Shares on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Common Shares on all such exchanges at the end of such day; (c) if on any such day the Common Shares are not listed on a United States securities exchange, the closing sales price of the Common Shares on the principal stock exchange on which the Common Shares may at the time be listed; (d) if on any such day the Common Shares are not listed on a United States securities exchange and there is no other principal stock exchange on which the Common Shares are listed, the closing sales price of the Common Shares as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association for such day; or (d) if there have been no sales of the Common Shares on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Common Shares quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately prior to the day as of which Fair Market Value is being determined; provided, that if the Common Shares are listed on any securities exchange under clause (a), (b) or (c) above, the term Business Day as used in this sentence means Business Days on which such exchange is open for trading. If at any time the Common Shares are not listed on any United States securities exchange or any other principal stock exchange and are not quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the Fair Market Value of the Common Shares shall be the fair market value per share as determined jointly by the Board and the Holder; provided, that if the Board and the Holder are unable to agree on the fair market value per share of the Common Shares within a reasonable period of time (not to exceed ten (10) Business Days) from the Companys receipt of the Exercise Notice), such fair market value shall be determined by a nationally recognized investment banking, accounting or valuation firm jointly selected by the Board and the Holder. The determination of such firm shall be final and conclusive, and the fees and expenses of such valuation firm shall be borne equally by the Company and the Holder. Holder has the meaning set forth in the preamble. Original Issue Date means August 15, 2015. OTC Bulletin Board means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system. Person means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof. Pink OTC Markets means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink. Stockholders Agreement has the meaning set forth in the legend endorsed hereon. Warrant means this Warrant No. 1 and all warrants issued upon division or combination of, or in substitution for, this Warrant. Warrant Shares means the Common Shares or

Definitions from Warrant

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

Definitions. As used in this Warrant, the following terms have the respective meanings set forth below: Exercise Price (organization) values">Aggregate Exercise Price means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is then being exercised pursuant to SECTION 3 hereof, multiplied by (b) the Exercise Price in effect as of the Exercise Date in accordance with the terms of this Warrant. Board means the board of directors of the Company. Business Day means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the British Virgin Islands are authorized or obligated by law or executive order to close. Common Shares means the common shares, no par value, of the Company, and any capital stock into which such Common Shares shall have been converted, exchanged or reclassified following the date hereof. Company has the meaning set forth in the preamble. Exercise Date means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in SECTION 3 shall have been satisfied at or prior to 5:00 p.m., New York time, on a Business Day, including, without limitation, the receipt by the Company of the Exercise Notice, the Warrant and the Aggregate Exercise Price. Exercise Notice has the meaning set forth in Section 3(a)(i). Exercise Period has the meaning set forth in SECTION 2. Exercise Price has the meaning set forth in the preamble. Fair Market Value means, as of any particular date: (a) the volume weighted average of the closing sales prices of the Common Shares for such day on all United States securities exchanges on which the Common Shares may at the time be listed; (b) if there have been no sales of the Common Shares on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Common Shares on all such exchanges at the end of such day; (c) if on any such day the Common Shares are not listed on a United States securities exchange, the closing sales price of the Common Shares on the principal stock exchange on which the Common Shares may at the time be listed; (d) if on any such day the Common Shares are not listed on a United States securities exchange and there is no other principal stock exchange on which the Common Shares are listed, the closing sales price of the Common Shares as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association for such day; or (d) if there have been no sales of the Common Shares on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Common Shares quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately prior to the day as of which Fair Market Value is being determined; provided, that if the Common Shares are listed on any securities exchange under clause (a), (b) or (c) above, the term Business Day as used in this sentence means Business Days on which such exchange is open for trading. If at any time the Common Shares are not listed on any United States securities exchange or any other principal stock exchange and are not quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the Fair Market Value of the Common Shares shall be the fair market value per share as determined jointly by the Board and the Holder; provided, that if the Board and the Holder are unable to agree on the fair market value per share of the Common Shares within a reasonable period of time (not to exceed ten (10) Business Days) from the Companys receipt of the Exercise Notice), such fair market value shall be determined by a nationally recognized investment banking, accounting or valuation firm jointly selected by the Board and the Holder. The determination of such firm shall be final and conclusive, and the fees and expenses of such valuation firm shall be borne equally by the Company and the Holder. Holder has the meaning set forth in the preamble. Loan has the meaning set forth in the preamble. Original Issue Date means January 26, 2017. OTC Bulletin Board means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system. Person means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof. Pink OTC Markets means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink. Shareholders Agreement has the meaning set forth in the legend endorsed hereon. Warrant means this Warrant No. 3 and all warrants issued upon division or combination of, or in substitution for, this Warrant. Warrant Shares means the Common Shares or other ca

Definitions from Warrant Certificate

This Warrant Certificate has been issued pursuant to the terms of the Credit and Guaranty Agreement, dated as of June 2, 2016 (as amended or otherwise modified from time to time, the Credit Agreement), among the Company, as the borrower, the guarantors party thereto and Perceptive Credit Opportunities Fund, L.P., as lender.

Definitions. The following terms when used herein have the following meanings: Additional Compensation has the meaning set forth in Section 13(a). Additional Compensation Shares has the meaning set forth in Section 13(a). Exercise Price (organization) values">Aggregate Exercise Price means, with respect to any exercise of this Warrant Certificate for Warrant Shares, an amount equal to the product of (i) the number of Warrant Shares in respect of which this Warrant Certificate is then being exercised pursuant to Section 3 multiplied by (ii) the Exercise Price in effect as of the applicable Exercise Date in accordance with the terms of this Warrant Certificate. Bloomberg has the meaning set forth within the definition of VWAP. Board means the board of directors of the Company. Business Day means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the city of New York, New York are authorized or obligated by law or executive order to close. Cashless Exercise has the meaning set forth in Section 3(b). Class A Preferred Shares means the Class A Preferred Shares of the Company, and any capital into which such Class A Preferred Shares shall have been converted, exchanged or reclassified following the date hereof. Common Shares means the common shares of the Company, and any capital into which such Common Shares shall have been converted, exchanged or reclassified following the date hereof. Company has the meaning set forth in the preamble. Company Articles means the Companys Articles of Incorporation, as amended. Credit Agreement has the meaning set forth in the preamble. Delivery Deadline means (i) in the case of Warrant Shares to be issued upon exercise of this Warrant Certificate, five (5) Business Days after delivery of an Exercise Certificate in respect of such exercise, (ii) in the case Unlegended Shares requested by the Holder to be issued upon satisfaction of the Unrestricted Conditions, ten (10) Business Days after delivery of such requested by the Holder pursuant to Section 12(a)(iii), and (iii) in the case of Additional Compensation Shares, five (5) Business Days following the last day of each calendar month during which an Event of Failure occurred or was continuing, as provided in Section 13(b). Delivery Failure means the failure by the Company, for any reason, to deliver Warrant Shares, Unlegended Shares, Additional Compensations Shares, as the case may be, to the Holder or its designee on or prior to the applicable Delivery Deadline for such shares. DTC means the Depository Trust Company. DWAC has the meaning set forth in Section 3(i). Event of Default means the occurrence of any of the following events or circumstances: (i) the occurrence of a Registration Failure that remains uncured for a period of more than sixty (60) days following written notice thereof to the Company from the Holder; (ii) the occurrence of any Delivery Failure that remains uncured for a period of more than sixty (60) days; (iii) the occurrence of a Transfer Delivery Failure that remains uncured for a period of thirty (30) days or (iv) the breach by the Company of any obligations under Section 3(f) or 3(i) that has not been cured or waived on or before the fifth (5th) Business Day following notification in writing to the Company of such breach. Event of Failure means (i) the occurrence of a Delivery Failure or (ii) the occurrence of a Transfer Delivery Failure. Exchange Act means the Securities Exchange Act of 1934, as amended. Exercise Certificate has the meaning set forth in Section 3(a)(i). Exercise Date means, for any given exercise of this Warrant Certificate, whether in whole or in part, the date on which the conditions to such exercise as set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m., Eastern time, on a Business Day, including, without limitation, the receipt by the Company of the Exercise Certificate and the applicable Aggregate Exercise Price. Exercise Period has the meaning set forth in Section 2. Exercise Price means, initially, USD $4.90 per Warrant Share, as the same may be adjusted as set forth herein. Failure Notice has the meaning set forth in Section 13(a). Fair Market Value means, if the Companys Shares are listed on a Trading Market, as of any particular Trading Date, the VWAP of the Companys Shares measured over the 10 Business Days immediately prior to such day or, if there have been no sales of such Shares on any Trading Market on any such day, the average of the highest bid and lowest asked prices for such Shares on all applicable Trading Markets at the end of such day. If the Companys Shares are not listed, quoted or otherwise available for trading, the Fair Market Value of the Class A Preferred Shares or Common Shares, as applicable, shall be the fair market value per share as determined jointly by the Board and the Holder. FAST has the meaning set forth in Section 3(i). Holder has the meaning set forth in the preamble. In-the-Money Liquidity Event means a Liquidity Event where the aggregate

Definitions from Warrant

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

Definitions. As used in this Warrant, the following terms have the respective meanings set forth below: Exercise Price (organization) values">Aggregate Exercise Price means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price in effect as of the Exercise Date in accordance with the terms of this Warrant. ALS Agreement has the meaning set forth in the preamble. Board means the board of directors of the Company. Business Day means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the British Virgin Islands are authorized or obligated by law or executive order to close. Common Shares means the common shares, no par value, of the Company, and any capital stock into which such Common Shares shall have been converted, exchanged or reclassified following the date hereof. Company has the meaning set forth in the preamble. Exercise Date means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m., New York time, on a Business Day, including, without limitation, the receipt by the Company of the Exercise Notice, the Warrant and the Aggregate Exercise Price. Exercise Notice has the meaning set forth in Section 3(a)(i). Exercise Period has the meaning set forth in Section 2. Exercise Price has the meaning set forth in the preamble. Fair Market Value means, as of any particular date: (a) the volume weighted average of the closing sales prices of the Common Shares for such day on all United States securities exchanges on which the Common Shares may at the time be listed; (b) if there have been no sales of the Common Shares on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Common Shares on all such exchanges at the end of such day; (c) if on any such day the Common Shares are not listed on a United States securities exchange, the closing sales price of the Common Shares on the principal stock exchange on which the Common Shares may at the time be listed; (d) if on any such day the Common Shares are not listed on a United States securities exchange and there is no other principal stock exchange on which the Common Shares are listed, the closing sales price of the Common Shares as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association for such day; or (d) if there have been no sales of the Common Shares on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Common Shares quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately prior to the day as of which Fair Market Value is being determined; provided, that if the Common Shares are listed on any securities exchange under clause (a), (b) or (c) above, the term Business Day as used in this sentence means Business Days on which such exchange is open for trading. If at any time the Common Shares are not listed on any United States securities exchange or any other principal stock exchange and are not quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the Fair Market Value of the Common Shares shall be the fair market value per share as determined jointly by the Board and the Holder; provided, that if the Board and the Holder are unable to agree on the fair market value per share of the Common Shares within a reasonable period of time (not to exceed ten (10) Business Days) from the Companys receipt of the Exercise Notice), such fair market value shall be determined by a nationally recognized investment banking, accounting or valuation firm jointly selected by the Board and the Holder. The determination of such firm shall be final and conclusive, and the fees and expenses of such valuation firm shall be borne equally by the Company and the Holder. Holder has the meaning set forth in the preamble. Original Issue Date means August 15, 2015. OTC Bulletin Board means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system. Person means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof. Pink OTC Markets means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink. Stockholders Agreement has the meaning set forth in the legend endorsed hereon. Warrant means this Warrant No. 1 and all warrants issued upon division or combination of, or in substitution for, this Warrant. Warrant Shares means the Common Shares or

Definitions from Warrant

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

Definitions. As used in this Warrant, the following terms have the respective meanings set forth below: Exercise Price (organization) values">Aggregate Exercise Price means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is then being exercised pursuant to SECTION 3 hereof, multiplied by (b) the Exercise Price in effect as of the Exercise Date in accordance with the terms of this Warrant. Board means the board of directors of the Company. Business Day means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the British Virgin Islands are authorized or obligated by law or executive order to close. Common Shares means the common shares, no par value, of the Company, and any capital stock into which such Common Shares shall have been converted, exchanged or reclassified following the date hereof. Company has the meaning set forth in the preamble. Exercise Date means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in SECTION 3 shall have been satisfied at or prior to 5:00 p.m., New York time, on a Business Day, including, without limitation, the receipt by the Company of the Exercise Notice, the Warrant and the Aggregate Exercise Price. Exercise Notice has the meaning set forth in SECTION 3(a)(i). Exercise Period has the meaning set forth in SECTION 2. Exercise Price has the meaning set forth in the preamble. Fair Market Value means, as of any particular date: (a) the volume weighted average of the closing sales prices of the Common Shares for such day on all United States securities exchanges on which the Common Shares may at the time be listed; (b) if there have been no sales of the Common Shares on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Common Shares on all such exchanges at the end of such day; (c) if on any such day the Common Shares are not listed on a United States securities exchange, the closing sales price of the Common Shares on the principal stock exchange on which the Common Shares may at the time be listed; (d) if on any such day the Common Shares are not listed on a United States securities exchange and there is no other principal stock exchange on which the Common Shares are listed, the closing sales price of the Common Shares as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association for such day; or (d) if there have been no sales of the Common Shares on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Common Shares quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately prior to the day as of which Fair Market Value is being determined; provided, that if the Common Shares are listed on any securities exchange under clause (a), (b) or (c) above, the term Business Day as used in this sentence means Business Days on which such exchange is open for trading. If at any time the Common Shares are not listed on any United States securities exchange or any other principal stock exchange and are not quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the Fair Market Value of the Common Shares shall be the fair market value per share as determined jointly by the Board and the Holder; provided, that if the Board and the Holder are unable to agree on the fair market value per share of the Common Shares within a reasonable period of time (not to exceed ten (10) Business Days) from the Companys receipt of the Exercise Notice), such fair market value shall be determined by a nationally recognized investment banking, accounting or valuation firm jointly selected by the Board and the Holder. The determination of such firm shall be final and conclusive, and the fees and expenses of such valuation firm shall be borne equally by the Company and the Holder. Holder has the meaning set forth in the preamble. Loan has the meaning set forth in the preamble. Original Issue Date means January 26, 2017. OTC Bulletin Board means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system. Person means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof. Pink OTC Markets means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink. Shareholders Agreement has the meaning set forth in the legend endorsed hereon. Warrant means this Warrant No. 4 and all warrants issued upon division or combination of, or in substitution for, this Warrant. Warrant Shares means the Common Shares or other ca

Definitions from Warrant

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

Definitions. As used in this Warrant, the following terms have the respective meanings set forth below: Exercise Price (organization) values">Aggregate Exercise Price means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is then being exercised pursuant to SECTION 3 hereof, multiplied by (b) the Exercise Price in effect as of the Exercise Date in accordance with the terms of this Warrant. Board means the board of directors of the Company. Business Day means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the British Virgin Islands are authorized or obligated by law or executive order to close. Common Shares means the common shares, no par value, of the Company, and any capital stock into which such Common Shares shall have been converted, exchanged or reclassified following the date hereof. Company has the meaning set forth in the preamble. Exercise Date means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in SECTION 3 shall have been satisfied at or prior to 5:00 p.m., New York time, on a Business Day, including, without limitation, the receipt by the Company of the Exercise Notice, the Warrant and the Aggregate Exercise Price. Exercise Notice has the meaning set forth in Section 3(a)(i). Exercise Period has the meaning set forth in SECTION 2. Exercise Price has the meaning set forth in the preamble. Fair Market Value means, as of any particular date: (a) the volume weighted average of the closing sales prices of the Common Shares for such day on all United States securities exchanges on which the Common Shares may at the time be listed; (b) if there have been no sales of the Common Shares on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Common Shares on all such exchanges at the end of such day; (c) if on any such day the Common Shares are not listed on a United States securities exchange, the closing sales price of the Common Shares on the principal stock exchange on which the Common Shares may at the time be listed; (d) if on any such day the Common Shares are not listed on a United States securities exchange and there is no other principal stock exchange on which the Common Shares are listed, the closing sales price of the Common Shares as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association for such day; or (d) if there have been no sales of the Common Shares on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Common Shares quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately prior to the day as of which Fair Market Value is being determined; provided, that if the Common Shares are listed on any securities exchange under clause (a), (b) or (c) above, the term Business Day as used in this sentence means Business Days on which such exchange is open for trading. If at any time the Common Shares are not listed on any United States securities exchange or any other principal stock exchange and are not quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the Fair Market Value of the Common Shares shall be the fair market value per share as determined jointly by the Board and the Holder; provided, that if the Board and the Holder are unable to agree on the fair market value per share of the Common Shares within a reasonable period of time (not to exceed ten (10) Business Days) from the Companys receipt of the Exercise Notice), such fair market value shall be determined by a nationally recognized investment banking, accounting or valuation firm jointly selected by the Board and the Holder. The determination of such firm shall be final and conclusive, and the fees and expenses of such valuation firm shall be borne equally by the Company and the Holder. Holder has the meaning set forth in the preamble. Loan has the meaning set forth in the preamble. Original Issue Date means January 26, 2017. OTC Bulletin Board means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system. Person means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof. Pink OTC Markets means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink. Shareholders Agreement has the meaning set forth in the legend endorsed hereon. Warrant means this Warrant No. 3 and all warrants issued upon division or combination of, or in substitution for, this Warrant. Warrant Shares means the Common Shares or other ca

Definitions

TAX ASSET PROTECTION PLAN (as amended from time to time, this Plan), dated as of January 26, 2017, between Stonegate Mortgage Corporation, an Ohio corporation (the Company), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as Rights Agent (the Rights Agent, which term shall include any successor Rights Agent hereunder).

Definitions. For purposes of this Plan, the following terms have the meanings indicated: Acquiring Person shall mean any Person who is or becomes the Beneficial Owner of 4.9% or more of the outstanding shares of Common Stock at any time after the first public announcement of this Plan; provided, however, that the term Acquiring Person shall not include (i) any Person who is the Beneficial Owner of 4.9% or more of the outstanding shares of Common Stock at the time of the first public announcement of the adoption of this Plan and who continuously thereafter is the Beneficial Owner of 4.9% or more of the outstanding shares of Common Stock (an Existing Holder), until such time thereafter as such Person becomes the Beneficial Owner (other than by means of a stock dividend, stock split or reclassification) of additional shares of Common Stock, (ii) any Person who becomes the Beneficial Owner of 4.9% or more of the outstanding shares of Common Stock after the time of the first public announcement of this Plan solely as a result of (A) an acquisition by the Company of shares of Common Stock or (B) an acquisition directly from the Company in a transaction which duly authorized officers of the Company have determined will not result in the creation of an Acquiring Person under the Plan, until, in each case, such time thereafter as such Person becomes the Beneficial Owner (other than by means of a stock dividend, stock split or reclassification) of additional shares of Common Stock while such Person is or as a result of which such Person becomes the Beneficial Owner of 4.9% or more of the outstanding shares of Common Stock, (iii) any Person who the Board of Directors determines, in its sole discretion, has inadvertently become the Beneficial Owner of 4.9% or more of the outstanding shares of Common Stock, if such Person promptly divests, or promptly enters into an agreement with, and satisfactory to, the Board of Directors, in the Board of Directors sole discretion, to divest, and subsequently divests in accordance with the terms of such agreement (without exercising or retaining any power, including voting power, with respect to such shares), sufficient shares of Common Stock (or securities convertible into, exchangeable into or exercisable for Common Stock) so that such Person ceases to be the Beneficial Owner of 4.9% or more of the outstanding shares of Common Stock or (iv) any Person determined by the Board of Directors to be an Exempt Person in accordance with Section 5.3 for so long as such person complies with any limitations or conditions required by the Board of Directors in making such determination. In addition, the Company, any Subsidiary of the Company and any employee stock ownership or other employee benefit plan of the Company or a Subsidiary of the Company (or any entity or trustee holding shares of Common Stock for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company) shall not be an Acquiring Person. For all purposes of this Plan, any calculation of the number of shares of Common Stock outstanding at any particular time, for purposes of determining the particular percentage of such outstanding Common Stock of which any Person is the Beneficial Owner, shall be made pursuant to and in accordance with Section 382 of the Code and the Treasury Regulations promulgated thereunder; provided that for purposes of this Agreement, options within the meaning of Section 382 and the Treasury Regulations thereunder that are held by any Person shall be deemed to be exercised in accordance with the definition of Beneficial Ownership. Notwithstanding anything in this Plan to the contrary, neither Parent nor Merger Sub shall be deemed to be an Acquiring Person solely by virtue of the execution or performance of the Merger Agreement or the Voting Agreements, or the consummation of the transactions contemplated thereby. Affiliate shall have the meaning ascribed to such terms in Rule 12b-2 under the Exchange Act, as such Rule is in effect on the date of this Plan and, to the extent not included within the foregoing, will also include, with respect to any Person, any other Person (other than an Exempt Person) whose Common Stock would be deemed owned constructively or indirectly by, or otherwise aggregated with, such first Person pursuant to the provisions of Section 382 of the Code and the Treasury Regulations promulgated thereunder. A Person shall be deemed the Beneficial Owner, and to have Beneficial Ownership of, and to Beneficially Own, any securities (i) which such Person directly owns, (ii) which such Person would be deemed to indirectly or constructively own for purposes of Section 382 of the Code and the Treasury Regulations promulgated thereunder or (iii) which any other Person Beneficially Owns, but only if such Person and such other Person are part of the same group of Persons that, with respec