EX-10.22



 Exhibit 10.22 

NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT, OR (B) IF REASONABLY REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID THE SECURITIES ACT. 

KITE PHARMA, INC. 

CONVERTIBLE PREFERRED STOCK/COMMON STOCK PURCHASE WARRANT 

(PLACEMENT AGENT WARRANT) 
  

					
	Warrant No. PA-005	  	 	  	Dated: May 10, 2013

 KITE PHARMA, INC., a Delaware corporation (the
“Company”), hereby certifies that, for value received, M. TARIQUE FAROOQUI, or its registered assigns (the “Holder”), is entitled, subject to the terms and conditions of this Warrant (this
“Warrant”): 
 (i) prior to the time that all shares of the Company’s Series A Convertible Preferred Stock, par value
$0.001 per share (the “Preferred Stock”), the terms, rights, preferences and privileges of which are set forth in that Certificate of Designation filed with the Secretary of State of Delaware on May 10, 2013, as the same may be
amended from time to time (the “Certificate of Designation”), shall have converted into Common Stock in accordance with the terms of such Certificate of Designation (the “Conversion Date”), to purchase from the
Company, up to a total of TEN THOUSAND NINE HUNDRED THREE (10,903) shares of Preferred Stock (each such share, a “Preferred Warrant Share” and all such shares, the “Preferred Warrant Shares”) at a per share
exercise price initially equal to One Dollar and Seventy Three Cents ($1.73) (the “PW Exercise Price”); or 
 (ii) from and
after the Conversion Date, to purchase from the Company, up to a total number of shares of common stock of the Company, $0.001 par value per share (the “Common Stock”), equal to the number of shares of Common Stock that would have
been issuable upon the conversion of all of the Preferred Warrant Shares described above, less the number of Preferred Warrant Shares already issued pursuant to an actual exercise of this Warrant prior to the Conversion Date, had such net number of
Preferred Warrant Shares been issued and outstanding at the time of the conversion (each such share, a “Common Warrant Share,” and all such shares, the “Common Warrant Shares”), at an exercise price initially equal
to 110% of the Conversion Price of the Preferred Stock in effect on the Conversion Date, and thereafter as adjusted from time to time as provided in Section 9 hereof (the “CW Exercise Price”). 

For the avoidance of doubt, and to further clarify the anti-dilutive protections afforded to the Holder of this Warrant prior to the
Conversion Date, upon the occurrence of a dilutive event prior to the Conversion Date, the Company and the Holder acknowledge and agree that the Conversion Price, and thereby the number of shares of Common Stock into which each Preferred








 
Warrant Share may be converted, shall be adjusted as and to the extent provided in the Certificate of Designation. 

Except as otherwise specified herein, (i) at any time that any of the Preferred Stock purchased by the Holder has not been converted to
Common Stock, references in this Warrant to “Warrant Shares” shall mean Preferred Warrant Shares and to “Exercise Price” shall mean PW Exercise Price; and (ii) at any time that all of the Preferred Stock has
been converted to Common Stock, references in this Warrant to “Warrant Shares” shall mean Common Warrant Shares and to “Exercise Price” shall mean CW Exercise Price. 

This Warrant is one of a series of similar warrants (collectively, the “Warrants”) issued pursuant to that certain Letter
Agreement, dated as of December 15, 2010, by and between the Company and Riverbank Capital Securities, Inc. (“Riverbank”) and as a result of the transactions contemplated by that certain Series A Convertible Preferred Stock
Purchase Agreement (the “Purchase Agreement”) and that certain Investor Rights Agreement (the “Investor Rights Agreement”), each dated as of May 10, 2010, by and among the Company and the Investors identified
therein. 
 1. Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise
defined herein have the meanings given to such terms in the Purchase Agreement. 
 2. Registration of Warrant. The Company shall
register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this
Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. 

3. Registration of Transfers. 

(a) Notwithstanding anything to the contrary contained herein, this Warrant and the Warrant Shares shall not be sold or transferred unless
either (i) they first shall have been registered under the Securities Act, or (ii) such sale or transfer shall be exempt from the registration requirements of the Securities Act and the Company shall have been furnished with an opinion of
legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. Notwithstanding the foregoing, no registration or opinion of counsel shall be
required for (1) a transfer by a Holder that is an entity to a wholly owned subsidiary of such entity; a transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of
any such partner or retired partner; or a transfer by a Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the
transferee in each case agrees in writing to be subject to the terms of this Section 3, or (2) a transfer made in accordance with Rule 144 under the Securities Act. 

(b) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the
Form of Assignment attached 

  
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hereto as Annex A duly completed and signed, to the transfer agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase
Preferred Stock and/or Common Stock, as the case may be, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and
a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of
all of the rights and obligations of a holder of a Warrant. 
 4. Exercise and Duration of Warrants. 

(a) Subject to the terms and conditions of this Warrant, this Warrant shall be exercisable by the registered Holder at any time and from time
to time on or after the date hereof, up to and including the Expiration Date (as defined below). Subject to paragraphs (b) and (c) of this Section 4, on May 10, 2018, at 6:30 P.M., New York City time, the portion of this Warrant
not exercised prior thereto shall be and become void and of no value (the “Expiration Date”). 
 (b) A Holder may exercise
this Warrant by delivering to the Company (i) an exercise notice, in the form attached hereto as Annex B (the “Exercise Notice”), appropriately completed and duly signed along with the Warrant, and (ii) payment
of the Exercise Price for the number of Warrant Shares, as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice), and the date such items are delivered to the
Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” Execution and delivery of the Exercise Notice 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) Insufficient Authorized Shares. If at any
time while this Warrant is outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Preferred Stock or Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant and Warrants
of like tenor at least a number of shares of Preferred Stock and Common Stock equal to (the “Required Reserve Amount”) of the number of shares of Preferred Stock and Common Stock as shall from time to time be necessary to effect the
exercise of all of the Warrants of like tenor then outstanding (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Preferred Stock and
Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Warrants of like tenor then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the
occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized
shares of Preferred Stock and Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy or information statement, to the extent required by applicable law, and shall use its reasonable best efforts to
solicit its stockholders’ approval of such increase in authorized shares of Preferred Stock and Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. 

  
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 5. Delivery of Warrant Shares. 

(a) The Holder shall not be required to physically surrender this Warrant unless this Warrant is being exercised in full. To effect exercises
hereunder, the Holder shall duly execute and deliver to the Company at its address for notice set forth herein, an Exercise Notice in the form of Annex B hereto, along with the Warrant Share Exercise Log in the form of Annex C hereto,
and shall pay the Exercise Price, multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder. The Company shall promptly (but in no event later than three (3) Trading Days after the date of exercise) issue or cause
to be issued and cause to be delivered to or upon the written order of the Holder a certificate for the Warrant Shares issuable upon such exercise. The Company shall, upon request of the Holder, and subsequent to the date on which a registration
statement covering the resale of the Warrant Shares has been declared effective by the SEC and provided such registration statement continues to be effective and the prospectus included therein continues to remain current, use its best efforts to
deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. If by the third
(3rd) Trading Day after exercise of this Warrant, the Company fails to deliver the required number of Warrant Shares, the Holder will have the right to rescind the exercise. If by the third
(3rd) Trading Day after exercise, the Company fails to deliver the required number of Warrant Shares, and if after such third Trading Day
(3rd) and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the
Holder of Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy In”), then the Company shall (i) 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 Warrant Shares that the Company was required to deliver to the Holder in connection with
the exercise at issue by (B) the closing bid price of the Common Stock on the exercise date and (ii) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise
was not honored or deliver to the Holder the number of shares of Warrant Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the Buy In. 
 (b) Upon surrender of this Warrant following one or more partial
exercises, the Company shall issue or cause to be issued, at its expense, a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. 

(c) The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other
circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other


  
 4 








 
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. 
 6.
Charges, Taxes and Expenses. Initial issuance and delivery of certificates for shares of Preferred Stock or Common Stock, as the case may be, upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer
tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. 

7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in
exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a new Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and
reasonable bond or indemnity, if requested. Applicants for a new Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.

 8. Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate
of its authorized but unissued and otherwise unreserved Preferred Stock and Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then
issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (after giving effect to the adjustments and restrictions of
Section 9, if any). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized,
issued and fully paid and nonassessable. The Company will take all such action as may be necessary to assure that such shares of Preferred Stock or Common Stock, as the case may be, may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Preferred Stock or the Common Stock may be listed. The Company will notify its transfer agent for the Preferred Stock and
for the Common Stock of the reservation of shares of Preferred Stock and Common Stock as required under this provision. 
 9. Certain
Adjustments. The CW Exercise Price and number of Common Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9 following the Conversion Date. The Company and
the Holder acknowledge and agree that (i) comparable adjustments in the PW Exercise Price for the events and matters described below are to be addressed by the terms of the Certificate of Designation relating to the Preferred Stock prior to any
Conversion Date, and (ii) the number of Preferred Warrant Shares shall be appropriately adjusted for any split, combination or similar event relating to the Preferred Stock. 

  
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 (a) Stock Dividends and Splits. If after the Conversion Date, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock or by a split-up of shares of Common Stock or other similar event, then, on the effective date thereof, the number of Warrant Shares issuable on exercise of
this Warrant shall be increased in proportion to such increase in outstanding shares and the then applicable Exercise Price shall be correspondingly decreased. 

(b) Aggregation of Shares. If after the Conversion Date, the number of outstanding shares of Common Stock is decreased by a
consolidation, combination or reclassification of shares of Common Stock or other similar event, then, upon the effective date of such consolidation, combination or reclassification, the number of Warrant Shares issuable on exercise of this Warrant
shall be decreased in proportion to such decrease in outstanding shares and the then applicable Exercise Price shall be correspondingly increased. 

(c) Replacement of Securities Upon Reorganization, etc. If after the Conversion Date any capital reorganization or reclassification of
the Common Stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation or other similar event (each, a “Fundamental
Transaction”) shall be effected, then, as a condition of such Fundamental Transaction, lawful and fair provision shall be made whereby the Holder of this Warrant shall thereafter have the right to purchase and receive, upon the basis and
upon the terms and conditions specified in this Warrant and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, such shares of stock,
securities, or assets as may be issued or payable with respect to or in exchange for the number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the
exercise of the rights represented by this Warrant, had such Fundamental Transaction not taken place and in such event appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the
provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be in relation to any
share of stock, securities, or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such Fundamental Transaction unless prior to the consummation thereof the successor corporation (if other than the Company)
resulting from such Fundamental Transaction, or the corporation purchasing such assets in a Fundamental Transaction, shall assume by written instrument executed and delivered to the Holder of this Warrant the obligation to deliver to the Holder of
this Warrant such shares of stock, securities, or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase. 

(d) Treasury Shares. In making any adjustment in the Exercise Price hereinbefore provided in this Section 9, the number of shares
of Common Stock at any time outstanding shall not include any shares thereof then directly or indirectly owned or held by or for the account of the Company. 

(e) Calculations. All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a
share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account 

  
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of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock. 

(f) Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense
will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other
securities, cash or property issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company
will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent. 
 (g) Notice of Corporate
Events. If the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its capital stock, including without limitation any granting of rights or warrants to subscribe for or purchase any
capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for (x) any sale of all or substantially all of its assets in one or a series of related
transactions, (y) any tender offer or exchange offer (whether by the Company or another person) pursuant to which holders of capital stock are permitted to tender or exchange their shares for other securities, cash or property, or (z) any
reclassification of the capital stock or any compulsory share exchange pursuant to which the capital stock is effectively converted into or exchanged for other securities, cash or property or (iii) authorizes the voluntary dissolution,
liquidation or winding up of the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction, at least ten business days prior to the applicable record or effective
date on which a Person would need to hold capital stock in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in order to insure that the Holder is given the practical
opportunity to exercise this Warrant prior to such time so as to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate
action required to be described in such notice. 
 10. Payment of Exercise Price. The Holder shall pay the Exercise Price in
immediately available funds; provided, however, that the Holder may satisfy its obligation to pay the Exercise Price through a “cashless exercise,” in which event the Company shall issue to the Holder the number of Warrant
Shares determined as follows: 
  

			
	 	  	X = Y [(A-B)/A]
	 where:
	  	
		  	X = the number of Warrant Shares to be issued to the Holder.
		
		  	Y = the number of Warrant Shares with respect to which this Warrant is being exercised.
		
		  	A = the Current Market Price (as defined below).
		
		  	B = the Exercise Price.


  
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 “Closing Price” on any Trading Day (as defined below) shall mean the closing bid
price for the Common Stock on its primary Trading Market (as defined below), and, in the absence of any Trading Market, shall mean the fair market value of the Common Stock, as determined in good faith by the Company’s Board of Directors. 

“Current Market Price” shall mean the last reported sale price of the Common Stock on the Trading Day immediately prior to
such date or, in case no such reported sales take place on such day, the average of the last reported bid and asked prices of the Common Stock on such day, in either case on the principal national securities exchange on which the Common Stock is
admitted to trading or listed; or, if the Common Stock is not reported on a national securities exchange, the last reported per share sale price for the Common Stock in the over-the-counter market as reported by the OTC Bulletin Board or another
over-the-counter market; or if not so available, the fair market value of the Common Stock as determined in good faith by the Company’s Board of Directors. 

“Trading Day” means (i) a day on which the Common Stock is eligible to be traded on a Trading Market (other than the OTC
Bulletin Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock is eligible to be traded in the over-the-counter market, as reported by the OTC Bulletin Board,
or (iii) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the Pink Sheets LLC (or any similar organization or agency succeeding to its functions of
reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in clauses (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day. 

“Trading Market” shall mean any regulated or self-regulated exchange or organized trading market, including the NASDAQ Global
Market, the NASDAQ Capital Market, the New York Stock Exchange, OTC Bulletin Board or Pink Sheets LLC, on which the Common Stock is listed or quoted for trading on the date in question, as applicable. 

For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a
cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. 

11. Fractional Shares. The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of
this Warrant. If any fraction of a Warrant Share would, except for the provisions of this Section, be issuable upon exercise of this Warrant, the number of Warrant Shares to be issued will be rounded up to the nearest whole share. 

12. Notices. Any and all notices or other communications or deliveries hereunder (including without limitation any Exercise Notice)
shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified below prior to 6:30 p.m. (New York City
time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified below on a 

  
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day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight
courier service or (iv) upon actual receipt by the party to whom such notice is required to be given. Notices or communications hereunder shall be addressed to: 

(a) the Company at Kite Pharma, Inc., 2225 Colorado Ave., Santa Monica, CA 90404, Attention: Secretary, or at such other address as the Company
has designed in writing to the Holder. 
 (b) the Holder at 80-73 Park Lane, Kew Gardens, NY 11415 or at such other address as the Holder
has designed in writing to the Company. 
 13. Registration Under Securities Act of 1933. The Holder shall have the right to
participate in the registration rights granted to the Purchasers pursuant to Section 3.2 of the Investor Rights Agreement. By acceptance of this Warrant, the Holder agrees to comply with the provisions in Section 3.2 of the Investor Rights
Agreement to the same extent as if it were a party thereto. 
 14. Miscellaneous. 

(a) Subject to the restrictions on transfer set forth herein, this Warrant and the registration rights set forth in the Purchase Agreement may
be assigned by the Holder in part or in its entirety. This Warrant may not be assigned by the Company except to a successor in the event of a sale of all or substantially all of the Company’s assets or a merger or acquisition of the Company.
This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding sentences, nothing in this Warrant shall be construed to give to any Person other than the Company
and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder and their successors and assigns. 

(b) The Company will not, by amendment of its governing documents or through any reorganization, transfer of assets, consolidation, merger,
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, but will at all times in good faith assist in the carrying out of all such terms and in
the taking of all such action as may be reasonably necessary or appropriate in order to protect the rights of the Holder against impairment. Without limiting the generality of the foregoing, the Company (i) will not increase the par value of
any Warrant Shares above the amount payable therefor on such exercise, (ii) will take all such action as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant
Shares on the exercise of this Warrant, and (iii) will not close its stockholder books or records in any manner which interferes with the timely exercise of this Warrant. 

(C) GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF
THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED 

  
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AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING REGARD TO ANY APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. 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 (INCLUDING
WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), 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 SUIT, ACTION OR PROCEEDING IS IMPROPER. 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 MANNER PERMITTED BY LAW. THE COMPANY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY. 

(c) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of
the provisions hereof. 
 (d) In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect,
the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant. 
 [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK, 
 SIGNATURE PAGE FOLLOWS] 

  
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 IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized
officer as of the date first indicated above. 
  

			
	KITE PHARMA, INC.
		
	By:	 	 /s/ David M. Tanen

	Name:	 	David M. Tanen
	Title:	 	Secretary



  
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 ANNEX A 

FORM OF ASSIGNMENT 
 [To be
completed and signed only upon transfer of Warrant] 
 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                                        
the right represented by the within Warrant to purchase                      shares of Preferred Stock or Common Stock of Kite Pharma,
Inc., to which the within Warrant relates and appoints                              attorney to
transfer said right on the books of Kite Pharma, Inc., with full power of substitution in the premises. 
  

							
	Dated:                    ,	 	 	 	 	 	 
				
		 		 		 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)
				
		 		 		 	Address of Transferee
				
	In the presence of:	 		 		 	








 ANNEX B 

FORM OF EXERCISE NOTICE 
 [To be executed
by the Holder to exercise the right to purchase shares of Preferred Stock or Common Stock under the foregoing Warrant] 
 To: KITE PHARMA, INC. 

The undersigned is the Holder of Warrant No.
                     (the “Warrant”) issued by Kite Pharma, Inc., a Delaware corporation (the “Company”).
Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Warrant. 
  

	 	1.	The Warrant is currently exercisable to purchase a total of                      Warrant Shares.


  

	 	2.	The undersigned Holder hereby exercises its right to purchase                      Warrant Shares pursuant to
the Warrant. 

  

	 	3.	The Holder intends that payment of the Exercise Price shall be made as (check one): 


             “Cash Exercise” 

             “Cashless Exercise” 

 

	 	4.	If the holder has elected a Cash Exercise, the holder shall pay the sum of $                     to the Company
in accordance with the terms of the Warrant. 

  

	 	5.	Pursuant to this exercise, the Company shall deliver to the holder                      Warrant Shares in
accordance with the terms of the Warrant. 

  

	 	6.	Following this exercise, the Warrant shall be exercisable to purchase a total of                  Warrant Shares. 


 

							
	Dated:                     ,	 	 	 	 	 	Name of Holder:
				
		 		 		 	(Print)
				
		 		 		 	By:
		 		 		 	Name:
		 		 		 	Title:
				
		 		 		 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)








 ANNEX C 

WARRANT SHARES EXERCISE LOG 
  

							
	 DATE
	 	 NUMBER OF

WARRANT SHARES
 AVAILABLE TO BE

EXERCISED
	 	 NUMBER OF

WARRANT SHARES
 EXERCISED
	 	 NUMBER OF
WARRANT
 SHARES REMAINING TO
 BE EXERCISED