EX-10.2



 Exhibit 10.2 

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER. 

AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. HOLDERS MUST RELY ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS
INVOLVED. 
  

			
	Warrant to Purchase	 	
	[            ] shares	 	Warrant Number [            ]

 Warrant to Purchase Common Stock 

of 
 Infinity
Pharmaceuticals, Inc. 
 THIS CERTIFIES that [            ] or any subsequent holder hereof
(“Holder”) has the right to purchase from Infinity Pharmaceuticals, Inc., a Delaware corporation, (the “Company”), [            ]
([            ]) fully paid and nonassessable shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), subject to adjustment as provided herein, at
a price equal to the Exercise Price as defined in Section 3 below, at any time during the Term (as defined below). 
 Holder agrees with the Company
that this Warrant to Purchase Common Stock of the Company (this “Warrant” or this “Agreement”) is issued and all rights hereunder shall be held subject to all of the conditions, limitations and provisions set forth herein. 

1. Date of Issuance and Term. 
 This Warrant shall be
deemed to be issued on February 24, 2014 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is seven (7) years after the Date of Issuance (the
“Term”). This Warrant was issued in conjunction with that certain Facility Agreement (the “Facility Agreement”) and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and
Deerfield Private Design Fund II, L.P., Deerfield Private Design International, II, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L. P., each dated February 24, 2014, entered into in conjunction herewith. 

Notwithstanding anything herein to the contrary, the Company shall not issue to the Holder, and the Holder may not acquire, a number of shares of Common Stock
upon exercise of this Warrant to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by the Holder and its Affiliates and any other persons or entities whose beneficial ownership of Common Stock would be
aggregated with the Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including shares held by any “group” of which the Holder is a member, but excluding
shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) would exceed 9.985% of the total
number of shares of Common Stock then issued and outstanding (the “9.985% Cap”), provided, however, that the 9.985% Cap shall not apply with respect to the issuance of shares of Common Stock pursuant to a Cashless Major Exercise (as
defined below) in connection with a Major Transaction (as defined below) covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Non-Surviving Change of Control Transaction”) and
provided, further, that the 9.985% Cap shall only apply to the extent that the Common Stock is deemed to constitute an “equity 







 
security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and
applicable regulations of the Securities and Exchange Commission (the “SEC”), and the percentage held by the Holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. Upon the written
request of the Holder, the Company shall, within two (2) Trading Days, confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. 

“Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under
common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). With respect to a Holder of Warrants, any investment fund or managed
account that is managed on a discretionary basis by the same investment manager as such Holder will be deemed to be an Affiliate of such Holder. 

“Holder” means [            ] and any transferee or assignee pursuant to the terms of
this Warrant. 
 2. Exercise. 
 (a) Manner of
Exercise. During the Term, this Warrant may be Exercised as to all or any lesser number of whole shares of Common Stock covered hereby (the “Warrant Shares” or the “Shares”) by sending to the Company the Exercise Form
attached hereto as Exhibit A (the “Exercise Form”) duly completed and executed, together with the full Exercise Price (as defined below, which may be satisfied by a Cash Exercise or a Cashless Exercise, as each is defined
below) for each share of Common Stock as to which this Warrant is Exercised, at the office of the Company, 780 Memorial Drive, Cambridge, MA 02139, Phone: 617-453-1000, Fax: 617-453-1001, electronic mail: legalnotice@infi.com), or at such other
office or agency as the Company may designate in writing, by overnight mail, facsimile or electronic mail (such exercise of the Warrant hereinafter called the “Exercise” of this Warrant). 

(b) Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as
Exhibit A, completed and executed, is sent by facsimile or electronic mail to the Company, provided that the Exercise Form is received by the Company and the Exercise Price is satisfied, each as soon as practicable thereafter but in no
event later than two (2) business days following the date of such facsimile or electronic mail. Alternatively, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company, if Holder has not sent
advance notice by facsimile or electronic mail. Upon delivery of the Exercise Form to the Company by facsimile, electronic mail or otherwise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant
Shares with respect to which this Warrant has been Exercised, irrespective of the date such Warrant Shares are credited to the Holder’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing
such Warrant Shares, as the case may be; provided, however, that in the event of a Cashless Major Exercise in respect of a Non-Surviving Change of Control Transaction, the Holder shall be deemed to have become the holder of record of the shares
issuable upon such exercise immediately prior to the consummation of such Non-Surviving Change of Control Transaction and provided, further, that in the event of a Cashless Major Exercise triggered by an event set forth in Section 5(c)(i)(F),
the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately following the occurrence of the Major Transaction. The Holder shall not be required to physically surrender this Warrant to the
Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days
of the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant
evidencing the right to purchase the remaining number of Warrant Shares. 
 (c) Delivery of Common Stock Upon Exercise. Within three
(3) business days after the Date of Exercise (but, in the case of a Cash Exercise, within two (2) business days following the Company’s receipt of the full Exercise Price, if later) or, in the case of a Cashless Major Exercise or a
Cashless Default Exercise (each as defined in Section 5(c) below), within the period provided in Section 5(c)(iv) or Section 3(d), as applicable (the “Delivery Period”), the Company shall issue and deliver (or cause its
Transfer Agent to issue and deliver) in accordance with the terms hereof to or upon the order of the Holder that number of shares of Common Stock (“Exercise Shares”) for the portion of this Warrant converted as shall be determined in
accordance herewith. Upon the Exercise of this Warrant 

  
 2 








 
or any part hereof, the Company shall, at its own cost and expense, take all reasonably necessary action, including obtaining and delivering a customary opinion of counsel, to assure that the
Company’s transfer agent (the “Transfer Agent”) shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at Exercise representing the
number of shares of Common Stock issuable upon such Exercise. The Company warrants that no instructions other than these instructions have been or will be given to the Transfer Agent and that, unless waived by the Holder, this Warrant and the
Exercise Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Exercise Shares if the Unrestricted Conditions (as defined below) are met. 

(d) Delivery Failure. In addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to
effect delivery of the Exercise Shares by the end of the Delivery Period (a “Delivery Failure”), the Holder will be entitled to revoke all or part of the relevant Exercise Form by delivery of a notice to such effect to the Company
whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the liquidated damages described herein shall be payable through the date notice of revocation or
rescission is given to the Company. 
 (e) Legends. 

(i) Restrictive Legend. The Holder understands that until such time as this Warrant, the Exercise Shares and the Failure Payment Shares have been
registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise may be sold pursuant to Rule 144 under the Securities Act or an exemption from registration under the Securities Act without any restriction as to
the number of securities as of a particular date that can then be immediately sold, this Warrant, the Exercise Shares and the Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of the certificates for such securities): 
 “THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER
APPLICABLE FORMAL SEC INTERPRETATION OR GUIDANCE. 
 “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY 24, 2014, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE
OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” 
 (ii) Removal of
Restrictive Legends. This Warrant and the certificates evidencing the Exercise Shares and the Failure Payment Shares, as applicable, shall not contain any legend restricting the transfer thereof (including the legend set forth above in
subsection 2(e)(i)): (A) while a registration statement (including a Registration Statement, as defined in the Registration Rights Agreement) covering the sale or resale of such security is effective under the Securities Act, or
(B) following any sale of such Warrant, Exercise Shares and/or Failure Payment Shares pursuant to Rule 144, or (C) if such Warrant, Exercise Shares and/or Failure Payment Shares are eligible for sale under Rule 144(b)(1), or (D) if
such legend is not required under applicable requirements of the Securities Act (collectively, the “Unrestricted Conditions”). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Effective
Date, or at such other time as the Unrestricted Conditions have been met (in the case of an Unrestricted Condition set forth in clause (B) or (C) above, upon receipt from the Holder of a customary non-affiliate certification), if required
by the Company’s transfer agent to effect the issuance of the Exercise Shares or the Failure Payment Shares, as applicable, without a restrictive legend or removal of the legend hereunder. If the Unrestricted Conditions are met at the time of
issuance of this Warrant, the Exercise Shares or the Failure Payment 

  
 3 








 
Shares, then such Warrant, Exercise Shares or Failure Payment Shares, as applicable, shall be issued free of all legends. The Company agrees that following the Effective Date at such time as the
Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 2(e), it will, no later than three (3) Trading Days following the delivery (the “Unlegended Shares Delivery Deadline”) by the
Holder to the Company or the Transfer Agent of this Warrant (in the case of a sale under Rule 144(b)(1), upon receipt from the Holder of a customary non-affiliate certification) and a certificate representing Exercise Shares and/or Failure Payment
Shares, as applicable, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Holder a certificate (or electronic transfer) representing such shares that is free from
all restrictive and other legends. For purposes hereof, “Effective Date” shall mean the date that the Registration Statement that the Company is required to file pursuant to the Registration Rights Agreement has been declared effective by
the SEC. 
 (iii) Sale of Unlegended Shares. Holder agrees that the removal of the restrictive legend from this Warrant and any certificates
representing securities as set forth in Section 2(e) above is predicated upon the Company’s reliance that the Holder will sell this Warrant or any Exercise Shares and/or any Failure Payment Shares, as applicable, pursuant to either the
registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if such securities are sold pursuant to a Registration Statement, they will be sold in compliance with
the plan of distribution set forth therein. 
 (f) Cancellation of Warrant. This Warrant shall be canceled upon the full Exercise of this Warrant,
and, as soon as practical after the Date of Exercise, Holder shall be entitled to receive Common Stock for the number of shares purchased upon such Exercise of this Warrant, and if this Warrant is not Exercised in full, Holder shall be entitled to
receive a new Warrant (containing terms identical to this Warrant) representing any unexercised portion of this Warrant in addition to such Common Stock; provided, however, as set forth in Section 2(b), Holder shall not be required to
physically surrender this warrant if the Warrant is not Exercised in full. 
 (g) Holder of Record. Each person in whose name any Warrant for shares
of Common Stock is issued shall, for all purposes, be deemed to be the Holder of record of such shares on the Date of Exercise of this Warrant, irrespective of the date of delivery of the Common Stock purchased upon the Exercise of this Warrant.
Except as expressly provided herein, prior to the exercise of this Warrant, nothing in this Warrant shall be construed as conferring upon Holder any rights as a stockholder of the Company. 

(h) Delivery of Electronic Shares. In lieu of delivering physical certificates representing the Common Stock issuable upon Exercise or legend removal,
or representing Failure Payment Shares, provided the Transfer Agent is participating in the DTC Fast Automated Securities Transfer (“FAST”) program, upon written request of the Holder, the Company shall use its best efforts to cause its
Transfer Agent to electronically transmit the Common Stock issuable upon Exercise to the Holder by crediting the account of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (DWAC) system. The time periods for
delivery and penalties described herein shall apply to the electronic transmittals described herein. Any delivery not effected by electronic transmission shall be effected by delivery of physical certificates. 

(i) Buy-In. In addition to any other rights available to the Holder, if the Company fails to cause its Transfer Agent to transmit to the Holder a
certificate or certificates, or electronic shares through DWAC, representing the Exercise Shares pursuant to an Exercise on or before the Delivery Period (other than a failure caused by any incorrect or incomplete information provided by Holder to
the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of
a sale by the Holder of the Exercise Shares which the Holder anticipated receiving upon such Exercise (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase
price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Exercise Shares that the Company was required to deliver to the Holder in
connection with the Exercise at issue and (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of
Exercise Shares for which such Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its Exercise and delivery obligations hereunder. For example, if
the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase


  
 4 








 
obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock
upon Exercise of the Warrant as required pursuant to the terms hereof. 
 3. Payment of Warrant Exercise Price for Cash Exercise or Cashless Exercise;
Cashless Major Exercise and Cashless Default Exercise. 
 (a) Exercise Price. The Exercise Price (“Exercise Price”) shall initially
equal $13.83, subject to adjustment pursuant to the terms hereof, including, without limitation, Section 5 below.  
 Payment of the Exercise
Price may be made by either of the following, or a combination thereof, at the election of Holder: 
 (i) Cash Exercise: The Holder, at its option,
may exercise this Warrant in cash, bank or cashier’s check, wire transfer or through a reduction of an amount of principal outstanding under any Notes (as defined in the Facility Agreement) in accordance with Section 2.3(b) of the Facility
Agreement, then held by the Holder (a “Cash Exercise”); or 
 (ii) Cashless Exercise: The Holder, at its option, may exercise this Warrant
in a cashless exercise transaction. In order to effect a Cashless Exercise, the Holder shall send to the Company at its principal office a notice of cashless election, in which event the Company shall issue Holder a number of shares of Common Stock
computed using the following formula (a “Cashless Exercise”): 
 X = Y (A-B)/A 

 

			
	where:	  	X = the number of shares of Common Stock to be issued to Holder.
		
		  	Y = the number of shares of Common Stock for which this Warrant is being Exercised.
		
		  	A = the Market Price of one (1) share of Common Stock (for purposes of this Section 3(a)(ii), where “Market Price,” as of any date, means the Volume Weighted Average Price (as defined herein) of the
Company’s Common Stock during the ten (10) consecutive Trading Day period immediately preceding the date in question.
		
		  	B = the Exercise Price.
		
		  	As used herein, the “Volume Weighted Average Price” for any security as of any date means the volume weighted average sale price on The NASDAQ Global Select Market (“NASDAQ”) as reported by, or based upon data
reported by Bloomberg Financial Markets or an equivalent, reliable reporting service mutually acceptable to and hereinafter designated by holders of a majority in interest of the Warrants and the Company (“Bloomberg”) or, if NASDAQ is not
the principal trading market for such security, the volume weighted average sale price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg or, if no volume weighted
average sale price is reported for such security by Bloomberg, then the last closing trade price of such security as reported by Bloomberg, or, if no last closing trade price is reported for such security by Bloomberg, the average of the bid prices
of any market makers for such security that are listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or on the “over the counter” Bulletin Board (or any successor) or in the “pink sheets” (or
any successor) by the OTC Markets Group, Inc. If the Volume Weighted Average Price cannot be calculated for such security on such date in the manner provided above, the Volume Weighted Average Price shall be the fair market value as mutually
determined by the Company and the Holders of a majority in interest of the Warrants being Exercised for which the calculation of the


  
 5 









			
		  	Volume Weighted Average Price is required in order to determine the Exercise Price of such Warrants. “Trading Day” shall mean any day on which the Common Stock is traded for any period on NASDAQ, or on the principal
securities exchange or other securities market on which the Common Stock is then being traded.

 For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the Common Stock
issuable upon Exercise of this Warrant in a Cashless Exercise transaction shall be deemed to have been acquired at the time this Warrant was issued. Moreover, it is intended, understood and acknowledged that the holding period for the Common Stock
issuable upon Exercise of this Warrant in a Cashless Exercise transaction shall be deemed to have commenced on the date this Warrant was issued. As provided in Section 2(b), the Holder shall only be required to physically surrender this Warrant
in the event that the Holder is exercising this Warrant in full. 
 (b) Cashless Major Exercise. To the extent the Holder shall exercise this Warrant
or any portion thereof as a Cashless Major Exercise pursuant to Section 5(c)(i) below, the Holder shall send to the Company the Exercise Form indicating that the Holder is exercising this Warrant (or such portion thereof) pursuant to a Cashless
Major Exercise, in which event the Company shall issue a number of shares of Common Stock equal to the Black-Scholes Value (as defined in Section 5(c)(iii) below) (the “Major Transaction Value”) of the Warrant (or such applicable
portion being exercised) divided by the closing price of the Common Stock on the principal securities exchange or other securities market on which the Common Stock is then traded on the Trading Day immediately preceding the date on which the
applicable Major Transaction is consummated. As provided in Section 2(b), the Holder shall only be required to physically surrender this Warrant in the event that the Holder is exercising this Warrant in full. 

(c) To the extent the Holder shall exercise this Warrant or any portion thereof as a Cash Payment Exercise pursuant to Section 5(c)(i)(1) below (a
“Cash Payment Exercise”), the Holder shall have the right to receive cash upon exercise, to the extent of the percentage of the cash consideration payable to shareholders in such transaction (determined in accordance with
Section 5(c)(i)(1) below), equal to the Major Transaction Value of the Warrant or applicable portion (without regard to the 9.985% Cap), in accordance with the provisions of Section 5(c)(iii) below. As provided in Section 2(b), the
Holder shall only be required to physically surrender this Warrant in the event that the Holder is effecting a Cash Payment Exercise of this Warrant in full. The Holder will not be required to make a cash payment to the Company in connection with a
Cash Payment Exercise. 
 (d) Cashless Default Exercise. To the extent the Holder exercises this Warrant as a Cashless Default Exercise pursuant to
Section 11(b)(i) below, the Holder shall send to the Company the Exercise Form indicating that the Holder is exercising this Warrant pursuant to a Cashless Default Exercise, in which event the Company shall, at the election of the Company,
(i) issue to the Holder, within five (5) Trading Days of the applicable Default Notice, a number of shares of Common Stock (which shares shall be valued at the Volume Weighted Average Price for the five (5) Trading Days prior to the
applicable Default Notice) equal to the Black-Scholes value (as defined in 5(c)(iii) below) of the remaining unexercised portion of this Warrant on the date of such Default Notice (the “Cashless Default Exercise Amount”), or (ii) pay
the Cashless Default Exercise Amount to the Holder in cash. As provided in Section 2(b), the Holder shall only be required to physically surrender this Warrant in the event that the Holder is exercising this Warrant in full. 

(e) Dispute Resolution. Subject to the provisions of Section 3(a), in the case of a dispute as to the determination of the closing price or Volume
Weighted Average Price of the Company’s Common Stock or the arithmetic calculation of the Exercise Price or Market Price or any Cash Payment or the number of shares issuable upon a Cashless Major Exercise, the Company shall submit the disputed
determinations or arithmetic calculations via facsimile within two (2) business days of receipt, or deemed receipt, of the Exercise Notice or the Cash Payment Exercise Notice, or other event giving rise to such dispute, as the case may be, to
the Holder. If the Holder and the Company are unable to agree upon such determination or calculation within two (2) business days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall,
within two (2) business days submit via facsimile (i) the disputed determination of the closing price or the Volume Weighted Average Price of the Company’s Common Stock to an independent, reputable investment bank selected by the
Company and approved by the Holder, which approval shall not be unreasonably withheld or (ii) the disputed arithmetic calculation of the Exercise Price, Market Price or any Cash Payment or number of shares issuable upon a Cashless Major
Transaction to the Company’s independent, outside accountant. The Company shall use reasonable commercial efforts to cause 

  
 6 








 
the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than five (5) business
days from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error, and the
Company and the Holder shall each pay one half of the fees and costs of such investment banker or accountant. 
 4. Transfer and Registration. 

(a) Transfer Rights. Subject to the provisions of Section 8 of this Warrant, this Warrant may be transferred on the books of the Company, in whole
or in part, in person or by attorney, upon surrender of this Warrant properly completed and endorsed. This Warrant shall be canceled upon such surrender and, as soon as practicable thereafter, the person to whom such transfer is made shall be
entitled to receive a new Warrant or Warrants as to the portion of this Warrant transferred, and Holder shall be entitled to receive a new Warrant as to the portion hereof retained. 

(b) Registrable Securities. The Common Stock issuable upon the Exercise of this Warrant has registration rights pursuant to the Registration Rights
Agreement. 
 5. Adjustments Upon Certain Events. 

(a) Participation. The Holder, as the holder of this Warrant, shall be entitled to receive such dividends paid and distributions of any kind made to
the holders of Common Stock of the Company to the same extent as if the Holder had Exercised this Warrant into Common Stock (without regard to any limitations on exercise herein or elsewhere and without regard to whether or not a sufficient number
of shares are authorized and reserved to effect any such exercise and issuance) and had held such shares of Common Stock on the record date for such dividends and distributions. Payments under the preceding sentence shall be made concurrently with
the dividend or distribution to the holders of Common Stock. 
 (b) Recapitalization or Reclassification. If the Company shall at any time effect a
stock split, payment of stock dividend, recapitalization, reclassification or other similar transaction of such character that the shares of Common Stock shall be changed into or become exchangeable for a larger or smaller number of shares, then
upon the effective date thereof, the number of shares of Common Stock which Holder shall be entitled to purchase upon Exercise of this Warrant shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in
the number of shares of Common Stock by reason of such stock split, payment of stock dividend, recapitalization, reclassification or similar transaction, and the Exercise Price shall be, in the case of an increase in the number of shares,
proportionally decreased and, in the case of decrease in the number of shares, proportionally increased. The Company shall give Holder the same notice it provides to holders of Common Stock of any transaction described in this Section 5(b).

 (c) Rights Upon Major Transaction. 
 (i) Major
Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the
Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder will have the right to exercise Holder’s outstanding Warrants (or applicable portion in the case of a Mixed Major Transaction)
as a Cash Payment Exercise and (2) in the case of all other Major Transactions and in the case of a Mixed Major Transaction to the extent of the percentage of the consideration represented by securities of a Successor Entity in the Mixed Major
Transaction, the Holder shall have the right to exercise this Warrant as a Cashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set
forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below. Notwithstanding anything herein to the contrary, the Holder may waive its rights under this
Section 5(c) with respect to any Major Transaction in which event none of the provisions of this Section 5(c) shall apply with respect to such Major Transaction. In the event of a Major Transaction in which all shares of Common Stock are
cancelled and converted into the right to receive cash and/or securities of Another Entity (as defined below), then, any portion of this Warrant that is neither assumed or exercised pursuant to the terms of this Warrant prior to the closing of such
Major Transaction, shall automatically and immediately convert into shares of Common Stock, and shall be deemed to have been exercised pursuant to a Cashless Exercise, immediately prior to the consummation of such Major Transaction. Each of the
following events shall constitute a “Major Transaction”. 

  
 7 








 (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other
similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common
Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) a
different class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); 
 (B) the
sale or transfer in one transaction or a series of related transactions of (i) all or substantially all of the assets of the Company, or (ii) assets of the Company for a purchase price equal to more than 50% of the Enterprise Value (as
defined below) of the Company. For purposes of this clause (B), “Enterprise Value” shall mean (I) the product of (x) the number of issued and outstanding shares of Common Stock on the date the Company delivers the Major
Transaction Notice (defined below) multiplied by (y) the per share closing price of the Common Stock on such date plus (II) the amount of the Company’s debt as shown on the latest financial statements filed with the SEC (the “Current
Financial Statements”) less (III) the amount of cash and cash equivalents of the Company as shown on the Current Financial Statements; 
 (C) a
purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; 

(D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) of the Company; 

(E) the shares of Common Stock cease to be listed, traded or publicly quoted on NASDAQ and are not promptly re-listed or requoted on either the New York Stock
Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market or the NASDAQ Capital Market; or 
 (F) the Common Stock ceases to be registered under
Section 12 of the Exchange Act. 
 (ii) Assumption. The Company shall not enter into or be party to a Major Transaction that is to be treated as
an Assumption pursuant to Section 5(c)(i), unless (A) the successor entity resulting from such Major Transaction (in each case, a “Successor Entity”), assumes in writing all of the obligations of the Company under this Warrant,
the Facility Agreement (but only if there will be an outstanding balance under the Facility Agreement immediately following the closing of the Major Transaction) and the Registration Rights Agreement in accordance with the provisions of this
Section (ii) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Major Transaction (not to be unreasonably withheld or delayed), including agreements to deliver to
each holder of Warrants in exchange for such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Warrants, including, without limitation, representing the appropriate
number of shares of the Successor Entity, having similar exercise rights as the Warrants (including but not limited to a similar Exercise Price and similar Exercise Price adjustment provisions based on the price per share or conversion ratio to be
received by the holders of Common Stock in the Major Transaction) and similar registration rights as provided by the Registration Rights Agreement, reasonably satisfactory to the Holder and (B) the Successor Entity is a Public Successor Entity.
Upon the occurrence of any Major Transaction, any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Major Transaction, the provisions of this Warrant and the Registration Rights Agreement referring to
the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity
had been named as the Company herein. Upon consummation of the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise or redemption of this Warrant at any time after the consummation
of the Major Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) issuable upon the exercise of the Warrants prior to such Major Transaction, such shares of publicly traded common stock (or their
equivalent) of the Successor Entity, as adjusted in accordance with the provisions of this Warrant. The provisions of this Section shall apply similarly and equally to successive Major 

  
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Transactions and shall be applied without regard to any limitations on the exercise of this Warrant other than any applicable beneficial ownership limitations. Any assumption of Company
obligations under this paragraph shall be referred to herein as an “Assumption” 
 (iii) Notice; Delivery of Exercise Form. At least thirty
(30) days prior to the consummation of any Major Transaction, but, in any event, within five (5) Business Days following the first to occur of (x) the date of the public announcement of such Major Transaction if such announcement is
made before 4:00 p.m., New York City time, or (y) the day following the public announcement of such Major Transaction if such announcement is made on and after 4:00 p.m., New York City time, the Company shall deliver written notice thereof via
facsimile and overnight courier to the Holder (a “Major Transaction Notice”). At any time during the period beginning after the Holder’s receipt of a Major Transaction Notice and ending five (5) Trading Days prior to the
consummation of such Major Transaction (the “Early Termination Period”), the Holder may elect to deliver to the Company the Exercise Form to exercise all or any portion of this Warrant in connection with such Major Transaction, which
Exercise Form shall indicate whether the Holder has elected to exercise the warrant (i) as a Cash Payment Exercise pursuant to a Major Transaction covered by Section 5(c)(i)(1) (a “Cash Payment Exercise Notice”) or (ii) as a
Cashless Major Exercise pursuant to a Major Transaction covered by Section 5(c)(i)(2) (or both in the case of a Mixed Major Transaction). In the case of a Cash Payment Exercise pursuant to Section 5(c)(i)(1), then the Company shall issue
to the Holder a payment in cash (the “Cash Payment”) in an amount equal to the “Black Scholes Value” of this Warrant (or applicable portion) determined by use of the Black Scholes Option Pricing Model using the criteria set forth
in Schedule 1 hereto (the “Black Scholes Value”). In the case of a Cashless Major Exercise pursuant to Section 5(c)(i)(2), then the Company shall issue to the Holder a number of shares of Common Stock calculated in accordance
with the Major Cashless Exercise terms of Section 3(b) above. 
 (iv) Escrow. Following the receipt of an Exercise Form by the Holder pursuant
to Sections 3(b), 3(c) and/or 5(c)(iii) above for a Cash Payment Exercise or a Cashless Major Exercise, the Company shall not effect a Major Transaction unless either (a) it obtains the written agreement of the Successor Entity that the Cash
Payment and/or issuance of the applicable Exercise Shares shall be made to the Holder prior to consummation of such Major Transaction and such issuance or payment shall be a condition precedent to consummation of such Major Transaction or
(b) it shall first place into an escrow account with an independent escrow agent, at least three (3) business days prior to the closing date of the Major Transaction (the “Major Transaction Escrow Deadline”), an amount in shares
of Common Stock ) or cash (in the event of a Cash Payment Exercise), as applicable, equal to the Cash Payment and/or applicable Exercise Shares. Concurrently upon closing of such Major Transaction, the Company shall pay or shall instruct the escrow
agent to pay the Cash Payment and/or to deliver the applicable Exercise Shares to the Holder. For purposes of determining the amount required to be placed in escrow pursuant to the provisions of this subsection (iv) and without affecting the
amount of the actual Cash Payment and/or applicable Exercise Shares, the calculation of the price referred to in clause (1) of the first column of Schedule 1 hereto with respect to Stock Price shall be determined based on the Closing Market
Price (as defined on Schedule I) of the Common Stock on the Trading Day immediately preceding the date that the funds and/or applicable Exercise Shares, as applicable, are deposited with the escrow agent. 

(v) Injunction. Following the receipt of a Cash Payment Exercise Notice or notice of a Cashless Major Exercise from the Holder (other than in respect
of Section 5(c)(i)(D)), in the event that the Company attempts to consummate a Major Transaction without either (1) placing the Cash Payment or applicable Exercise Shares, as applicable, in escrow in accordance with subsection
(iv) above, (2) payment of the Cash Payment or issuance of the applicable Exercise Shares, as applicable, to the Holder prior to consummation of such Major Transaction or (3) obtaining the written agreement of the Successor Entity
described in subsection (iv) above, the Holder shall have the right to apply for an injunction in any state or federal courts sitting in the City of New York, borough of Manhattan to prevent the closing of such Major Transaction until the Cash
Payment is paid to the Holder, in full or the applicable Exercise Shares are delivered or deposited in escrow, as applicable. 
 For purposes hereof: 

“Another Entity” shall mean an entity in which the holders of a majority of the shares of Common Stock of the Company immediately prior to the
consummation of a Major Transaction do not hold a majority of the equity securities in such entity. 

  
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 “Cash-Out Major Transaction” means a Major Transaction in which the consideration payable to holders of
Common Stock in connection with the Major Transaction consists solely of cash. 
 “Cashless Default Exercise” shall mean an exercise of this
Warrant as a “Cashless Default Exercise” in accordance with Section 3(d) and 11(b) hereof. 
 “Cashless Major Exercise” shall mean
an exercise of this Warrant or portion thereof as a “Cashless Major Exercise” in accordance with Section 3(b) and 5(c)(i) hereof. 

“Eligible Market” means the over the counter Bulletin Board, the New York Stock Exchange, Inc., the NYSE Arca, the NASDAQ Capital Market, the NASDAQ
Global Market, the NASDAQ Global Select Market or the NYSE Alternext U.S. 
 “Mixed Major Transaction” means a Major Transaction in which the
consideration payable to the stockholders of the Company consists partially of cash and partially of securities of a Successor Entity. If the Successor Entity is a Publicly Traded Successor Entity, the percentage of consideration represented by
securities of such Successor Entity shall be equal to the percentage that the value of the aggregate anticipated number of shares of the Publicly Traded Successor Entity to be issued to holders of Common Stock of the Company represents in comparison
to the aggregate value of all consideration, including cash consideration, in such Mixed Major Transaction, as such values are set forth in any definitive agreement for the Mixed Major Transaction that has been executed at the time of the first
public announcement of the Major Transaction or, if no such value is determinable from such definitive agreement, based on the closing market price for shares of the Publicly Traded Successor Entity on its principal securities exchange on the
Trading Day preceding the first public announcement of the Mixed Major Transaction. If the Successor Entity is a Private Successor Entity, the percentage of consideration represented by securities of such Successor Entity shall be determined in
good-faith by the Company’s Board of Directors. 
 “Parent Entity” of a Person means an entity that, directly or indirectly, controls the
applicable Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization
as of the date of consummation of a Major Transaction. 
 “Person” means an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof. 
 “Private
Successor Entity” means a Successor Entity that is not a Publicly Traded Successor Entity. 
 “Publicly Traded Successor Entity” means a
Successor Entity that is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market (as defined above). 

“Successor Entity” means any Person purchasing the Company’s assets or Common Stock, or any successor entity resulting from such Major
Transaction, or if the Warrant is to be exercisable for shares of capital stock of its Parent Entity (as defined above), its Parent Entity. 
 (d)
Exercise Price Adjusted. As used in this Warrant, the term “Exercise Price” shall mean the purchase price per share specified in Section 3(a) of this Warrant, until the occurrence of an event stated in this Section 5 or
otherwise set forth in this Warrant, and thereafter shall mean said price as adjusted from time to time in accordance with the provisions of said subsection. No adjustment made pursuant to any provision of this Section 5 shall have the net
effect of increasing the Exercise Price in relation to the split adjusted and distribution adjusted price of the Common Stock. 
 (e) Adjustments:
Additional Shares, Securities or Assets. In the event that at any time, as a result of an adjustment made pursuant to this Section 5 or otherwise, Holder shall, upon Exercise of this Warrant, become entitled to receive shares and/or other
securities or assets (other than Common Stock) then, wherever appropriate, all references herein to shares of Common Stock shall be deemed to refer to and include such shares and/or other securities or assets; and thereafter the number of such
shares and/or other securities or assets shall be subject to adjustment from time to time in a manner and upon terms as nearly equivalent as practicable to the provisions of this Section 5. 

  
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 (f) Notice of Adjustments. Whenever the Exercise Price is adjusted pursuant to the terms of this Warrant,
the Company shall promptly mail to the Holder a notice (an “Exercise Price Adjustment Notice”) setting forth the Exercise Price after such adjustment and setting forth a statement of the facts requiring such adjustment. The Company shall,
upon the written request at any time of the Holder, furnish to such Holder a like Warrant setting forth (i) such adjustment or readjustment, (ii) the Exercise Price at the time in effect and (iii) the number of shares of Common Stock
and the amount, if any, of other securities or property which at the time would be received upon Exercise of the Warrant. For purposes of clarification, whether or not the Company provides an Exercise Price Adjustment Notice pursuant to this
Section 5(f), upon the occurrence of any event that leads to an adjustment of the Exercise Price, the Holder would be entitled to receive a number of Exercise Shares based upon the new Exercise Price, as adjusted, for exercises occurring on or
after the date of such adjustment, regardless of whether the Holder accurately refers to the adjusted Exercise Price in the Exercise Form. 
 6.
Fractional Interests. 
 No fractional shares or scrip representing fractional shares shall be issuable upon the Exercise of this Warrant, but on
Exercise of this Warrant, Holder may purchase only a whole number of shares of Common Stock. If, on Exercise of this Warrant, Holder would be entitled to a fractional share of Common Stock or a right to acquire a fractional share of Common Stock,
such fractional share shall be disregarded and the number of shares of Common Stock issuable upon Exercise shall be the next higher whole number of shares. 

7. Reservation of Shares. 
 From and after the date
hereof, the Company shall at all times reserve for issuance such number of authorized and unissued shares of Common Stock (or other securities substituted therefor as herein above provided) as shall be sufficient for the Exercise of this Warrant and
payment of the Exercise Price. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of shares sufficient for the Exercise of this Warrant (a “Share Authorization Failure”) (based on
the Exercise Price in effect from time to time), the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to
approve a charter amendment to authorize additional shares to meet the Company’s obligations under this Section 7, in the case of an insufficient number of authorized shares, and using its best efforts to obtain stockholder approval of
such charter amendment effecting an increase in such authorized number of shares. The Company covenants and agrees that upon the Exercise of this Warrant in accordance with the terms hereof, all shares of Common Stock issuable upon such Exercise
shall be duly and validly issued, fully paid and nonassessable and not subject to preemptive rights, rights of first refusal or similar rights of any Person. The Company covenants and agrees that all shares of Common Stock issuable upon Exercise of
this Warrant shall be approved for listing on NASDAQ, or, if that is not the principal trading market for the Common Stock, such principal market on which the Common Stock is traded or listed. 

8. Restrictions on Transfer. 
 (a) Registration or
Exemption Required. This Warrant has been issued in a transaction exempt from the registration requirements of the Securities Act by virtue of Regulation D and exempt from state registration or qualification under applicable state laws. None of
the Warrant, the Exercise Shares or Failure Payment Shares may be pledged, transferred, sold or assigned except pursuant to an effective registration statement or an exemption to the registration requirements of the Securities Act and applicable
state laws. 
 (b) Assignment. Subject to Section 8(a), the Holder may sell, transfer, assign, pledge, or otherwise dispose of this Warrant, in
whole or in part. Holder shall deliver a written notice to Company, substantially in the form of the Assignment attached hereto as Exhibit B, indicating the Person or Persons to whom the Warrant shall be assigned and the respective
number of warrants to be assigned to each assignee. The Company shall effect the assignment within three (3) business days (the “Transfer Delivery Period”), and shall deliver to the assignee(s) designated by Holder a Warrant or
Warrants of like tenor and terms for the appropriate number of shares. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Holder.


  
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The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant, and shall be enforceable by any such Holder. For avoidance of doubt, in the
event Holder notifies the Company that such sale or transfer is a so called “4(1 1/2)” transaction, the parties hereto agree that a legal opinion from outside counsel for the Holder delivered to counsel for the Company substantially in the
form attached hereto as Exhibit C shall be the only requirement to satisfy an exemption from registration under the Securities Act to effectuate such “4(1 1/2)” transaction. 

9. Noncircumvention. 
 The Company hereby covenants and
agrees that the Company will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be reasonably required to protect
the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, and
(ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant. 

10. Events of Failure; Definition of Black Scholes Value. 

(a) Definition. 
 The occurrence of each of the following
shall be considered to be an “Event of Failure.” 
 (i) A Delivery Failure occurs, where a “Delivery Failure” shall be
deemed to have occurred if the Company fails to use its best efforts to deliver Exercise Shares to the Holder within any applicable Delivery Period (other than due to the limitation contained in the proviso in the second paragraph of
Section 1); 
 (ii) A Legend Removal Failure occurs, where a “Legend Removal Failure” shall be deemed to have occurred if the
Company fails to use its best efforts to issue this Warrant and/or Exercise Shares without a restrictive legend, or fails to use it best efforts to remove a restrictive legend, when and as required under Section 2(e) hereof; 

(iii) a Transfer Delivery Failure occurs, where a “Transfer Delivery Failure” shall be deemed to have occurred if the Company fails
to use its best efforts to deliver a Warrant within any applicable Transfer Delivery Period; and 
 (iv) a Registration Failure (as defined
below). 
 For purpose hereof, “Registration Failure” means that (A) the Company fails to file with the SEC on or before the Filing Deadline
(as defined in the Registration Rights Agreement) any Registration Statement required to be filed pursuant to Section 2(a) of the Registration Rights Agreement, (B) the Company fails to use its reasonable commercial efforts to obtain
effectiveness with the SEC, prior to the Registration Deadline (as defined in the Registration Rights Agreement), and if such Registration Statement is not so filed prior to the Registration Deadline, as soon as possible thereafter, of any
Registration Statement (as defined in the Registration Rights Agreement) that are required to be filed pursuant to Section 2(a) of the Registration Rights Agreement, or fails to use reasonable commercial efforts to keep such Registration
Statement current and effective as required in Section 3 of the Registration Rights Agreement, (C) The Company fails to file any additional Registration Statements required to be filed pursuant to Section 2(a)(ii) of the Registration
Rights Agreement on or before the Additional Filing Deadline or fails to use its reasonable commercial efforts to cause such new Registration Statement to become effective on or before the Additional Registration Deadline, and if such effectiveness
does not occur within such period, as soon as possible thereafter, (D) the Company fails to file any amendment to any Registration Statement, or any additional Registration Statement required to be filed pursuant to Section 3(b) of the
Registration Rights Agreement within twenty (20) days of the applicable Registration Trigger Date (as defined in the Registration Rights Agreement), or fails to use its reasonable commercial efforts to cause such amendment and/or new
Registration Statement to become effective within ninety (90) days of the applicable Registration Trigger Date, and, if such effectiveness does not occur within such period, as soon as possible thereafter, (E) any Registration Statement
required to be filed 

  
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under the Registration Rights Agreement, after its initial effectiveness and during the Registration Period (as defined in the Registration Rights Agreement), lapses in effect or sales of all of
the Registrable Securities (as defined in the Registration Rights Agreement) cannot otherwise be made thereunder (whether by reason of the Company’s failure to amend or supplement the prospectus included therein in accordance with the
Registration Rights Agreement, the Company’s failure to file and, use reasonable commercial efforts to obtain effectiveness with the SEC of an additional Registration Statement or amended Registration Statement required pursuant to
Sections 2(a)(ii) or 3(b) of the Registration Rights Agreement, as applicable, or otherwise), and (F) the Company fails to provide a commercially reasonable written response to any comments to any Registration Statement submitted by the
SEC within twenty (20) days of the date that such SEC comments are received by the Company. 
 (b) Failure Payments; Black-Scholes
Determination. The Company understands that any Event of Failure (as defined above) could result in economic loss to the Holder. In the event that any Event of Failure occurs, as compensation to the Holder for such loss, the Company agrees to
pay (as liquidated damages and not as a penalty) to the Holder an amount (“Failure Payments”) payable, at the Company’s option, either (i) in cash or (ii) in shares of Common Stock that are valued for these purposes at the
Volume Weighted Average Price on the date of such calculation (“Failure Payment Shares”), in each case equal to 15% per annum (or the maximum rate permitted by applicable law, whichever is less) of the Black-Scholes value (as
determined below) of the remaining unexercised portion of this Warrant on the date of such Event of Failure (as recalculated on the first business day of each month thereafter for as long as Failure Payments shall continue to accrue), which shall
accrue daily from the date of such Event of Failure until the Event of Failure is cured, accruing daily and compounded monthly, provided, however, the Holder shall only receive up to such amount of shares of Common Stock in respect of Failure
Payments such that Holder and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group”
of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth
herein) shall not collectively beneficially own greater than 9.985% of the total number of shares of Common Stock of the Company then issued and outstanding. For purposes of clarification, it is agreed and understood that Failure Payments shall
continue to accrue following any Event of Default until the applicable Default Amount is paid in full. 
 Notwithstanding the above, in the event that the
Company (i) has, by the Filing Deadline (as defined the Registration Rights Agreement) filed a Registration Statement (as defined in the Registration Rights Agreement) covering the number of shares required by the Registration Rights Agreement,
and (ii) has responded in writing to any comments to the Registration Statement that the Company has received from the SEC, within seven (7) Business Days of such receipt, and nevertheless the SEC has not declared effective a Registration
Statement covering the full number of Warrant Shares issuable upon exercise of the Warrants by the Registration Deadline (as defined in the Registration Rights Agreement) then, the Failure Payments attributable to such late Registration
Effectiveness shall be reduced from 15 to 12% (calculated as set forth above). The Company shall satisfy any Failure Payments under this Section pursuant to Section 10(c) below. Failure Payments are in addition to any Shares that the Holder is
entitled to receive upon Exercise of this Warrant. 
 For purposes hereof, the “Black-Scholes” value of a Warrant shall be determined by use of
the Black Scholes Option Pricing Model using the criteria set forth on Schedule 1 hereto. 
 (c) Payment of Accrued Failure Payments. The Failure
Payment Shares representing accrued Failure Payments for each Event of Failure shall be issued and delivered on or before the fifth (5th) business day of each month following a month in which Failure Payments accrued. Nothing herein shall limit
the Holder’s right to pursue actual damages (to the extent in excess of the Failure Payments) for the Company’s Event of Failure, and the Holder shall have the right to pursue all remedies available at law or in equity (including a decree
of specific performance and/or injunctive relief). Notwithstanding the above, if a particular Event of Failure results in an Event of Default pursuant to Section 11 hereof, then the Failure Payment, for that Event of Failure only, shall be
considered to have been satisfied upon payment to the Holder of an amount equal to the greater of (i) the Failure Payment, or (ii) the Default Amount, payable in accordance with Section 11. 

(d) Maximum Interest Rate. Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to
establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum
permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company. 

  
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 11. Default. 

(a) Events Of Default. Each of the following events shall be considered to be an “Event of Default,” unless waived by the Holder: 

(i) Failure To Effect Registration. With respect to all Registration Failures, a Registration Failure occurs and remains uncured for a period of more
than sixty (60) days (or ninety (90) days in the case where the Company (i) has, by the Filing Deadline (as defined the Registration Rights Agreement) filed a Registration Statement (as defined in the Registration Rights Agreement)
covering the number of shares required by the Registration Rights Agreement, and (ii) has responded in writing to any comments to the Registration Statement that the Company has received from the SEC, within seven (7) Business Days of such
receipt, and nevertheless the SEC has not declared effective a Registration Statement covering the Shares by the Registration Deadline (as defined in the Registration Rights Agreement)), and such Registration Failure relates solely to the
Company’s failure to have the Registration Statement declared effective by the Registration Deadline (as defined in the Registration Rights Agreement) and with respect to a Registration Failure provided in clause (E) of the definition of
“Registration Failure”, such Registration Failure occurs and remains uncured for a period of more than sixty (60) days. 
 (ii) Failure To
Deliver Common Stock. A Delivery Failure (as defined above) occurs and remains uncured for a period of more than twenty (20) days; or at any time, the Company announces or states in writing that it will not honor its obligations to issue
shares of Common Stock to the Holder upon Exercise by the Holder of the Exercise rights of the Holder in accordance with the terms of this Warrant. 
 (iii)
Legend Removal Failure. A Legend Removal Failure (as defined above) occurs and remains uncured for a period of twenty (20) days; 
 (iv)
Transfer Delivery Failure. Transfer Delivery Failure (as defined above) occurs and remains uncured for a period of twenty (20) days; and 
 (v)
Corporate Existence; Major Transaction. (A) The Company has failed to either (1) place the Cash Payment or the Exercise Shares issuable upon exercise of a Cashless Major Exercise, as the case may be, into escrow or (2) obtain
the written agreement of the Successor Entity as described in Section 5(c)(iv), or the Company has failed to instruct the escrow agent to release such amount or such shares, as the case may be, to the Holder pursuant to Section 5(c)(iv),
or (B) with respect to a Major Transaction that is to be treated as an Assumption under the terms hereof, the Company has failed to meet the Assumption requirements of Section 5(c)(ii). 

(b) Mandatory Early Termination. 
 (i) Mandatory Early
Termination Amount; Cashless Default Exercise. If any Events of Default shall occur then, unless waived by the Holder, upon the occurrence and during the continuation of any Event of Default, at the option of the Holder, such option exercisable
through the delivery of written notice to the Company by such Holder (the “Default Notice”), the Company shall have the right to terminate the outstanding amount of this Warrant and pay to the Holder (a “Mandatory Early
Termination”), in full satisfaction of its obligations hereunder by delivery of a notice to such effect to the Holder within two (2) Business Days following receipt of the Default Notice, an amount payable in cash (the “Mandatory
Early Termination Amount” or the “Default Amount”) equal to the Black-Scholes value (as determined in accordance with Section 10(b)) of the remaining unexercised portion of this Warrant on the date of such Default Notice. In the
event the Company does not exercise its right to consummate a Mandatory Early Termination, then the Holder shall have the right to exercise this Warrant pursuant to a Cashless Default Exercise in accordance with Section 3(d) above. 

The Mandatory Early Termination Amount shall be payable within five (5) Business Days following the date of the applicable Default Notice. 

  
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 (ii) Liquidated Damages. The parties hereto acknowledge and agree that the sums payable as Failure
Payments or pursuant to a Mandatory Early Termination shall give rise to liquidated damages and not penalties. The parties further acknowledge that (i) the amount of loss or damages likely to be incurred by the Holder is incapable or is
difficult to precisely estimate, (ii) the amounts specified bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by the Holder, and (iii) the parties are sophisticated
business parties and have been represented by sophisticated and able legal and financial counsel and negotiated this Agreement at arm’s length. 

(c) [RESERVED] 
 (d) [RESERVED] 

(e) Remedies, Other Obligations, Breaches And Injunctive Relief. The remedies provided in this Warrant shall be cumulative and in addition to all other
remedies available under this Warrant, the Facility Agreement and the Registration Rights Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the
Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law
for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining
any breach, without the necessity of showing economic loss and without any bond or other security being required. 
 12. Holder’s Early
Terminations. 
 (a) Mechanics of Holder’s Early Terminations. In the event that the Company does not deliver the Cash Payment or Default
Amount or the Exercise Shares in respect of a Cashless Major Exercise or a Cashless Default Exercise, as the case may be, to the Holder within the time period or as otherwise required pursuant to the terms hereof, at any time thereafter the Holder
shall have the option, upon notice to the Company, in lieu of Cash Payment Exercise, Cashless Major Exercise or Cashless Default Exercise, as the case may be, to require the Company to promptly return to the Holder all or any portion of this Warrant
that was submitted for settlement or exercise. Upon the Company’s receipt of such notice, (x) the applicable cash settlement or exercise, as the case may be, shall be null and void with respect to such applicable portion of this Warrant
and (y) the Company shall immediately return this Warrant, or issue a new Warrant to the Holder representing the portion of this Warrant that was submitted for cash settlement or exercise. The Holder’s delivery of a notice voiding a cash
settlement or exercise and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Failure Payments which have accrued prior to the date of such notice with respect to the Warrant subject
to such notice. 
 13. Benefits of this Warrant. 

Nothing in this Warrant shall be construed to confer upon any person other than the Company and Holder any legal or equitable right, remedy or claim under
this Warrant and this Warrant shall be for the sole and exclusive benefit of the Company and Holder. 
 14. Governing Law. 

All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New
York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such


  
 15 








 
suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in
any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The parties hereby waive all rights to
a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. 
 15. Loss of Warrant.

 Upon receipt by the Company of evidence of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of
indemnity or security reasonably satisfactory to the Company, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver a new Warrant of like tenor and date. 

16. Notice or Demands. 
 Except as otherwise provided
herein, notices or demands pursuant to this Warrant to be given or made by Holder to or on the Company shall be sufficiently given or made if sent by overnight delivery with a nationally recognized overnight courier service or certified or
registered mail, return receipt requested, postage prepaid, and addressed, until another address is designated in writing by the Company, to the address set forth in Section 2(a) above. Notices or demands pursuant to this Warrant to be given or
made by the Company to or on Holder shall be sufficiently given or made if sent by overnight delivery with a nationally recognized overnight courier service or certified or registered mail, return receipt requested, postage prepaid, and addressed,
to the address of Holder set forth in the Company’s records, until another address is designated in writing by Holder. 
 17. Limitation on Issuance
of Common Stock. 
 Notwithstanding anything herein to the contrary, the maximum number of shares of Common Stock issued or issuable pursuant to this
Warrant, all additional Warrants issued pursuant to Section 2.10 of the Facility Agreement and all shares of Common Stock issued pursuant to Section 2.11 of the Facility Agreement may not exceed 9,500,000 shares of Common Stock (subject to
appropriate adjustment to reflect transactions described in Section 5(b)). 
 In addition, notwithstanding anything to the contrary herein, in the
event that the Company is not permitted to issue shares of Common Stock to Holder pursuant to this Warrant because either (i) the Company has reached the maximum number of shares pursuant to this Section 17 or (ii) the number of
shares of Common Stock then beneficially owned by the Holder and its Affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the
Exchange Act (including shares held by any “group” of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to
convert, exercise or purchase similar to the limitation set forth herein) would violate the 9.98% Cap, then, without limiting any Cash Payment payable hereunder, in neither case shall the Company be required to net cash settle or otherwise make any
cash payment to Holder to settle this Warrant by virtue of such limitation. 

  
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 IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the      day of
            , 2014. 
  

			
	INFINITY PHARMACEUTICALS, INC.
		
	By:	 	  

		 	Print Name:
		 	Title:



  
 17 








 EXHIBIT A 

EXERCISE FORM FOR WARRANT 
 TO:
INFINITY PHARMACEUTICALS, INC. 
 CHECK THE APPLICABLE BOX: 
  

	 ̈	Cash Exercise or Cashless Exercise 

 The undersigned hereby irrevocably exercises
the attached warrant (the “Warrant”) with respect to shares of Common Stock (the “Common Stock”) of Infinity Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and, if pursuant to a Cashless Exercise,
herewith makes payment of the Exercise Price with respect to such shares in full, all in accordance with the conditions and provisions of said Warrant. 

[IF APPLICABLE: The undersigned hereby encloses $         as payment of the Exercise Price.] 

[IF APPLICABLE: The undersigned hereby agrees to cancel $         of principal outstanding under Notes
of the Company held by the Holder.] 
  

	 ̈	Cashless Major Exercise 

 The undersigned hereby irrevocably exercises the Warrant
with respect to          of the Warrant Shares currently outstanding pursuant to a Cashless Major Exercise in accordance with the terms of the Warrant. 

 

	 ̈	Cash Payment Exercise 

 The undersigned irrevocably exercises the Warrant with
respect to          of the Warrant Shares currently outstanding pursuant to a Cash Payment Exercise in accordance with the terms of the Warrant. 

 

	 ̈	Cashless Default Exercise 

 The undersigned hereby irrevocably exercises the
Warrant pursuant to a Cashless Default Exercise, in accordance with the terms of the Warrant. 
  

	 ̈	Mixed Major Transaction 

 The undersigned hereby irrevocably exercises the Warrant
as Cash Payment Exercise with respect to          of the Warrant Shares currently outstanding and          of the Warrant Shares currently outstanding pursuant to a
Cashless Major Exercise in accordance with the terms of the Warrant. 
 1. The undersigned requests that any stock certificates for such shares be issued
free of any restrictive legend, if appropriate, and, if requested by the undersigned, a warrant representing any unexercised portion hereof be issued, pursuant to the Warrant in the name of the undersigned and delivered to the undersigned at the
address set forth below. 
 2. Capitalized terms used but not otherwise defined in this Exercise Form shall have the meaning ascribed thereto in the
Warrant. 
  

					
	Dated:	 	  
	  	

  

	
	  

	Signature
	
	  

	Print Name
	
	  

	Address


  
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 NOTICE 
 The
signature to the foregoing Exercise Form must correspond to the name as written upon the face of the attached Warrant in every particular, without alteration or enlargement or any change whatsoever. 

  
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 EXHIBIT B 

ASSIGNMENT 
 (To be executed by
the registered holder 
 desiring to transfer the Warrant) 

FOR VALUE RECEIVED, the undersigned holder of the attached warrant (the “Warrant”) hereby sells, assigns and transfers unto the person or persons
below named the right to purchase              shares of the Common Stock of Infinity Pharmaceuticals, Inc., a Delaware corporation, evidenced by the attached Warrant and does hereby
irrevocably constitute and appoint              attorney to transfer the said Warrant on the books of the Company, with full power of substitution in the premises. 

 

									
	Dated:	 	  
	 		 		 	  

		 		 		 		 	Signature

 Fill in for new registration of Warrant: 
  

	
	  

	Name
	
	  

	Address
	
	  

	 Please print name and address of assignee

(including zip code number)


 NOTICE 
 The signature to the
foregoing Assignment must correspond to the name as written upon the face of the attached Warrant in every particular, without alteration or enlargement or any change whatsoever. 

  
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 EXHIBIT C 

FORM OF OPINION 

            , 20     

[                    ] 

 

	Re:	Infinity Pharmaceuticals, Inc. (the “Company”) 

 Dear Sir: 

[            ]
(“[            ]”) intends to transfer             Warrants (the “Warrants”) of the Company to
            (“            ”) without registration under the Securities Act of 1933, as amended (the “Securities
Act”). In connection therewith, we have examined and relied upon the truth of representations contained in an Investor Representation Letter attached hereto and have examined such other documents and issues of law as we have deemed relevant.

 Based on and subject to the foregoing, we are of the opinion that the transfer of the Warrants by
            to             may be effected without registration under the Securities Act, provided, however, that the Warrants to
be transferred to             contain a legend restricting its transferability pursuant to the Securities Act and that transfer of the Warrants is subject to a stop order. 

The foregoing opinion is furnished only to
                     and may not be used, circulated, quoted or otherwise referred to or relied upon by you for any purposes other than the purpose
for which furnished or by any other person for any purpose, without our prior written consent. 
 Very truly yours, 

  
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 [FORM OF INVESTOR REPRESENTATION LETTER] 

            , 20     

[                    ] 

Gentlemen: 

            (“            ”)
has agreed to purchase             Warrants (the “Warrants”) of Infinity Pharmaceuticals, Inc. (the “Company”) from
[            ] (“[            ]”). We understand that the Warrants are “restricted securities.” We represent
and warrant that             is a sophisticated institutional investor that would qualify as an “Accredited Investor” as defined in Rule 501 of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”). 
              represents and
warrants as of the date hereof as follows: 
 1. That it is acquiring the Warrants and the shares of common stock, $0.001 par value per share
underlying such Warrants (the “Exercise Shares”) solely for its account for investment and not with a view to or for sale or distribution of said Warrants or Exercise Shares or any part thereof.
            also represents that the entire legal and beneficial interests of the Warrants and Exercise Shares             is
acquiring is being acquired for, and will be held for, its account only; 
 2. That the Warrants and the Exercise Shares have not been
registered under the Securities Act on the basis that no distribution or public offering of the stock of the Company is to be effected.             realizes that the basis for the exemption
may not be present if, notwithstanding its representations,             has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in
connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities.             has no such present intention; 

3. That the Warrants and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an
exemption from such registration is available.             recognizes that the Company has no obligation to register the Warrants, or to comply with any exemption from such registration;

 4. That neither the Warrants nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Securities Act unless certain
conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about Company, the resale following the required holding period under Rule 144 and the number
of shares being sold during any three month period not exceeding specified limitations; 
 5. That it will not make any disposition of all or
any part of the Warrants or Exercise Shares in any event unless and until: 
 (i) The Company shall have received a letter secured by
             from the Securities and Exchange Commission stating that no action will be recommended to the Securities and Exchange Commission with respect to the proposed disposition; 

(ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made
in accordance with said registration statement; or 
 (iii)              shall
have notified the Company of the proposed disposition and, in the case of a sale or transfer in a so called “4(1) and a half” transaction, shall have furnished counsel to the Company with an opinion of counsel, reasonably satisfactory to
counsel to the Company. 

  
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 We acknowledge that the Company will place stop orders with respect to the Warrants and the Exercise Shares, and
if a registration statement is not effective, the Exercise Shares shall bear the following restrictive legend: 
 “THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE
EFFECTED UNDER APPLICABLE FORMAL SEC INTERPRETATION OR GUIDANCE. 
 “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY 24, 2014, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH
AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” 
 At any
time and from time to time after the date hereof,              shall, without further consideration, execute and deliver to
[            ] or the Company such other instruments or documents and shall take such other actions as they may reasonably request to carry out the transactions contemplated hereby. 

Very truly yours, 

  
 23 








 Schedule 1 

Black-Scholes Value 
  

							
	 	  	 Calculation Under Section 5(c)(iii)
	  	 	 	 Calculation Under Section 10(b) or 11(b)

				
	Remaining Term	  	Number of calendar days from date of public announcement of the Major Transaction until the last date on which the Warrant may be exercised.	  		 	Number of calendar days from date of the determination until the last date on which the Warrant may be exercised.
				
	Interest Rate	  	A risk-free interest rate corresponding to the US$ LIBOR/Swap rate for a period equal to the Remaining Term.	  		 	A risk-free interest rate corresponding to the US$ LIBOR/Swap rate for a period equal to the Remaining Term (rounded to the nearest year).
				
	Volatility	  	 If the first public announcement of the Major Transaction is made at or prior to 4:00 p.m., New York City time, the arithmetic mean of the
historical volatility for the 10, 30 and 50 Trading Day periods ending on the date of such first public announcement, obtained from the HVT or similar function on Bloomberg.
  

If the first public announcement of the Major Transaction is made after 4:00 p.m., New York City time, the arithmetic mean of the historical volatility for the
10, 30 and 50 Trading Day periods ending on the next succeeding Trading Day following the date of such first public announcement, obtained from the HVT or similar function on Bloomberg.
	  		 	The arithmetic mean of the historical volatility for the 10, 30 and 50 Trading Day periods ending on the date of such determination, obtained from the HVT or similar function on Bloomberg.
				
	Stock Price	  	The last closing price of the Common Stock on NASDAQ, or, if that is not the principal trading market for the Common Stock, such principal market on which the Common Stock is traded or listed prior to the consummation of the Major
Transaction.	  		 	The volume Weighted Average Price on the date of such calculation.
				
	Dividends	  	Zero.	  		 	Zero.
				
	Strike Price	  	Exercise Price as defined in section 3(a).	  		 	Exercise Price as defined in section 3(a).


  
 24