Common use of Warrants Clause in Contracts

Warrants. As additional compensation for the services performed hereunder, the Company shall issue to HCW or its designees at each Closing, warrants (the “HCW Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC

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

Warrants. As additional compensation for EPC shall xxxxx Xxxxxxx warrants to purchase shares of EPC’s common stock, $0.01 par value per share (“Common Stock”) (the services performed hereunder, the Company “Warrants”). EPC shall issue to HCW or its designees at each ClosingCargill a Warrant to purchase a number of shares of Common Stock equal to one percent (1%) of the outstanding shares of Common Stock, warrants on a fully diluted basis, on such date (the “HCW WarrantsWarrant Issuance Date”) Cargill delivers to purchase 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 of Common Stock which, when added to the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement subject to such Purchaserspreviously issued Warrants, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125equals 4.99% of the offering price per share outstanding Common Stock on such Warrant Issuance Date, and they EPC shall not be obligated to issue any further Warrants pursuant to the terms of this Agreement. Each Warrant shall have an exercise period of price per share equal to seventy-five years from issuance except that if the offering is registered 5 years from the effective date percent (75%) of the shelf registration statement referred closing price of the Common Stock on the last trading day immediately prior to in the Warrant Issuance Date. All share calculations pursuant to this Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants 2.1(a) shall be in a customary form reasonably acceptable rounded to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCnearest whole share.

Warrants. As additional compensation for the services performed hereunder, the Company shall issue to HCW or its designees at each Closing, warrants (the “HCW Warrants”a) The right to purchase that number a Warrant Share under a Warrant may be exercised at any time until the close of shares of common stock of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, business on the shares issued to each holder in such oversubscription option or greeshoes day which is six (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six 6) months from the date such Warrant was issued to the holder, 50% of the PlacementPurchaser’s Warrants being subject to the following provision (the “First Acceleration”): if the closing price of the Common Shares of the Corporation as traded on the Canadian Securities Exchange greater than CDN$1.50 per Common Share for any 14 consecutive trading days (the “First Threshold Period”), and furtherthen the Purchaser shall have until 4:00 pm (San Diego, CA, USA Time) of the number 30th calendar day after the Corporation’s news release announcement of Shares underlying the HCW 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 reduced 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 necessary the closing price of the Common Shares of the Corporation as traded on the Canadian Securities Exchange is equal to comply with FINRA rules or regulationsgreater 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”). 400 Xxxx Xxxxxx | Xxx XxxxIf the Purchaser does not exercise those remaining Warrants subjected to the Second Acceleration by the Second Accelerated Expiry Date, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCthen those Warrants shall be deemed to be cancelled and have no force and effect.

Warrants. As additional compensation for (i) At least forty five (45) days prior to any Transfer of Warrants by Acquisition Company or the services performed hereunderFoundation (each a "Warrant Transferor") to any Person other than the Company or a Wholly Owned Subsidiary, the Warrant Transferor shall deliver a written notice (the "Warrant Sale Notice") to the Company (and the Company shall issue deliver the Warrant Sale Notice to HCW or its designees at each Closingthe other holders of Warrants and other Stockholders), warrants (specifying in reasonable detail the “HCW Warrants”) to purchase that number of shares of common stock Warrants to be Transferred, the proposed terms and conditions of the Company (“Shares”) equal to 5% proposed Transfer and the identity of the aggregate number prospective transferee(s). Upon receipt of Shares placed in the Placement (orWarrant Sale Notice, if Convertible Securities, shares each of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares other holders of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted manner provided in Section 7(c)(ii) below, each Management Stockholder (the "Tag-along Warrant Holders") shall have a right (a "Warrant Tag-along Right") to participate in the contemplated Transfer by delivering written notice (the "Warrant Tag-along Notice") to the investors, if Warrant Transferor and when such rights are exercised the Company within 30 days after receipt by the holdersTag-along Warrant Holders of the Warrant Sale Notice. If any Tag-along Warrant Holder has elected to participate in such Transfer, the Warrant Transferor and each such electing Tag-along Warrant Holder shall be entitled to sell in the contemplated Transfer, at the same price per Warrant and on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein same terms, a number of Warrants equal to the contrary, compensation payable or issuable as a result product of (A) the exercise percentage of an “oversubscription option” or “greenshoe” shall be required only if outstanding Warrants held by such Person and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, (B) the number of Shares underlying Warrants to be sold in the HCW contemplated Transfer. The Warrant Transferor shall use commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Tag-along Warrant Holders in the contemplated Transfer, and no Warrant Transferor shall Transfer any Warrants to any prospective transferee(s) if such transferee(s) refuses to allow the full participation of the Tag-along Warrant Holders as set forth herein. Notwithstanding the foregoing, if Acquisition Company does not exercise its Warrant Tag-along Right with respect to a Warrant Sale Notice given by the Foundation, no Management Stockholder shall be reduced if necessary to comply have a Warrant Tag-along Right with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCrespect thereto.

Warrants. As additional compensation for of the services performed hereunderEffective Time, the Company shall issue to HCW or its designees at each Closing, all warrants (the “HCW Warrants”) to purchase that shares issued by PictureWorks ("WARRANTS") shall be assumed by iPIX. Immediately after the Effective Time, each Warrant outstanding immediately prior to the Effective Time shall be deemed to constitute a warrant to acquire, on the same terms and conditions as were applicable under such Warrant at the Effective Time, such number of shares of common stock iPIX Shares as is equal to the number of PictureWorks Shares subject to the unexercised portion of such Warrant multiplied by the Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the next lowest whole number); provided, that with respect to iPIX Shares issuable in respect of PictureWorks Series B Warrants, such number of shares of iPIX Shares shall be equal to the sum of (a) the quotient of (i) $3.00 and (ii) the average of the Company closing prices on NASDAQ for iPIX Shares for the ten (“Shares”10) equal business days ending on the second day prior to 5% of such exercise, multiplied by the aggregate number of PictureWorks Series B Preferred Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasersthat would be, but excluding shares for the Merger, issuable in respect of Common Stock issuable upon the exercise of any Series B Preferred Share Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable outstanding as a result of the exercise date and (b) the number of PictureWorks Shares subject to the unexercised portion of such Warrant calculated on an “oversubscription option” or “greenshoe” as converted basis of 2:1, multiplied by the Conversion Ratio. The exercise price per share of each such assumed Warrant shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued equal to the Purchasers in the Placement, if any, except that the exercise price shall of such Warrant immediately prior to the Effective Time, divided by the Conversion Ratio (with any fraction of a cent resulting from such division to be 125% rounded up to the next highest whole cent). The term, exercisability and all of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date other terms of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCotherwise remain unchanged.

Warrants. As additional compensation 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 $0.01 par value common stock of PMSI. As used herein, a "Warrant Issue Period" shall mean, with respect to any Warrant Issue Date, the preceding twelve (12) month period ending on the last day of February of that year. As a condition to PMSI's obligation to issue a Warrant on the Warrant Issue Date of April 30, 2001, Newco's consolidated net income, determined using generally accepted accounting principles consistently applied ("Consolidated Net Income"), for the services performed hereunderrespective Warrant Issue Period must exceed one hundred twenty percent (120%) of the Consolidated Net Income for the period beginning March 1, 1999 and ending February 29, 2000. As a condition to PMSI's obligation to issue a Warrant on any of the Company Warrant Issue Dates in the years 2002, 2003, 2004 and 2005, Newco's increase in Consolidated Net Income for the respective Warrant Issue Period must exceed a target amount to be determined in advance of each Warrant Issue Period by the vote or written consent of two of the three managers of Newco; provided, however, that such target amount cannot exceed (a) one hundred twenty percent (120%) of the Consolidated Net Income for the Warrant Issue Period ending on the last day of February in the full calendar year immediately preceding the Warrant Issue Date, or (b) with respect to Warrants issuable on or after the 2003 Warrant Issue Date, one hundred forty-four percent (144%) of the Consolidated Net Income for the Warrant Issue Period ending on the last day of February in the second most recent full calendar year that precedes the Warrant Issue Date. The rights under each Warrant issued pursuant to this Section shall issue to HCW or its designees at vest twenty percent (20%) upon the expiration of each Closingfull year following the date of grant, warrants (until completely vested, and the “HCW Warrants”) Warrant and any unexercised right to purchase that 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 of common with respect to which Warrants may be issued pursuant to this Section is one hundred thousand (100,000) (as adjusted for any stock of splits, stock dividends, recapitalizations and the Company (“Shares”) equal to 5% of like after the aggregate Effective Time). The total maximum number of Shares placed in the Placement Warrants that may be issued pursuant to this Section is five (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term5). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC.

Warrants. As additional compensation With respect to each outstanding warrant to purchase shares of Target Common Stock (a) issued pursuant to the Common Stock Purchase Warrant Agreement with Xxxxx Xxxxxxxxx, dated July 25, 1997, (b) issued pursuant to the Common Stock Purchase Warrant Agreement with Capital Growth International, L.L.C., dated July 30, 1996, and (c) issued to Xxxxx Xxxxxxxxxxx (collectively, the "Warrants") immediately prior to the Effective Time, Target shall (a) cancel immediately prior to the Effective Time each Warrant that it has the right to cancel, and (b) with respect to Warrants that it does not have the right to cancel, use its commercially reasonable efforts to obtain the consent of the holder of such Warrant to its cancellation and, subject to such consent, cancel such Warrant immediately prior to the Effective Time. In consideration for the services performed hereundercancellation of such Warrant, the Company Target agrees to and shall issue to HCW or its designees at each Closing, warrants (the “HCW Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted pay to the investorsholder of each canceled Warrant, if and when such rights are exercised by at the holders, on the shares issued to each holder in such oversubscription option or greeshoes Effective Time (whether or not such exercise occurs during the TermWarrant was exercisable immediately prior to its cancellation). Notwithstanding anything herein , an amount in cash equal to the contrary, compensation payable or issuable as a result product of (i) the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placementexcess, if any, except that of the Per Share Amount over the per-share exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placementsuch Warrant, and further, (ii) the number of Shares underlying of Target Common Stock previously subject to such Warrant. Each Warrant which is not canceled as described above shall continue to have, and be subject to, the HCW same terms and conditions set forth in such Warrants (including, without limitation, any provision contained therein relating to the repurchase or redemption thereof), except that such Warrants shall be reduced exercisable for an amount in cash equal to the product of (i) the excess, if necessary any, of the Per Share Amount over the per-share exercise price for such Warrant, multiplied by (ii) the number of shares of Target Common Stock previously subject to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCsuch Warrant.

Warrants. As additional compensation for (a) The Twenty Five Thousand (25,000) Warrants which were granted by Borrower pursuant to Amendment No. 1 to the services performed hereunder, the Company shall issue to HCW or its designees at each Closing, warrants Note (the “HCW "Old Legong Warrants”") shall be repriced, so that the exercise price thereof shall be One Dollar Eighty Cents ($1.80) per Old Legong Warrant Share. (b) Simultaneously with the execution of this Amendment No. 2, Borrower shall grant to Legong nontransferable stock purchase warrants representing the right to purchase that number of up to Twenty Thousand (20,000) shares of Borrower's common stock of (the Company (“"New Warrant Shares”") at a warrant exercise price equal to 5% of the aggregate number of Shares placed in the Placement One Dollar and Eighty Cents (or$1.80) per share, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, otherwise on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to Old Legong Warrants (the Purchasers in the Placement"New Legong Warrants"). The New Legong Warrants shall expire on December 31, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable2000. If no warrants are issued to Purchasers, the HCW (c) The New Legong Warrants shall be in redeemable by Borrower at a customary form reasonably acceptable redemption price of Fifty Cents ($0.50) per New Warrant Share if the closing sale price for Borrower's common stock shall have exceeded Twenty Dollars ($20.00) per share for not less than twenty (20) trading days immediately prior to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date on which Borrower shall give Legong written notice of its intent to so redeem the PlacementNew Legong Warrants. In the event that Borrower shall give Legong notice of its intent to redeem the New Legong Warrants as described in this paragraph (b), and further, Legong shall have the number of Shares underlying right to exercise its rights under the HCW New Legong Warrants shall be reduced if necessary at any time within the ten (10) business days following the date on which such notice is first given to comply with FINRA rules or regulationsLegong. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC4.

Warrants. As additional compensation The Company agrees to issue to Buyer at the Closing a stock purchase warrant in the form of Annex VI (the "Warrant") entitling the holder thereof to purchase an aggregate of up to 100,000 shares of Common Stock (the "Warrant Shares"). The Warrant shall bear an exercise price per share of Common Stock equal to 125% of the average closing price of a share of Common Stock for the services performed hereunderfive (5) consecutive trading days ending on the day preceding the Closing Date, and shall be exercisable immediately upon issuance, and for a period of five (5) years thereafter. The Warrant Shares shall be entitled to the registration rights under the Registration Rights Agreement. In addition, if the closing of the transaction contemplated by that certain purchase agreement between the Company and Catholic Radio Network, LLC, dated April 17, 1998 (the "CRN Closing"), does not occur on or prior to September 30, 1998 and shares of Preferred Stock remain outstanding as of September 30, 1998, the Company shall issue to HCW or its designees at each ClosingBuyer, warrants on October 1, 1998, a stock purchase warrant substantially in the form of the Warrant (the “HCW Warrants”"Additional Warrant") entitling the holder thereof to purchase that number an aggregate of shares of common stock of the Company (“Shares”) equal up to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, 25,000 shares of Common Stock underlying any Convertible Securities sold in (the Placement to such Purchasers, but excluding shares "Additional Warrant Shares"). The Additional Warrant shall bear an exercise price per share of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted equal to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes lesser of (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125i) 100% of the offering average closing price per of a share of Common Stock for the five (5) consecutive trading days ending on the day preceding the Closing Date, or (ii) 80.77% of the closing price of a share of Common Stock on September 30, 1998. The Additional Warrant shall be exercisable immediately upon issuance, and they shall have an exercise for a period of five (5) years from thereafter. Upon issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to PurchasersAdditional Warrant, the HCW Warrants Additional Warrant Shares shall be entitled to registration rights substantially in a customary the form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCRegistration Rights Agreement.

Warrants. As Upon the following terms and conditions and for no additional compensation for consideration, in addition to the services performed hereunderCommon Stock the Purchaser shall be issued (x) 100,000 Series A Warrants, in substantially the Company shall issue to HCW or its designees at each Closing, warrants form attached hereto as Exhibit B-1 (the “HCW Series A Warrants”), (y) 100,000 Series B Warrants, in substantially the form attached hereto as Exhibit B-2 (the “Series B Warrants”), and (z) 100,000 Series C Warrants, in substantially the form attached hereto as Exhibit B-3 (the “Series C Warrants” and, together with the Series A Warrants and Series B Warrants, the “Warrants”). Each Series A Warrant shall represent the right to purchase that number one share of Common Stock at an exercise price of $5.25 per share and shall expire on the later of (i) one year following the Closing Date or (ii) six months following the effective date of a registration statement filed by the Company pursuant to the Registration Rights Agreement (as hereinafter defined) under which the resale of the shares of common stock all of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible the Series A Warrants have been registered under the Securities sold in Act. Each Series B Warrant shall represent the Placement right to such Purchasers, but excluding purchase one share of Common Stock at an exercise price of $5.50 and shall expire on the later of (i) one year following the Closing Date or (ii) six months following the effective date of a registration statement filed by the Company pursuant to the Registration Rights Agreement under which the resale of all of the shares of Common Stock issuable upon 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 any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if $6.00 and when such rights are exercised by the holders, shall expire on the shares issued to each holder in such oversubscription option later of (i) eighteen months following the Closing Date or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from ii) twelve months following the effective date of the shelf a registration statement referred filed by the Company pursuant to in Section 1.A the Registration Rights Agreement under which the resale of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date all of the Placement, and further, the number shares of Shares Common Stock underlying the HCW Series C Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPChave been registered under the Securities Act.

Warrants. As additional compensation for the services performed hereunder, the Company shall issue to HCW Rxxxxx or its designees at each Closing, warrants (the “HCW Rxxxxx Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) equal to 57% of the aggregate number of Shares placed in the applicable Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the such Placement) and, in the event there is an “oversubscription option” or “greenshoe” or warrant granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes or warrant (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” or warrant shall be required only if and when exercised, not on the closing of the applicable Placement. The HCW Rxxxxx Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Rxxxxx Warrants shall be in a customary form reasonably acceptable to HCWRxxxxx. If required by FINRA Rule 5110, the HCW Rxxxxx Warrants shall not be transferable for six months from the date of the applicable closing of the Placement, and further, the number of Shares underlying the HCW Rxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 Security services provided by H.X. Xxxxxxxxxx & Co., LLC | wxx.xxxxx.xxx Member: FINRA/SIPC

Warrants. As additional compensation further consideration to the Lenders for the services performed hereunderLenders' 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 Company Parent shall, and the Borrower shall cause the Parent to, issue to HCW or its designees at each Closingthe Lenders, on a pro rata basis, warrants to acquire ten percent (10%) of the “HCW Warrants”) to purchase that number of shares of outstanding common stock of the Company (“Shares”) Parent on such anniversary date on a fully diluted basis at an exercise price per share equal to 5% the closing price of the aggregate number of Shares placed in Parent's common stock on the Placement (last trading day prior to such anniversary date as quoted on a NASDAQ or, if Convertible Securitiesnot quoted on NASDAQ, shares 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 Common Stock underlying 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 Convertible Securities sold in of the Placement to Loans remain outstanding on such Purchasersdate, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in Parent shall, and the Placement) andBorrower shall cause the Parent to, in issue the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holdersLenders, on the shares issued a pro rata basis, warrants to each holder in such oversubscription option or greeshoes acquire an additional ten percent (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result 10%) of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing outstanding common stock of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the Parent on such second anniversary date on a fully diluted basis at an exercise price shall be 125% of the offering price per share and they 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 have an exercise period of five years from issuance except that then be trading (or if the offering Parent's common stock is registered 5 years from not publicly traded at such time, at the effective date fair market value per share of the shelf registration statement referred Parent's common stock on such anniversary date on a fully diluted basis). The warrants will be issued pursuant to the Warrant Agreement, such Warrant Agreement to be substantially in Section 1.A of Annex A, the form attached hereto if applicable. If no as EXHIBIT B. In connection with the issuance of the warrants are issued to Purchasersprovided for in this SECTION 2.4(H), the HCW Warrants Parent shall deliver to each Lender an opinion of counsel as to matters pertaining to the warrants and the issuance thereof, such counsel and opinion to be in a customary form reasonably acceptable satisfactory to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCAdministrative Agent.

Warrants. As additional compensation for At the services performed hereunderEffective Time, each outstanding warrant to -------- purchase Company Stock (each, a "Warrant" and collectively the "Warrants") shall, by virtue of the Merger and without any further action on the part of the Company or the holder of any of Warrants (unless further action may be required by the terms of any of the Warrants), be assumed by Parent and each Warrant assumed by Parent shall issue be exercisable upon the same terms and conditions as under the applicable warrant agreements with respect to HCW or its designees at such Warrants, except that (A) each Closing, warrants (the “HCW Warrants”) to purchase such Warrant shall be exercisable for that whole number of shares of common stock Parent Common Stock (rounded down to the nearest whole share) into which the number of shares of Company Stock subject to such Warrant would be converted under Section 2.2(a) and (B) the exercise price per share of Parent Common Stock shall be equal to (x) the aggregate exercise price for the Company Stock subject to such Warrant in effect immediately prior to the Effective Time divided by (y) the number of shares of Parent Common Stock deemed purchasable pursuant to such Warrant (the exercise price per share, so determined, being rounded down to the nearest full cent). From and after the Effective Time, all references to the Company in the warrant agreement underlying the Warrants shall be deemed to refer to Parent. Parent further agrees that if required under the terms of the Company (“Shares”) equal to 5% Warrants it will execute a supplemental agreement with the holders of the Warrants to effectuate the foregoing. No payment shall be made for fractional shares. The aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Parent Common Stock issuable upon the exercise of any Warrants issued assumed by Parent pursuant to Purchasers in the Placementthis Section 2.2(d) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in this Agreement as the "Warrant Shares." The Parent's assumption of each Warrant pursuant to this Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants 2.2(d) shall be subject to the holder of such Warrant executing and delivering to the Parent the Warrant Assumption Agreement in a customary the form reasonably acceptable of Exhibit J hereto providing that ten percent (10%) of --------- the Warrant Shares subject to HCW. If required by FINRA Rule 5110, such Warrant will be deposited in escrow as security for the HCW Warrants shall not be transferable for six months from the date indemnification obligations of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCHolders under Article XI hereof.

Warrants. As additional compensation soon as practicable following the date of this Agreement, the Board of Directors of Company shall take all necessary actions to amend Section 6(a) of the Warrant Agreement by and between Company and Shansby Partners, L.L.C. dated September 2, 1997 to provide that the warrants covered thereby shall be exercisable at the Effective Time of the Merger. The outstanding warrants for shares of Company Common Stock (collectively "Warrants" and individually, each "Warrant") governed by those certain Warrant Agreements, dated September 2, 1997, September 30, 1997, October 29, 1997 and January 9, 1998, by and between Company and Shansby Partners, L.L.C. (collectively, the "Shansby Warrant Agreements") shall at the Effective Time of the Merger automatically without any further action of Company or the holders thereof be canceled in exchange for the services performed hereunder, right to receive at the Company shall issue Effective Time of the Merger an amount in cash equal to HCW or its designees at each Closing, warrants the product of (i) the “HCW Warrants”) to purchase that total number of shares of common stock Company Common Stock subject to such Warrant, multiplied by (ii) the excess of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that Merger Consideration over the exercise price per share of Company Common Stock subject to such Warrant. The Company shall be 125% use its reasonable efforts to obtain the consents (the "Amstxxx Xxxsents") of Lawrxxxx Xxxxxxx, Xxth X. Xxxxxxx and Barrx X. Xxxxx, xxo are each parties to that certain Warrant Agreement dated October 30, 1997 with Company (the "Amstxxx Xxxrant Agreement") to have such warrants covered thereby canceled in accordance with the terms of the offering price per share and they shall have an exercise period of five years from issuance except immediately preceding sentence; provided, that if the offering is registered 5 years from Amstxxx Xxxsents are not so obtained the effective date Company shall promptly redeem such warrants in accordance with the current terms of the shelf registration statement Amstxxx Xxxrant Agreement following acceptance for payment of, and payment for, the shares in the Offer. The Shansby Warrant Agreements and the Amstxxx Xxxrant Agreement shall be collectively referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, herein as the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC"Warrant Agreements."

Warrants. As additional compensation (i) The Securityholder hereby agrees that each warrant issued pursuant to that certain Agreement for the services performed hereunderPurchase and Sale of Convertible Debt and Common Stock Warrants dated August 9, 2016, by and among the Company shall issue to HCW or its designees at each Closing, warrants and the other parties signatory thereto (the “HCW Covered Black-Scholes Warrants”) shall terminate at the Effective Time and be cancelled and shall be entitled to purchase receive no consideration or securities of any kind and shall cease to be binding upon the Company and the Surviving Corporation, and none of the Company, the Surviving Corporation or any of their affiliates shall have any further obligations with respect thereto; other than that number of shares of common stock of the Securityholder may notify the Company (“Shares”) equal to 5% or, after the Effective Date, the Surviving Corporation), by delivery thereto of the aggregate number Repurchase Notice pursuant to Section 2.2(b)(iv) of Shares placed the Merger Agreement and the terms of such Covered Black-Scholes Warrant within 30 days after the Warrant Repurchase Date applicable to such Covered Black-Scholes Warrant, that the Securityholder is exercising its right to cause the Company to repurchase such Covered Black-Scholes Warrant from the Securityholder for the Black-Scholes Value of such warrant, in accordance with its terms and conditions, and the Surviving Corporation shall repurchase such warrants in accordance with their terms. The Securityholder shall, within three (3) calendar days after the applicable Warrant Repurchase Date, execute and deliver to the Company a Repurchase Notice in the Placement (orform set forth in such Covered Black-Scholes Warrant, if Convertible Securitiesand the Securityholder further agrees that upon receipt of the Black-Scholes Value in exchange for such Covered Black-Scholes Warrant, shares of Common Stock underlying any Convertible Securities sold in the Placement such Covered Black-Scholes Warrant shall thereafter cease to such Purchasers, but excluding shares of Common Stock issuable be binding upon the exercise of any Warrants issued to Purchasers in Company and the Placement) andSurviving Corporation, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result none of the exercise Company, the Surviving Corporation or any of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants their affiliates shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply any further obligations with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCrespect thereto.

Warrants. As additional compensation for The Merger Agreement provides that (a) the services performed hereunder, the Company shall issue holder of each warrant in respect of Shares that was issued prior to HCW or its designees at each Closing, warrants 2016 (the “HCW Prior Warrants”) and that is issued, unexpired and outstanding immediately prior to purchase that number of shares of common stock the Effective Time, will be entitled to 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 Company Merger, or (2) elect not to exercise such Prior Warrant, in which case such Prior Warrant will expire immediately prior to the consummation of the Merger, and (b) the holder of each warrant in respect of Shares that was issued in 2016 (the “Shares2016 Warrants” and, together with the Prior Warrants, the “Warrants” and each a “Warrant”) and that is issued, unexpired and outstanding immediately prior to the irrevocable acceptance for payment by Purchaser of Shares pursuant to and subject to the Offer (the “Acceptance Time”), will, pursuant to the terms thereof and by virtue of the consummation of the Offer and without any action on the part of the holder thereof, be entitled to receive an amount in cash, if any, equal to 5% of the product obtained by multiplying (1) the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to for which such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted 2016 Warrant was exercisable immediately prior to the investors, if and when such rights are exercised Acceptance Time by (2) the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placementexcess, if any, except that of the Offer Price over the exercise price shall per Share of such 2016 Warrant (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.” Treatment of Relypsa ESPP • The Offer is made only for Shares and not for rights to purchase shares under Relypsa’s 2013 Employee Stock Purchase Plan (the “ESPP”). The ESPP will continue to be 125% operated in accordance with its terms until its termination on the earlier of (a) the end of the offering price per share and they shall have an exercise period that is underway as of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the PlacementMerger 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 furtherif any offering period might otherwise be underway as of the Effective Time, Relypsa will terminate such offering period no later than the number of Shares underlying last payroll period prior to the HCW Warrants shall Effective Time (the “Final Exercise Date”) and make any pro-rata adjustments that may be reduced if necessary to comply reflect any such shortened offering period. 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 the Offer may be tendered in accordance with FINRA rules or regulationsthe terms of the Offer. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCSee Section 11 — “Purpose of the Offer and Plans for Relypsa; Merger Agreement and Other Agreements —The Merger Agreement — Treatment of Relypsa ESPP.”

Warrants. As additional compensation for (a) On the services performed hereunderRedemption Date, the exercise price of the Original Warrants and the Commission Warrants will be reduced from $1.50 per share to $0.75 per share. In order to effect such reduction, each Holder will surrender the certificates evidencing such Holdxx'x Original Warrants or Commission Warrants, as applicable, to the Company shall in exchange for a new certificate reflecting such reduced price. In addition, on the Redemption Date, (a) the Company will issue to HCW or its designees at each Closingthe Holders of Original Warrants, pro rata in accordance with the respective 3 numbers of Original Warrants owned by them, additional warrants (the “HCW Warrants”) to purchase that number an aggregate of shares of common stock of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, 122,800 shares of Common Stock underlying any Convertible Securities sold at an exercise price of $0.75 per share (the "Additional $0.75 Warrants") and additional warrants to purchase an aggregate of 200,000 shares of Common Stock 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 D2 Co. LLP additional warrants to purchase 17,820 shares of Common Stock at an exercise price of $0.75 per share (the "Additional Commission Warrants"). The Original Warrants, as amended in accordance with this paragraph, the Placement Commission Warrants, the Additional Warrants and the Additional Commission Warrants are hereinafter collectively referred to such Purchasersas the "Warrants." Other than the exercise prices (which shall be as described above), but excluding the terms and conditions of the 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 issuable upon the exercise of any the Additional Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted and Additional Commission Warrants as apply to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such of Common Stock issuable upon exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the Original Warrants and Commission Warrants. The shares of Common Stock issuable upon exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW all such Warrants shall have the same terms are hereinafter collectively referred to as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC"Warrant Shares."

Warrants. As additional compensation (i) Each Securityholder that, immediately prior to the Effective Time, is the beneficial owner of (A) any warrants issued pursuant to that certain Agreement for the services performed hereunderPurchase and Sale of Convertible Debt and Common Stock Warrants dated August 9, 2016, by and among the Company and the other parties signatory thereto or (B) the Common Stock Purchase Warrants issued by the Company on December 11, 2017 (collectively, the Company shall issue to HCW or its designees at each Closing, warrants (the “HCW Covered Black-Scholes Warrants”) ), such Securityholder hereby agrees that each such Covered Black-Scholes Warrant shall terminate at the Effective Time and be cancelled and shall be entitled to purchase receive no consideration or securities of any kind and shall cease to be binding upon the Company and the Surviving Corporation, and none of the Company, the Surviving Corporation or any of their affiliates shall have any further obligations with respect thereto; other than that number of shares of common stock of such Securityholder may notify the Company (“Shares”) equal to 5% or, after the Effective Date, the Surviving Corporation), by delivery thereto of the aggregate number Repurchase Notice pursuant to Section 2.2(b)(iv) of Shares placed the Merger Agreement and the terms of such Covered Black-Scholes Warrant within 30 days after the Warrant Repurchase Date, applicable to such Covered Black-Scholes Warrant, that such holder is exercising such Securityholder’s right to cause the Company to repurchase such Covered Black-Scholes Warrant from such Securityholder for the Black-Scholes Value of such warrant, in accordance with its terms and conditions, and the Surviving Corporation shall repurchase such warrants in accordance with their terms. In the event any Securityholder is the beneficial owner of any such Covered Black-Scholes Warrant, such Securityholder shall, within three (3) calendar days after the applicable Warrant Repurchase Date, execute and deliver to the Company a Repurchase Notice in the Placement (orform set forth in such Covered Black-Scholes Warrant, if Convertible Securitiesand such Securityholder further agrees that upon receipt of the Black-Scholes Value in exchange for such Covered Black-Scholes Warrant, shares of Common Stock underlying any Convertible Securities sold in the Placement such Covered Black-Scholes Warrant shall thereafter cease to such Purchasers, but excluding shares of Common Stock issuable be binding upon the exercise of any Warrants issued to Purchasers in Company and the Placement) andSurviving Corporation, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result none of the exercise Company, the Surviving Corporation or any of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants their affiliates shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply any further obligations with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCrespect thereto.

Warrants. As additional compensation for Upon the services performed hereundersale of the Note of $2,500,000.00 by the Company to the Lender at Effective Date, the Company shall simultaneously issue to HCW or its designees the Lender at each Closingthe Effective Date, warrants a warrant in substantially the form annexed hereto as Exhibit B (the “HCW WarrantsWarrant”) to purchase that number an aggregate of shares of common stock of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, 416,667 shares of Common Stock (the “Warrant Shares”) at an exercise price of $6.00 per share (the “Exercise Price”). The Warrant shall be cashless exercisable for a period of five (5) years from the issue date specified on the face of such Warrant until and unless the underlying commons shares are registered by the Company in an effective registration statement as set forth in Section 7, and such registration statement stays effective, in which event the Warrants shall be exercisable only on a cash basis. The Warrants shall have Down Round Protection meaning that prior to exercise, if at any Convertible Securities sold in time the Placement Company grants, issues or sells any Common Stock, options to such Purchaserspurchase Common Stock, but excluding shares of securities convertible into Common Stock issuable upon or rights relating to Common Stock (the exercise “Purchase Rights”) to any person, entity, association, or other organization other than the Lender, at a price per share less than the Exercise Price, then the Exercise Price hereof shall be proportionately reduced to match the price per share of the Purchase Rights. For purposes of clarification, if the Company sells Common Stock at $5.00 per share at any Warrants issued time after the date hereof but prior to Purchasers exercise, then the Exercise Price of Lender’s Warrant Shares would be adjusted to $5.00. Notwithstanding, the Exercise Price may not exceed $5.00 per share in the Placement) and, any case. The issuance of Purchase Rights shall not constitute a Down Round for purposes of this Agreement in the event there is of: (i) the exercise or issuance of stock options or the conversion of convertible securities in each case issued to employees, directors of, or consultants to the Company pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (ii) a dividend or distribution payable to holders of capital stock of the Company; (iii) a subdivision (by stock split, recapitalization or otherwise) of outstanding shares of the Company into a greater number of shares ; or (iv) the issuance of shares pursuant to a currently outstanding security. Each of these events shall be an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCExempt Issuance”.

Warrants. (a) On the Closing Date, the Company will issue and deliver to Investments a Fifth Amendment Warrant (an "Initial Fifth Amendment Warrant") to acquire one million nine hundred fifty thousand (1,950,000) Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares). (b) The Company shall have the option to extend the then Demand Date, as such term is defined in the Loan Agreement, to the last day of the month immediately following the month in which the Demand Date would then occur by providing written notice (the "Extension Notice") to the Holders (as defined in the Loan Agreement) and to the holders of Series H Preferred Stock not less than thirty five (35) days prior to the then Demand Date. As additional compensation for the services performed hereundera condition to each such extension, the Company shall be obligated to issue to HCW or its designees at each Closingand deliver Fifth Amendment Warrants (each, warrants (the “HCW Warrants”an "Additional Fifth Amendment Warrant") to Investments according to the following schedule and in the following amounts (for the avoidance of doubt, such amounts are cumulative): (i) in the event that the Company wishes to extend the Demand Date to July 31, 2001, an Additional Fifth Amendment Warrant 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 number the Note (as such term is defined in the Loan Agreement) 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 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; (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 then Demand Date (i) the Board of shares Directors of common stock the Company approves a transaction involving the sale of the Company (“Shares”through a merger, consolidation, sale, conveyance or lease of all or substantially all of its assets, or otherwise), (ii) equal the consideration from such transaction that would be paid to 5% the holders of the aggregate number of Company's Depositary Shares placed in for each Depositary Share (whether directly from the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” Acquiror or “greenshoe” granted to the investors, if and when such rights are exercised by distribution by the holdersCompany) would exceed $.10 per Depositary Share (subject to appropriate adjustments for stock splits, on stock dividends, reclassifications or similar recapitalizations affecting the shares issued to each holder Depositary Shares), (iii) the Company is prohibited from engaging in such oversubscription option or greeshoes (whether or not such exercise occurs during transaction without the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result approval of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in accordance with the PlacementSeries G Purchase Agreement, if anyas amended by this Fifth Amendment, except that or Investments in accordance with the exercise price shall be 125% of Loan Agreement, and (iv) such required approval is not given by the offering price per share Purchasers and they shall have an exercise period of five years from issuance except that if Investments within 10 days after such approval is requested in writing by the offering is registered 5 years from the effective date of the shelf registration statement Company (such events being referred to in 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 Section 1.A of Annex A, attached hereto if applicable2.2(b). If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCARTICLE III

Warrants. As additional compensation soon as practicable following the date of this Agreement, -------- the Board of Directors of Company shall take all necessary actions to amend Section 6(a) of the Warrant Agreement by and between Company and Shansby Partners, L.L.C. dated September 2, 1997 to provide that the warrants covered thereby shall be exercisable at the Effective Time of the Merger. The outstanding warrants for shares of Company Common Stock (collectively "Warrants" and individually, each "Warrant") governed by those certain Warrant Agreements, dated September 2, 1997, September 30, 1997, October 29, 1997 and January 9, 1998, by and between Company and Shansby Partners, L.L.C. (collectively, the "Shansby Warrant Agreements") shall at the Effective Time of the Merger automatically without any further action of Company or the holders thereof be canceled in exchange for the services performed hereunder, right to receive at the Company shall issue Effective Time of the Merger an amount in cash equal to HCW or its designees at each Closing, warrants the product of (i) the “HCW Warrants”) to purchase that total number of shares of common stock Company Common Stock subject to such Warrant, multiplied by (ii) the excess of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that Merger Consideration over the exercise price per share of Company Common Stock subject to such Warrant. The Company shall be 125% use its reasonable efforts to obtain the consents (the "Xxxxxxx Consents") of Xxxxxxxx Xxxxxxx, Xxxx X. Xxxxxxx and Xxxxx X. Xxxxx, who are each parties to that certain Warrant Agreement dated October 30, 1997 with Company (the "Xxxxxxx Warrant Agreement") to have such warrants covered thereby canceled in accordance with the terms of the offering price per share and they shall have an exercise period of five years from issuance except immediately preceding sentence; provided, that if the offering is registered 5 years from Xxxxxxx Consents are not so obtained the effective date Company shall promptly redeem such warrants in accordance with the current terms of the shelf registration statement Xxxxxxx Warrant Agreement following acceptance for payment of, and payment for, the shares in the Offer. The Shansby Warrant Agreements and the Xxxxxxx Warrant Agreement shall be collectively referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, herein as the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC"Warrant Agreements."

Warrants. As additional compensation for In addition to the services performed hereunderCash Fee, immediately upon Closing of any private Offering, the Company shall issue sell for $1,000 to HCW or its designees at each Closing, NSC warrants (the “HCW Warrants”) to purchase that Common Stock, in an amount equal to ten percent (10%) of the aggregate Common Stock or, if a derivative the number of shares of common stock of Common Stock into which the derivative is convertible or exercisable, issued in the private Offering. In an IPO the Company (“Shares”) shall grant NSC Warrants to purchase Common Stock in an amount equal to 5% 12 percent (12%) of the aggregate Common Stock and, if a derivative is included in the Offering, additionally the number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold into which the derivative is convertible or exercisable, issued in the Placement to such PurchasersIPO; provided, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers that in the Placement) and, in the event there is case of an “oversubscription option” or “greenshoe” granted to the investorsIPO, if and when such rights are exercised by NSC is not able to underwrite the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result full amount of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercisedIPO, not on the closing of the Placement. The HCW Warrants Company shall have the same right with NSC’s reasonable consent to include one or more additional underwriters as part of the underwriting syndicate for the IPO on customary terms and conditions. The Form of Warrant to be used is attached hereto as Exhibit B. Such Warrants will be for a term of five (5) years at an exercise price equal to 120% (one hundred twenty percent) of the price paid by investors in the Offering. The Warrants will contain provisions for cashless exercise and adjustments for stock splits and similar transactions and representations and warranties normal and customary for warrants issued to placement agents or underwriters, and will not be callable or terminable prior to the Purchasers expiration date. The Warrants may only be transferred in compliance with applicable securities laws and FINRA rules. Common Stock underlying the PlacementWarrants will have registration rights typical of those granted to underwriters or placement agents for the offering in which the Warrants are issued, if any, except that including “piggyback” registration rights on the exercise price shall be 125% registrations of the offering price per share Company or demand registrations (voting with the other registrable securities to effect any such demand), as the case may be. The Company shall bear all costs and they shall have expenses of registration, including the filing and clearing of one or more registration statements. The Warrants may be assigned to any persons or entities designated by NSC. Section 2(d)(II), is hereby modified to clarify that any legal retainers and fees paid are only refundable to the extent not earned, on an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCaccountable basis.

Warrants. As additional compensation for the services performed hereunder, the Company Each Buyer's Debenture shall issue to HCW or its designees at each Closing, be accompanied by a number of warrants (the “HCW "D Warrants”") to purchase that a number of shares of common stock of the Company (“Shares”) Common Stock equal to 5100% of the aggregate Original Principal Amount of the Debentures being purchased by such Buyer, divided by the Initial Conversion Price (as defined in the Debenture) (the "D Warrant Amount"). The D Warrants shall be in the form of the Warrant annexed hereto as Exhibit E-1, except that the "Initial Exercise Price," as defined therein, shall equal $0.88 (the "Initial D Warrant Exercise Price"), subject to adjustment therein. The D Warrants shall contain Exercise Price adjustment provisions that are consistent with the adjustment provisions afforded to the Conversion Price of the Debenture in the Debenture and shall have a five (5) year term. Each Debenture shall also be accompanied by a number of Shares placed in warrants (the Placement (or, if Convertible Securities, "E Warrants") to purchase a number of shares of Common Stock underlying any Convertible Securities sold equal to 100% of the Original Principal Amount of the Debentures being purchased by such Buyer, divided by the Initial Conversion Price (as defined in the Placement Debenture) (the "E Warrant Amount"). The E Warrants shall be in the form of the Warrant annexed hereto as Exhibit E-2, except that the "Initial Exercise Price," as defined therein, shall equal $0.80 (the "Initial E Warrant Exercise Price"), subject to such Purchasersadjustment therein. The E Warrants shall contain Exercise Price adjustment provisions that are consistent with the adjustment provisions afforded to the Conversion Price of the Debenture in the Debenture and shall have a term which extends through the date that if one (1) year after the Effective Date. The E Warrant shall afford the Holder the right to purchase a number of "F Warrants" equal to the E Warrant Amount (the "F Warrant Amount"), but excluding and shall be redeemable by the Company at any time after issuance at a price determined by the Black-Scholes model (as further described in the E Warrants). The "F Warrants" shall be in the form attached hereto as Exhibit E-3, except that the "Initial Exercise Price" as defined therein shall equal $0.88 (the "Initial F Warrant Exercise Price"). Each Buyer's Debenture shall be accompanied by a number of warrants (the "G Warrants") to purchase a number of shares of Common Stock issuable upon equal to 100% of the exercise Original Principal Amount of any Warrants issued to Purchasers the Debentures being purchased by such Buyer, divided by the Initial Conversion Price (as defined in the PlacementDebenture) and, (the "G Warrant Amount"). The G Warrants shall be in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result form of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms Warrant annexed hereto as the warrants issued to the Purchasers in the Placement, if anyExhibit E-4, except that the exercise price "Initial Exercise Price," as defined therein, shall be 125% equal $1.00 (the "Initial G Warrant Exercise Price"), subject to adjustment therein. The G Warrants shall contain Exercise Price adjustment provisions that are consistent with the adjustment provisions afforded to the Conversion Price of the offering price per share Debenture in the Debenture and they shall have an exercise period of a five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC(5) year term.

Warrants. As additional compensation Warrant Exercise Each Warrant will be exercisable for 1 Warrant Share at an exercise price of US$5.00. Exercise Period The Warrants will be exercisable beginning on September 16, 2016 and will expire on September 15, 2023. Redemption The Warrants will not be redeemable by the services performed hereunder, the Company shall issue to HCW or its designees at each Closing, warrants (the “HCW Warrants”) to purchase that Corporation. Anti-Dilution The exercise price and number of shares Warrant Shares purchasable under the Warrants will be subject to proportionate adjustment in the event of any stock splits, stock dividends, reorganizations, recapitalizations in respect of the common stock of the Company (“Shares”) equal to 5% Corporation. Warrant Exchange The Warrants will be automatically exchanged for Series B Warrants of the aggregate number Corporation after receipt of Shares placed required approvals, including the approval of the holders of the Series B Warrants. The terms of the Series B Warrants are exactly the same as stated for Warrants. The Series B Warrants are listed on the TSX. The Warrants will not be listed on any exchange. SCHEDULE "B" CLASS A PREFERRED SHARE, SERIES 1 TERMS AND CONDITIONS SCHEDULE "C" WARRANT AGREEMENT SCHEDULE "D" PAYMENT INSTRUCTIONS SCHEDULE "E" FORM OF ESCROW AGREEMENT SCHEDULE "F" FORM OF REGISTRATION RIGHTS AGREEMENT EXHIBIT 1 REPRESENTATION LETTER (FOR CANADIAN RESIDENT ACCREDITED INVESTORS) TO: Kingsway Financial Services Inc. (the "Corporation") (Capitalized terms not specifically defined in this Exhibit have the meaning ascribed to them in the Placement (orSubscription Agreement to which this Exhibit is attached) In connection with the execution by the undersigned Subscriber of the Subscription Agreement which this Representation Letter forms a part of, if Convertible Securitiesthe undersigned Subscriber hereby represents, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchaserswarrants, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted covenants and certifies to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCCorporation that: