Common use of Delivery of Certificated Securities Collateral Clause in Contracts

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, the Secured Party has a perfected first priority security interest therein. Each Pledgor hereby agrees that all certificates representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, shall promptly (but in any event within 30 days after receipt thereof by such Pledgor) be delivered to and held by or on behalf of the Secured Party pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. Subject to the terms hereof, the Secured Party shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable Pledgor, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.

Delivery of Certificated Securities Collateral. Each Pledgor Grantor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof and required to be delivered pursuant to the Credit Agreement have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Administrative Agent has a perfected first priority security interest therein, subject only to Permitted Liens; provided that the requirements of this sentence shall apply only to Securities Collateral of issuers that are Subsidiaries. Each Pledgor Grantor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor Grantor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but in any event within 30 thirty days after receipt thereof by such PledgorGrantor) be delivered to and held by or on behalf of the Secured Party Administrative Agent pursuant hereto; provided that the requirements of this sentence shall apply only to Securities Collateral of issuers that are Subsidiaries. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyAdministrative Agent. Subject to the terms hereof, the Secured Party The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions an Event of this agreement Default, the Administrative Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Securities for certificates of smaller or larger denominations. Notwithstanding the delivery of any Excluded Property described in paragraph (g)(vii) of the definition of “Excluded Property” (including certificates related thereto) by or on behalf of any Grantor to the Administrative Agent, such Excluded Property shall not constitute property in which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934a security interest was granted.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that as of the date hereof, Schedule 3 hereto sets forth the office of the secretary of state (or similar central filing office) or local filing office, as applicable, of the relevant state(s) in which a filing pursuant to the UCC would perfect the security interests granted by this Agreement with respect to the Pledged Collateral (solely to the extent such security interests in the Pledged Collateral can be perfected by such filing). Each Pledgor represents and warrants that (i) all certificates or instruments representing or evidencing any Pledged Securities and (ii) the Securities Collateral(other than uncertificated Securities Collateral) Deliverable Intercompany Notes, in each case, in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents hereof, will be, be delivered to the Secured Party Collateral Agent (or its designee) in suitable form for transfer by delivery or and accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Collateral Agent has a valid and perfected first priority security interest thereintherein (subject, as to priority, to Permitted Liens) within the time periods specified in Section 4.23 of the Indenture. Each Pledgor hereby agrees that (i) all certificates or instruments representing or evidencing any Pledged Securities Collateral and (other than uncertificated Securities Collateralii) the Deliverable Intercompany Notes, in each case, acquired by such Pledgor after the date hereofhereof shall, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, shall promptly (but in any event within 30 days after receipt thereof by such Pledgor) Pledgor (or such longer period as may be agreed to in writing by the Controlling Party), be delivered to the Collateral Agent (or its designee) pursuant hereto and held by or on behalf of the Secured Party pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or and shall be accompanied by duly executed instruments of transfer or assignment in blank. Each delivery of Pledged Securities and Deliverable Intercompany Notes shall be accompanied by a schedule describing such Pledged Securities and Deliverable Intercompany Notes, all in form which schedule shall be deemed to supplement Section 11 and substance reasonably satisfactory Section 14 of the Perfection Certificate and made a part thereof; provided that failure to supplement Section 11 and Section 14 of the Secured PartyPerfection Certificate shall not affect the validity of such pledge of such Pledged Securities or Deliverable Intercompany Notes. Subject to the terms hereof, the Secured Party Each schedule so delivered shall supplement any prior schedules so delivered. The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and Default, upon prior written notice by the Secured Party to the applicable PledgorIssuer, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Collateral Agent or any of its nominees or endorse for negotiation any or all of the such Pledged Securities Collateralor Deliverable Intercompany Notes, without any indication that such Pledged Securities Collateral is or Deliverable Intercompany Notes are subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder; provided, however, notwithstanding anything contained herein to the contrary, immediately upon the cure or waiver of certain portions any applicable Events of Default, the Collateral Agent shall promptly endorse, assign or otherwise transfer to or register in the name of the applicable Pledgor any such Pledged Securities or Deliverable Intercompany Notes (subject to revesting in the event of a subsequent Event of Default that is continuing and upon prior written notice from the Collateral Agent to Issuer, provided, that such Pledged Securities or Deliverable Intercompany Notes remain in the possession of the Collateral Agent at such time). In addition, the Collateral Agent shall have the right (but not the obligation) at any time upon the occurrence and during the continuance of any Event of Default to exchange certificates representing or evidencing any Pledged Securities or Deliverable Intercompany Notes for certificates of smaller or larger denominations for any purpose consistent with this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934Agreement.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that upon funding under the Credit Facility of at least the amount necessary to pay the GE Indebtedness, all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral and any other Investment Property acquired in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, be delivered to the Secured Party Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank blank. Each Pledgor represents and that, upon such delivery, warrants that the Secured Party has Collateral Agent will have a perfected first priority security interest thereinin all Securities Collateral and other Investment Property pledged by it hereunder that is in existence on the date hereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Person to: (A) permit the Collateral Agent or its designee to be substituted for the applicable Pledgor as a shareholder, member, partner or other equity owner, as applicable, thereto, or (B) enter into this Agreement. Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (or other than uncertificated Securities Collateral) Investment Property acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, shall promptly (but in any event within 30 days after upon receipt thereof by such Pledgor) Pledgor be delivered to and held by or on behalf of the Secured Party Collateral Agent pursuant hereto. All certificated Securities Collateral and other Investment Property acquired after the date hereof shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyCollateral Agent. Subject to the terms hereof, the Secured Party The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities CollateralCollateral or other Investment Property, without any indication that such Securities Collateral or Investment Property is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, the Collateral Agent shall have the right with written notice to exchange certificates representing or evidencing Securities Collateral or other Investment Property for certificates of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934smaller or larger denominations.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon that (assuming continuing possession by the Collateral Agent of any such deliverySecurities Collateral constituting Certificated Securities), the Secured Party Collateral Agent has a perfected first priority security interest thereintherein prior to all other Liens on such Securities Collateral except, with respect to any Equity Interests of Subsidiaries, for Permitted Liens which have priority over, or are pari passu with, the security interest on such Securities Collateral by operation of law or pursuant to the Intercreditor Agreement, and with respect to any other Securities Collateral, except for Permitted Liens. Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but in any event within 30 days ten Business Days after receipt thereof by such Pledgor) be delivered to and held by or on behalf of the Secured Party Collateral Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyCollateral Agent. Subject to the terms hereof, the Secured Party The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions an Event of this agreement which Default, the Collateral Agent shall have been omitted and filed separately with the U.S. right at any time to exchange certificates representing or evidencing Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act Collateral for certificates of 1934smaller or larger denominations.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents contemporaneously herewith will be, be delivered to the Secured Party Revolving Credit Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Administrative Agent has or contemporaneously herewith shall have a perfected first second priority security interest therein. Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor at any time after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary payment in full of the Borrower Revolving Credit Indebtedness and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless termination of the value of such Securities Collateral) exceeds $[*****] in Revolving Credit Documents, shall, within the aggregate for all Pledgorstime periods required by the Credit Agreement, shall promptly (but in any event within 30 days after receipt thereof by such Pledgor) be delivered to and held by or on behalf of the Secured Party Administrative Agent pursuant hereto. All such certificated Securities Collateral acquired by such Pledgor at any time after the payment in full of the Revolving Credit Indebtedness and the termination of the Revolving Credit Documents shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyAdministrative Agent. Subject to the terms hereof, the Secured Party The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default after the payment in full of the Revolving Credit Indebtedness and upon notice by the Secured Party to termination of the applicable PledgorRevolving Credit Documents, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, the Administrative Agent shall have the right at any time after the payment in full of certain portions the Revolving Credit Indebtedness and the termination of this agreement which have been omitted and filed separately with the U.S. Revolving Credit Documents to exchange certificates representing or evidencing Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act Collateral for certificates of 1934smaller or larger denominations.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon that (assuming continuing possession by the Administrative Agent of any such deliverySecurities Collateral constituting Certificated Securities), the Secured Party Administrative Agent has a perfected first priority security interest thereintherein prior to all other Liens on such Securities Collateral except, with respect to any Equity Interests of Subsidiaries, for Permitted Encumbrances which have priority over, or are pari passu with, the security interest on such Securities Collateral by operation of law, and with respect to any other Securities Collateral, except for Permitted Encumbrances and Liens otherwise permitted by Section 7.02 of the Credit Agreement. Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but in any event within 30 days ten (10) Business Days after receipt thereof by such Pledgor) be delivered to and held by or on behalf of the Secured Party Administrative Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyAdministrative Agent. Subject to the terms hereof, the Secured Party The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions an Event of this agreement which Default, the Administrative Agent shall have been omitted and filed separately with the U.S. right at any time to exchange certificates representing or evidencing Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act Collateral for certificates of 1934smaller or larger denominations.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that as of the date hereof, Schedule 3 hereto sets forth the office of the secretary of state (or similar central filing office) of the relevant state(s) in which a filing pursuant to the UCC would perfect the security interests granted by this Agreement with respect to the Pledged Collateral (solely to the extent such security interests in the Pledged Collateral can be perfected by such filing). Each Pledgor represents and warrants that as of the date hereof, Schedule 4 hereto sets forth all Pledged Securities of such Pledgor. Each Pledgor represents and warrants that (i) all certificates or instruments representing or evidencing any Pledged Securities and (ii) the Securities Collateral(other than uncertificated Securities Collateral) Deliverable Intercompany Notes, in each case, in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents hereof, will be, be delivered to the Secured Party Collateral Agent (or its designee) in suitable form for transfer by delivery or and accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, the Secured Party has Collateral Agent will have a valid and perfected first priority security interest thereintherein (subject, as to priority, to senior Liens expressly permitted by the Indenture) within 60 days of the date hereof. Each Pledgor hereby agrees that (i) all certificates or instruments representing or evidencing any Pledged Securities Collateral and (other than uncertificated Securities Collateralii) the Deliverable Intercompany Notes, in each case, acquired by such Pledgor after the date hereofhereof shall, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, shall promptly (but in any event within 30 60 days after receipt thereof by such Pledgor) , be delivered to the Collateral Agent (or its designee) pursuant hereto and held by or on behalf of the Secured Party pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or and shall be accompanied by duly executed instruments of transfer or assignment in blank. Each delivery of Pledged Securities and Deliverable Intercompany Notes shall be accompanied by a schedule describing such Pledged Securities and Deliverable Intercompany Notes, all in form which schedule shall be deemed to supplement Schedule 4 and substance reasonably satisfactory Schedule 7 and made a part thereof; provided that failure to supplement Schedule 4 and Schedule 7 shall not affect the Secured Partyvalidity of such pledge of such Pledged Securities or Deliverable Intercompany Notes. Subject to the terms hereofEach schedule so delivered shall supplement, the Secured Party or amend and restate, as applicable, any prior schedules so delivered. The Collateral Agent shall have the rightright (but not the obligation), at any time upon the occurrence and during the continuance of any Event of Default and Default, upon prior written notice by the Secured Party to the applicable PledgorIssuer, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Collateral Agent or any of its nominees or endorse for negotiation any or all of the such Pledged Securities Collateralor Deliverable Intercompany Notes, without any indication that such Pledged Securities Collateral is or Deliverable Intercompany Notes are subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder; provided, however, notwithstanding anything contained herein to the contrary, immediately upon the cure or waiver of certain portions any applicable Events of Default, the Collateral Agent shall promptly endorse, assign or otherwise transfer to or register in the name of the applicable Pledgor any such Pledged Securities or Deliverable Intercompany Notes (subject to revesting in the event of a subsequent Event of Default that is continuing and upon prior written notice from the Collateral Agent to Issuer, provided, that such Pledged Securities or Deliverable Intercompany Notes remain in the possession of the Collateral Agent at such time). In addition, the Collateral Agent shall have the right (but not the obligation) at any time upon the occurrence and during the continuance of any Event of Default to exchange certificates or Instruments representing or evidencing any Pledged Securities or Deliverable Intercompany Notes for certificates or Instruments of smaller or larger denominations for any purpose consistent with this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934Agreement.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof hereof, have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Table of Contents Administrative Agent for the benefit of the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank blank, and that, upon such delivery, that the Secured Party Administrative Agent has a perfected first priority security interest therein. Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but in any event within 30 thirty (30) days after receipt thereof by such Pledgor) be delivered to and held by or on behalf of the Secured Party Administrative Agent pursuant hereto. The requirements in the preceding two sentences shall not apply to the extent that the face value of the Securities Collateral (other than any Subsidiary Equity Interests) does not exceed $1,000,000 in the aggregate for all Pledgors. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyAdministrative Agent. Subject to the terms hereofBurger King Rights, the Secured Party Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions an Event of this agreement which Default, the Administrative Agent shall have been omitted and filed separately with the U.S. right at any time to exchange certificates representing or evidencing Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act Collateral for certificates of 1934smaller or larger denominations.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that as of the date hereof, Schedule 3 hereto sets forth the office of the secretary of state (or similar central filing office) of the relevant state(s) in which a filing pursuant to the UCC would perfect the security interests granted by this Agreement with respect to the Pledged Collateral (solely to the extent such security interests in the Pledged Collateral can be perfected by such filing). Each Pledgor represents and warrants that as of the date hereof, Schedule 4 hereto sets forth all Pledged Securities of such Pledgor. Each Pledgor represents and warrants that (i) all certificates or instruments representing or evidencing any Pledged Securities and (ii) the Securities Collateral(other than uncertificated Securities Collateral) in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents Pledged Intercompany Note will be, be delivered to the Secured Party Collateral Agent (or its designee) in suitable form for transfer by delivery or and accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, the Secured Party has Collateral Agent will have a valid and perfected first priority security interest thereintherein (subject, as to priority, to senior Liens permitted by the Indenture) within 5 Business Days of the date hereof. Each Pledgor hereby agrees that (i) all certificates or instruments representing or evidencing any Pledged Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if hereof and (ii) a joinder to the value of such Securities Collateral (excluding the Capital Stock Pledged Intercompany Note in respect of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged CollateralPledgor that executes a Joinder Agreement, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgorseach case shall, shall promptly (but in any event within 30 days after receipt thereof by such Pledgor) Pledgor or execution of such Joinder Agreement, as applicable, be delivered to the Collateral Agent (or its designee) pursuant hereto and held by or on behalf of the Secured Party pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or and shall be accompanied by duly executed instruments of transfer or assignment in blank. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, all in form which schedule shall be deemed to supplement Schedule 4 and substance reasonably satisfactory made a part thereof; provided that failure to supplement Schedule 4 shall not affect the Secured Partyvalidity of such pledge of such Pledged Securities or the Pledged Intercompany Note. Subject to the terms hereofEach schedule so delivered shall supplement, the Secured Party or amend and restate, as applicable, any prior schedules so delivered. The Collateral Agent shall have the rightright (but not the obligation), at any time upon the occurrence and during the continuance of any Event of Default and Default, upon prior written notice by the Secured Party (which may be concurrent) to the applicable PledgorIssuer, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Collateral Agent or any of its nominees or endorse for negotiation any or all of the such Pledged Securities Collateralor Pledged Intercompany Note, without any indication that such Pledged Securities Collateral is or Pledged Intercompany Note are subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, the Collateral Agent shall have the right (but not the obligation) at any time upon the occurrence and during the continuance of certain portions any Event of Default to exchange certificates or Instruments representing or evidencing any Pledged Securities or the Pledged Intercompany Note for certificates or Instruments of smaller or larger denominations for any purpose consistent with this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934Agreement.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Collateral Agent has a valid and enforceable perfected first priority security interest thereintherein (subject, as to priority, to Permitted Liens) and in the Securities Collateral and, with respect to any certificates or agreements (if any) delivered to the Collateral Agent representing or evidencing Pledged Securities or Distributions, such Pledgor shall take, and shall cause the issuer to take, such action as the Collateral Agent reasonably deems to be necessary, advisable or prudent to ensure that such certificates shall constitute Securities (as defined in Article 8 of the UCC). Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but and in any event within 30 days after ten Business Days or such longer period as may be agreed to in writing by the Collateral Agent in its sole discretion) upon receipt thereof by such Pledgor) Pledgor be delivered to and held by or on behalf of the Secured Party Collateral Agent pursuant heretohereto and such Pledgor shall promptly (and in any event within ten Business Days or such longer period as may be agreed to in writing by the Collateral Agent in its sole discretion) upon receipt thereof take, and shall cause the issuer to take, such action as the Collateral Agent reasonably deems to be necessary, advisable or prudent to ensure that such certificates representing or evidencing Pledged Securities or Distributions shall constitute Securities (as defined in Article 8 of the UCC). All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank (including, to the extent reasonably requested by the Collateral Agent, applicable local law instruments of transfer or assignments in blank), all in form and substance reasonably satisfactory to the Secured PartyCollateral Agent. Subject to the terms hereof, the Secured Party The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, the Collateral Agent shall have the right, at any time, to exchange certificates representing or evidencing Securities Collateral for certificates of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934smaller or larger denominations.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Second Lien Collateral Agent or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Second Lien Collateral Agent has a perfected first priority security interest therein, subject only to Liens in favor of the First Lien Collateral Agent, for the benefit of the First Lien Secured Parties, and nonconsensual Permitted Liens. Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but in any event within 30 days five Business Days after receipt thereof by such Pledgor) be delivered to and held by or on behalf of the Secured Party Second Lien Collateral Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartySecond Lien Collateral Agent. Subject to the terms hereof, the Secured Party The Second Lien Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Second Lien Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions an Event of this agreement which Default, the Second Lien Collateral Agent shall have been omitted and filed separately with the U.S. right at any time to exchange certificates representing or evidencing Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act Collateral for certificates of 1934smaller or larger denominations.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Collateral Agent has a perfected first priority First Priority security interest therein. Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes hereof shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, shall promptly (but in any event within 30 days after immediately upon receipt thereof by such Pledgor) Pledgor be delivered to and held by or on behalf of the Secured Party Collateral Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyCollateral Agent. Subject to the terms hereof, the Secured Party The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. hereunder provided, that after any such Event of Default has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately waived in accordance with the U.S. provisions of the Credit Agreement and to the extent the Collateral Agent has exercised its rights under this sentence, the Collateral Agent shall, promptly after the reasonable request of the applicable Pledgor(s), cause such Securities Collateral to be transferred to, or request that such Securities Collateral is registered in the name of, the applicable Pledgor(s) to the extent it or its nominees holds an interest in such Securities Collateral at such time. In addition, upon the occurrence and Exchange Commission pursuant during the continuance of an Event of Default, the Collateral Agent shall have the right at any time to Rule 24b-2 under the exchange certificates representing or evidencing Securities Exchange Act Collateral for certificates of 1934smaller or larger denominations.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Control Agent or the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon that (assuming continuing possession by the Control Agent or the Administrative Agent of any such deliverySecurities Collateral constituting Certificated Securities), the Secured Party Administrative Agent has a perfected first priority security interest thereintherein prior to all other Liens on such Securities Collateral except for Permitted Liens which have priority over, or are pari passu with, the security interest on such Securities Collateral by operation of law or pursuant to the Intercreditor Agreement. Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but in any event within 30 days ten Business Days after receipt thereof by such Pledgor) be delivered to and held by or on behalf of the Secured Party Control Agent or the Administrative Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyAdministrative Agent. Subject to the terms hereof, the Secured Party The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions an Event of this agreement which Default, the Administrative Agent shall have been omitted and filed separately with the U.S. right at any time to exchange certificates representing or evidencing Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act Collateral for certificates of 1934smaller or larger denominations.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Administrative Agent has a perfected first priority security interest thereintherein (subject only to Permitted Liens). Each Pledgor hereby agrees that all certificates or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but in any event within 30 90 days after receipt acquisition thereof by such PledgorPledgor or such longer period as may be agreed to in writing by the Administrative Agent in its sole discretion) be delivered to and held by or on behalf of the Secured Party Administrative Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyAdministrative Agent. Subject to the terms hereof, the Secured Party The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions an Event of this agreement Default, the Administrative Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations. Notwithstanding the foregoing, Section 5.1 hereof or anything herein to the contrary, certificated Securities Collateral shall not be required to be delivered to the Administrative Agent unless it is (a) in a principal amount (or book value in the case of Equity Interests) exceeding $5 million individually or (b) in a principal amount (or book value in the case of Equity Interests) below $5 million individually but exceeding a principal amount (or book value in the case of Equity Interests) of $20 million in the aggregate for all Pledgors for all such certificated Securities Collateral with principal amounts (or book value in the case of Equity Interests) below $5 million individually (in which have been omitted and filed separately with event certificated Securities Collateral in a principal amount (or book value in the U.S. Securities and Exchange Commission pursuant case of Equity Interests) below $5 million shall be delivered such that such aggregate amount (or book value in the case of Equity Interests) not delivered to Rule 24b-2 under the Securities Exchange Act of 1934Administrative Agent does not exceed $20 million.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates or instruments representing or evidencing the Pledged Securities Collateral(other than uncertificated Securities Collateral) in existence on the date hereof that constitute “certificated securities” (within the meaning of the UCC) have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Collateral Agent has a perfected first priority security interest therein. Each Pledgor hereby agrees that all certificates representing or evidencing Pledged Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if hereof that constitute “certificated securities” (within the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary meaning of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities CollateralUCC) exceeds $[*****] in the aggregate for all Pledgors, shall promptly (but in any event within 30 five days after receipt thereof by such Pledgor) be delivered to and held by or on behalf of the Secured Party Collateral Agent pursuant hereto. All such certificates evidencing Pledged Securities that constitute “certificated Securities Collateral securities” (within the meaning of the UCC) shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyCollateral Agent. Subject to the terms hereof, the Secured Party The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities CollateralPledged Securities, without any indication that such Pledged Securities Collateral is are subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions an Event of this agreement which Default, the Collateral Agent shall have been omitted and filed separately with the U.S. right at any time to exchange certificates representing or evidencing Pledged Securities and Exchange Commission pursuant for certificates of smaller or larger denominations. Notwithstanding anything herein to Rule 24b-2 under the contrary, no Pledgor shall be required to deliver (i) certificates evidencing Pledged Securities Exchange Act of 1934any person that is not a Subsidiary of such Pledgor or (ii) Intercompany Notes.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Collateral Agent has a valid, enforceable, perfected first priority security interest thereinsubject to no Liens other than to Permitted Liens. Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but and in any event within 30 days after 10 Business Days for issuers organized in the United States or 20 Business Days for issuers organized outside of the United States or such longer period as may be agreed to by the Collateral Agent in writing in its sole discretion) upon receipt thereof by such Pledgor) Pledgor be delivered to and held by or on behalf of the Secured Party Collateral Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. Subject to the terms hereofCollateral Agent (or if and so long as a Senior Credit Facility is in effect, the Secured Party Senior Credit Facility Agent). The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, the Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934smaller or larger denominations.

Delivery of Certificated Securities Collateral. Each Pledgor Subject to the ABL Intercreditor Agreement, each Grantor represents and warrants that that, subject to Section 6.15 of the Credit Agreement, all certificates or instruments representing or evidencing the any certificated Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof Closing Date have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Agent has a perfected first priority security interest therein, in each case prior and superior in right to any other Lien (other than Permitted Encumbrances which by operation of Law or the ABL Intercreditor Agreement (or any other intercreditor agreement entered into by the Agent) would have priority to the Liens securing the Obligations). Each Pledgor Subject to the ABL Intercreditor Agreement, each Grantor hereby agrees that all certificates or instruments representing or evidencing certificated Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor Grantor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all PledgorsClosing Date, shall promptly (but and in any event within 30 days after ten (10) Business Days) (or such additional time as the Agent may agree in its reasonable discretion)) upon receipt thereof by such Pledgor) Grantor be delivered to and held by or on behalf of the Secured Party Agent pursuant hereto, together with a pledge amendment, duly executed by such Grantor, in substantially the form of Exhibit 1 annexed hereto (each, a “Pledge Amendment”), in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Grantor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder be considered Collateral. It is acknowledged and agreed by the Agent, on behalf of the Credit Parties, that delivery of the Intercompany Note, duly endorsed in blank, by each Grantor holding shall satisfy the requirements of this Section 4.1 with respect to all intercompany obligations payable by another Grantor. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyAgent. Subject to the terms hereof, the Secured Party The Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register to in the name of the Secured Party Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions any Event of Default, the Agent shall have the right with written notice to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations, accompanied by instruments of transfer or assignment and letters of direction duly executed in blank. Notwithstanding anything herein to the contrary, upon the occurrence of an Event of Default, the Agent shall have the right to cause any Grantor to register (and, in the event the Agent so elects, such Securities Collateral shall be automatically deemed to be registered) the Securities Collateral in the name of the Agent or its nominee, and whether or not such registration in fact occurs, upon the occurrence of an Event of Default, the Agent or its nominee shall be entitled to exercise all rights granted pursuant to this Agreement with respect to such Securities Collateral as if it were the absolute owner thereof in accordance with the terms of this agreement which have been omitted Agreement and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934other Loan Documents.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Agent has a perfected first priority security interest therein; provided however that, notwithstanding the foregoing, it is understood and agreed that the following certificated Securities Collateral has not been delivered to the Agent: the Pledged Securities held by such Pledgor in any Inactive Subsidiary and the Pledged Securities held by such Pledgor in Powerwave Cognition, Inc., Powerwave Technologies Research and Development India Pvt Ltd, Powerwave Technologies India Pvt. Ltd, Remec Manufacturing Philippines, Powerwave Holdings Philippines, Inc., Microwave Ventures, Inc. and Powerwave Finland Oy. Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but in any event within 30 ten days after receipt thereof by such PledgorPledgor or such later date to which the Agent, in its sole discretion, may agree) be delivered to and held by or on behalf of the Secured Party Agent pursuant hereto. All certificated Securities Collateral required to be delivered hereunder shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyAgent. Subject to the terms hereof, the Secured Party The Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions an Event of this agreement which Default, the Agent shall have been omitted and filed separately with the U.S. right at any time to exchange certificates representing or evidencing Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act Collateral for certificates of 1934smaller or larger denominations.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Agent has a perfected first priority security interest in all certificates Pledged Securities (in the case of Foreign Collateral, solely to the extent the UCC is applicable thereto) represented or evidenced by certificates, agreements or instruments in existence on the date hereof and pledged by it hereunder. Each Pledgor hereby agrees to promptly (but in any event within thirty (30) days of the execution and delivery of this Agreement or such longer period as the Collateral Agent may agree in its reasonable discretion) deliver to the Collateral Agent all certificates, agreements or instruments representing or evidencing the Securities Collateral(other Collateral (other than uncertificated any Pledged Security credited on the books of a Clearing Corporation or a Securities CollateralIntermediary) in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, the Secured Party has a perfected first priority security interest thereinblank. Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated any Pledged Security credited on the books of a Clearing Corporation or a Securities CollateralIntermediary) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but in any event within 30 thirty (30) days after receipt thereof by such PledgorPledgor or such longer period as the Collateral Agent may agree in its reasonable discretion) be delivered to and held by or on behalf of the Secured Party Collateral Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyCollateral Agent. Subject to the terms hereof, the Secured Party The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions an Event of this agreement which Default, the Collateral Agent shall have been omitted and filed separately with the U.S. right at any time to exchange certificates representing or evidencing Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act Collateral for certificates of 1934smaller or larger denominations.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates within 30 days following the date hereof (which date may be extended, other than with respect to certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Collateral in any Guarantor, so long as the Pledgor is using commercially reasonable efforts to comply herewith), all certificates, agreements or instruments representing or evidencing the Securities Collateral) Collateral in existence on the date hereof thereof shall have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Collateral Agent has a valid, enforceable, perfected first priority security interest thereintherein (subject to Permitted Liens) except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but and in any event within 30 days after (which date may be extended, other than with respect to certificates, agreements or instruments representing or evidencing the Securities Collateral in any Guarantor, so long as the Pledgor is using commercially reasonable efforts to comply herewith)) upon receipt thereof by such Pledgor) Pledgor be delivered to and held by or on behalf of the Secured Party Collateral Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Secured Party. Subject to the terms hereof, the Secured Party The Collateral Agent shall have the rightright (but not the obligation), at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. hereunder. In addition, the Collateral Agent shall have the right (but not the obligation) at any time, upon the occurrence and during the continuance of an Event of Default, to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations. Notwithstanding the foregoing, no Pledgor shall be required to deliver any certificates, agreements or instruments representing or evidencing any Securities Collateral of any entity that is inactive or dormant and has requested confidential treatment of certain portions of this agreement which have been omitted no material assets, for so long as such entity remains inactive or dormant and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934has no material assets.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Collateral Agent has a valid and enforceable perfected first priority security interest thereintherein and in the Securities Collateral and, with respect to any certificates or agreements (if any) delivered to the Collateral Agent representing or evidencing Pledged Securities or Distributions, such Pledgor shall take, and shall cause the issuer to take, such action as the Collateral Agent deems to be necessary, advisable or prudent to ensure that such certificates shall constitute Securities (as defined in Article 8 of the UCC). Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but and in any event within 30 days after ten Business Days or such longer period as may be agreed to in writing by the Collateral Agent in its sole discretion) upon receipt thereof by such Pledgor) Pledgor be delivered to and held by or on behalf of the Secured Party Collateral Agent pursuant heretohereto and such Pledgor shall promptly (and in any event within ten Business Days or such longer period as may be agreed to in writing by the Collateral Agent in its sole discretion) upon receipt thereof take, and shall cause the issuer to take, such action as the Collateral Agent deems to be necessary, advisable or prudent to ensure that such certificates representing or evidencing Pledged Securities or Distributions shall constitute Securities (as defined in Article 8 of the UCC). All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank (including, to the extent reasonably requested by the Collateral Agent, applicable local law instruments of transfer or assignments in blank), all in form and substance reasonably satisfactory to the Secured PartyCollateral Agent. Subject to the terms hereof, the Secured Party The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, the Collateral Agent shall have the right, at any time, to exchange certificates representing or evidencing Securities Collateral for certificates of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934smaller or larger denominations.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Noteholder Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Noteholder Collateral Agent has a valid and enforceable perfected first priority security interest therein(subject to the terms of the Intercreditor Agreement) therein and in the Securities Collateral under applicable Legal Requirements in the United States and, with respect to any certificates delivered to the Noteholder Collateral Agent representing or evidencing the Securities Collateral, such Pledgor shall take, and shall cause the issuer to take, such action as the Noteholder Collateral Agent deems to be necessary, advisable or prudent to ensure that such certificates shall constitute Securities (as defined in Article 8 of the UCC). Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such hereof shall (other than Pledged Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateralevidencing Foreign Equity, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateralperfected in any Foreign Jurisdiction in accordance with Section 3.7 hereof) exceeds $[*****] in the aggregate for all Pledgors, shall promptly (but and in any event within 30 days after ten Business Days or such longer period as may be agreed to in writing by the Noteholder Collateral Agent in its sole discretion) upon receipt thereof by such Pledgor) Pledgor be delivered to and held by or on behalf of the Secured Party Noteholder Collateral Agent pursuant heretohereto and such Pledgor shall promptly (and in any event within ten Business Days or such longer period as may be agreed to in writing by the Noteholder Collateral Agent in its sole discretion) upon receipt thereof take, and shall cause the issuer to take, such action as the Noteholder Collateral Agent deems to be necessary, advisable or prudent to ensure that such certificates shall constitute Securities (as defined in Article 8 of the UCC). All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyNoteholder Collateral Agent. Subject to the terms hereofof the Intercreditor Agreement, the Secured Party Noteholder Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Noteholder Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, the Noteholder Collateral Agent shall have the right, at any time, to exchange certificates representing or evidencing Securities Collateral for certificates of certain portions smaller or larger denominations, including for the purpose of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act evidencing a pledge of 1934Equity Interests representing 65% or less of all outstanding voting Equity Interests of any Foreign Subsidiary.

Delivery of Certificated Securities Collateral. Each Pledgor Grantor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Collateral Agent, or, prior to the Payment in Full of all outstanding Term Loan Obligations, if such Securities Collateral constitutes Term Loan Priority Collateral, the Term Agent, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and thatthat the Collateral Agent or Term Agent, upon such deliveryas applicable, the Secured Party has a perfected first priority security interest thereintherein (subject to the Intercreditor Agreement). Each Pledgor Grantor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor Grantor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, shall promptly (but and in any event within 30 days after three (3) Business Days) upon receipt thereof by such Pledgor) Grantor be delivered to and held by or on behalf of the Secured Party pursuant heretoCollateral Agent, or, prior to the Payment in Full of all outstanding Term Loan Obligations, if such Securities Collateral constitutes Term Loan Priority Collateral, the Term Agent. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyCollateral Agent. Subject to the terms hereof, the Secured Party The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder (subject to the Financing Orders and the Intercreditor Agreement). In addition, the Collateral Agent shall have the right with written notice to exchange certificates representing or evidencing Securities Collateral for certificates of certain portions smaller or larger denominations, accompanied by instruments of this agreement which have been omitted transfer or assignment and filed separately with letters of direction duly executed in blank (subject to the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934Intercreditor Agreement).

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates representing or evidencing the Securities Collateral(other Collateral (other than uncertificated Securities Collateral) in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, the Secured Party has a perfected first priority security interest therein. Each Pledgor hereby agrees that all certificates representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, shall promptly (but in any event within 30 days after receipt thereof by such Pledgor) be delivered to and held by or on behalf of the Secured Party pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. Subject to the terms hereof, the Secured Party shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable Pledgor, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Secured Party shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations. [*****] Raptor Pharmaceutical Corp. Certain information in this document has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant Commission. Confidential treatment has been requested with respect to Rule 24b-2 under the Securities Exchange Act of 1934omitted portions.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that (a) all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof hereof, both before and after the completion of all transactions described in the Steps Memorandum (the “Transaction Steps”), are set out in Schedule 15(a) annexed to the Perfection Certificate, and (b) except as indicated on Schedule 15 (b) annexed to the Perfection Certificate, all such certificates, agreements or instruments have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank blank, and that, upon such delivery, (c) the Secured Party Administrative Agent has a perfected first priority security interest thereinin the Securities Collateral so delivered to the Administrative Agent. Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral that are (other a) listed in Schedule 15(b) annexed to the Perfection Certificate will be delivered to and held by the Administrative Agent as soon as reasonably practicable, but in any event no later than uncertificated Securities CollateralFebruary 18, 2004 and (b) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, shall promptly (but in any event within 30 days after upon receipt thereof by such Pledgor) Pledgor be delivered to and held by or on behalf of the Secured Party Administrative Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyAdministrative Agent. Subject to the terms hereof, the Secured Party The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions an Event of this agreement which Default, the Administrative Agent shall have been omitted and filed separately with the U.S. right at any time to exchange certificates representing or evidencing Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act Collateral for certificates of 1934smaller or larger denominations.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Noteholder Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Noteholder Collateral Agent has a valid and enforceable perfected first priority security interest thereintherein and in the Securities Collateral under applicable Legal Requirements in the United States and, with respect to any certificates delivered to the Noteholder Collateral Agent representing or evidencing the Securities Collateral, such Pledgor shall take, and shall cause the issuer to take, such action as the Noteholder Collateral Agent deems to be necessary, advisable or prudent to ensure that such certificates shall constitute Securities (as defined in Article 8 of the UCC). Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such hereof shall (other than Pledged Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateralevidencing Foreign Equity, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateralperfected in any Foreign Jurisdiction in accordance with Section 3.7 hereof) exceeds $[*****] in the aggregate for all Pledgors, shall promptly (but and in any event within 30 days after ten Business Days or such longer period as may be agreed to in writing by the Noteholder Collateral Agent in its sole discretion) upon receipt thereof by such Pledgor) Pledgor be delivered to and held by or on behalf of the Secured Party Noteholder Collateral Agent pursuant heretohereto and such Pledgor shall promptly (and in any event within ten Business Days or such longer period as may be agreed to in writing by the Noteholder Collateral Agent in its sole discretion) upon receipt thereof take, and shall cause the issuer to take, such action as the Noteholder Collateral Agent deems to be necessary, advisable or prudent to ensure that such certificates shall constitute Securities (as defined in Article 8 of the UCC). All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyNoteholder Collateral Agent. Subject to the terms hereofof the Intercreditor Agreement, the Secured Party Noteholder Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Noteholder Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, the Noteholder Collateral Agent shall have the right, at any time, to exchange certificates representing or evidencing Securities Collateral for certificates of certain portions smaller or larger denominations, including for the purpose of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act evidencing a pledge of 1934Equity Interests representing 65% or less of all outstanding voting Equity Interests of any Foreign Subsidiary.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other Collateral (other than uncertificated Securities CollateralExcluded Property) in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Administrative Agent has a perfected first priority security interest therein. Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but in any event within 30 days after receipt thereof by such PledgorPledgor or such longer period as may be agreed to by the Administrative Agent in its sole discretion) be delivered to and held by or on behalf of the Secured Party Administrative Agent pursuant heretohereto (provided that notwithstanding the foregoing, no such certificates, agreements or instruments representing or evidencing Securities Collateral shall be required to be so delivered to the extent such Securities Collateral constitutes Excluded Property, but shall be so delivered promptly (but in any event within 10 days (or such longer period as agreed to by the Administrative Agent in its sole discretion)) following the date such Securities Collateral ceases to constitute Excluded Property). All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyAdministrative Agent. Subject to the terms hereof, the Secured Party The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions an Event of this agreement which Default, the Administrative Agent shall have been omitted and filed separately with the U.S. right at any time to exchange certificates representing or evidencing Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act Collateral for certificates of 1934smaller or larger denominations.

Delivery of Certificated Securities Collateral. Each Pledgor Subject to the ABL Intercreditor Agreement, each Grantor represents and warrants that that, subject to Section 6.15 of the Credit Agreement, all certificates or instruments representing or evidencing the any certificated Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof Closing Date have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Agent has a perfected first priority security interest therein, in each case prior and superior in right to any other Lien (other than Permitted Encumbrances which by operation of Law or the ABL Intercreditor Agreement (or any other intercreditor agreement entered into by the Agent) would have priority to the Liens securing the Obligations). Each Pledgor Subject to the ABL Intercreditor Agreement, each Grantor hereby agrees that all certificates or instruments representing or evidencing certificated Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor Grantor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all PledgorsClosing Date, shall promptly (but and in any event within 30 days after ten (10) Business Days) (or such additional time as the Agent may agree in its sole discretion)) upon receipt thereof by such Pledgor) Grantor be delivered to and held by or on behalf of the Secured Party Agent pursuant hereto, together with a pledge amendment, duly executed by such Grantor, in substantially the form of Exhibit 1 annexed hereto (each, a “Pledge Amendment”), in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Grantor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder be considered Collateral. It is acknowledged and agreed by the Agent, on behalf of the Credit Parties, that delivery of the Intercompany Note, duly endorsed in blank, by each Grantor holding shall satisfy the requirements of this Section 4.1 with respect to all intercompany obligations payable by another Grantor. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyAgent. Subject to the terms hereof, the Secured Party The Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register to in the name of the Secured Party Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions any Event of Default, the Agent shall have the right with written notice to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations, accompanied by instruments of transfer or assignment and letters of direction duly executed in blank. Notwithstanding anything herein to the contrary, upon the occurrence of an Event of Default, the Agent shall have the right to cause any Grantor to register (and, in the event the Agent so elects, such Securities Collateral shall be automatically deemed to be registered) the KE 70621582.17 Securities Collateral in the name of the Agent or its nominee, and whether or not such registration in fact occurs, upon the occurrence of an Event of Default, the Agent or its nominee shall be entitled to exercise all rights granted pursuant to this Agreement with respect to such Securities Collateral as if it were the absolute owner thereof in accordance with the terms of this agreement which have been omitted Agreement and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934other Loan Documents.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Collateral Agent has a perfected first priority security interest thereintherein subject only to Permitted Liens. Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but and in any event within 30 days after 10 Business Days) upon receipt thereof by such Pledgor) Pledgor be delivered to and held by or on behalf of the Secured Party Collateral Agent pursuant hereto. All certificated Securities Collateral acquired by such Pledgor after the date hereof shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyCollateral Agent. Subject to the terms hereof, the Secured Party The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder; provided, however, following the cure and/or waiver of certain portions any such Event of this agreement which have been omitted and filed separately with Default, the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under Collateral Agent shall promptly, after written request by the applicable Pledgor, endorse, or otherwise transfer the Securities Exchange Act Collateral to the applicable Pledgor to the extent not previously disposed of 1934or transferred as permitted by the terms hereof. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.

Delivery of Certificated Securities Collateral. Each The Pledgor represents and warrants that all certificates each certificate, agreement or instrument representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have has been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, be delivered to the Secured Party Pledgee, in each case in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Pledgee has a valid, enforceable, perfected first first-priority security interest therein. Each The Pledgor hereby agrees that all certificates each certificate, agreement or instrument representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such the Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but in any event within 30 days ten (10) Business Days after receipt thereof by the Pledgor or such Pledgorlonger period as the Pledgee may agree in its reasonable discretion) be delivered to and held by or on behalf of the Secured Party Pledgee pursuant hereto; and the Pledgor hereby represents and warrants that the Pledgee will, promptly upon the date of the Pledgor’s acquisition of such Securities Collateral, have a valid, enforceable, perfected first-priority security interest therein. All such certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyPledgee. Subject to the terms hereof, the Secured Party The Pledgee shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Pledgee or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934hereunder.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that it has delivered to the Controlling Agent all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have been or within the period (other than Intercompany Notes that do not represent indebtedness in excess of time expressly permitted under the Loan Agreement or the $5,000,000, individually, so long as such Intercompany Notes together with all other Loan Documents will be, Instruments and Tangible Chattel Paper not delivered to the Secured Party Collateral Agent pursuant to Section 3.4(a) and Electronic Chattel Paper and transferable records (as defined in Section 3.4(d)) not under the control (as described in Section 3.4(d)) of the Collateral Agent do not exceed $10,000,000 in the aggregate for all Pledgors) in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank blank. After the Collateral Agent has become the Controlling Agent, each Pledgor will cause such certificates, agreements and thatinstruments to be delivered to the Collateral Agent in such form or with such instruments of transfer or assignment in blank. Each Pledgor represents and warrants that the Collateral Agent has, upon such deliveryor contemporaneously with the execution and delivery of this Agreement will have, the Secured Party has a perfected first priority (subject only to Permitted Liens) security interest thereinin such Securities Collateral. Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but in any event within 30 days five Business Days after receipt thereof by such Pledgor, or such longer period as is acceptable to the Controlling Agent in its sole discretion) be delivered to and held by or on behalf of the Secured Party Controlling Agent pursuant heretohereto or, if the Collateral Agent is not the Controlling Agent, pursuant to the collateral documents to which the Controlling Agent is a party; provided, however, that Intercompany Notes that do not represent indebtedness in excess of $5,000,000, individually, shall not be required to be delivered hereunder so long as the aggregate fair market value of such notes together with the other Instruments and Tangible Chattel Paper not previously delivered to Controlling Agent pursuant to Section 3.4(a) hereof or, if the Collateral Agent is not the Controlling Agent, pursuant to the collateral documents to which the Controlling Agent is a party and Electronic Chattel Paper and transferable records not under the control (as described in Section 3.4(d)) of the Controlling Agent do not exceed $10,000,000 in the aggregate for all Pledgors. All certificated Securities Collateral so delivered shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyControlling Agent. Subject to the terms hereof, the Secured Party The Controlling Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Controlling Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions an Event of this agreement which Default, the Controlling Agent shall have been omitted and filed separately with the U.S. right at any time to exchange certificates representing or evidencing Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act Collateral for certificates of 1934smaller or larger denominations.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered (and with respect to the Secured Party Specified LLC Equity Interests will be delivered in accordance with Section 5.14 of the Credit Agreement) to the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Administrative Agent has a perfected first priority security interest thereintherein (subject only to Permitted Liens) and subject to the terms of the Intercreditor Agreement. Each Pledgor hereby agrees that all certificates or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but in any event within 30 90 days after receipt acquisition thereof by such PledgorPledgor or such longer period as may be agreed to in writing by the Administrative Agent in its sole discretion) be delivered to and held by or on behalf of the Secured Party Administrative Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyAdministrative Agent. Subject to the terms hereof, the Secured Party The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions an Event of this agreement which Default, the Administrative Agent shall have been omitted and filed separately with the U.S. right at any time to exchange certificates representing or evidencing Securities and Exchange Commission pursuant Collateral for certificates of smaller or larger denominations. Notwithstanding the foregoing, Section 5.1 hereof or anything herein to Rule 24b-2 under the contrary, certificated Securities Exchange Act Collateral shall not be required to be delivered to the Administrative Agent unless (a) such certificated Securities Collateral represents the Equity Interests of 1934a Loan Party or a Specified Pledgor, (b) such certificated Securities Collateral represents the Equity Interests of a Material Subsidiary or (c) such certificated Securities Collateral represents the Equity Interests of a first tier Foreign Subsidiary.

Delivery of Certificated Securities Collateral. Each Pledgor Subject to any applicable Customary Intercreditor Agreement, each Grantor represents and warrants that all certificates or instruments representing or evidencing the any certificated Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof Closing Date have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Agent has a perfected first priority security interest therein, in each case prior and superior in right to any other Lien (other than Permitted Encumbrances which by operation of Law would have priority to the Liens securing the Obligations). Each Pledgor Subject to any applicable Customary Intercreditor Agreement, each Grantor hereby agrees that all certificates or instruments representing or evidencing certificated Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor Grantor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all PledgorsClosing Date, shall promptly (but and in any event within 30 days after ten (10) Business Days) (or such additional time as the Agent may agree in its sole discretion) upon receipt thereof by such Pledgor) Grantor be delivered to and held by or on behalf of the Secured Party Agent pursuant hereto, together with a pledge amendment, duly executed by such Grantor, in substantially the form of Exhibit 1 annexed hereto (each, a “Pledge Amendment”), in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Grantor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder be considered Collateral. It is acknowledged and agreed by the Agent, on behalf of the Credit Parties, that delivery of an Intercompany Note, duly endorsed in blank, by each Grantor holding shall satisfy the requirements of this SECTION 4.1 with respect to all intercompany obligations payable by another Grantor. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyAgent. Subject to the terms hereof, the Secured Party The Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register to in the name of the Secured Party Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions any Event of Default, the Agent shall have the right with written notice to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations, accompanied by instruments of transfer or assignment and letters of direction duly executed in blank. Notwithstanding anything herein to the KE 81221769.9 US-DOCS\127475406.10 contrary, upon the occurrence and during the continuance of an Event of Default, the Agent shall have the right to cause any Grantor to register (and, in the event the Agent so elects, such Securities Collateral shall be automatically deemed to be registered) the Securities Collateral in the name of the Agent or its nominee, and whether or not such registration in fact occurs, upon the occurrence and during the continuance of an Event of Default, the Agent or its nominee shall be entitled to exercise all rights granted pursuant to this Agreement with respect to such Securities Collateral as if it were the absolute owner thereof in accordance with the terms of this agreement which have been omitted Agreement and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934other Loan Documents.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that as of the date hereof, Schedule 3 hereto sets forth the office of the secretary of state (or similar central filing office) or local filing office, as applicable, of the relevant state(s) in which a filing pursuant to the UCC would perfect the security interests granted by this Agreement with respect to the Pledged Collateral (solely to the extent such security interests in the Pledged Collateral can be perfected by such filing). Each Pledgor represents and warrants that (i) all certificates or instruments representing or evidencing any Pledged Securities and (ii) the Securities Collateral(other than uncertificated Securities Collateral) Deliverable Intercompany Notes, in each case, in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Collateral Agent (or its non-fiduciary agent or designee) in suitable form for transfer by delivery or and accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Collateral Agent has a valid and perfected first priority security interest thereintherein (subject, as to priority, to Permitted Liens). Each Pledgor hereby agrees that (i) all certificates or instruments representing or evidencing any Pledged Securities Collateral and (other than uncertificated Securities Collateralii) the Deliverable Intercompany Notes, in each case, acquired by such Pledgor after the date hereofhereof shall, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, shall promptly (but in any event within 30 60 days after receipt thereof by such Pledgor) Pledgor (or such longer period as may be agreed to in writing by the Collateral Agent in its discretion), be delivered to the Collateral Agent (or its non-fiduciary agent or designee) pursuant hereto and held by or on behalf of the Secured Party pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or and shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyCollateral Agent. Subject Each delivery of Pledged Securities and Deliverable Intercompany Notes shall be accompanied by a schedule describing such Pledged Securities and Deliverable Intercompany Notes, which schedule shall be deemed to supplement Schedule II.A of the terms hereof, Perfection Certificate and made a part thereof; provided that failure to supplement Schedule II.A of the Secured Party Perfection Certificate shall not affect the validity of such pledge of such Pledged Securities or Deliverable Intercompany Notes. Each schedule so delivered shall supplement any prior schedules so delivered. The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and Default, upon prior written notice by the Secured Party to the applicable PledgorBorrower, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Collateral Agent or any of its nominees or endorse for negotiation any or all of the such Pledged Securities Collateralor Deliverable Intercompany Notes, without any indication that such Pledged Securities Collateral is or Deliverable Intercompany Notes are subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder; provided, however, notwithstanding anything contained herein to the contrary, immediately upon the cure or waiver of certain portions any applicable Events of Default, the Collateral Agent shall promptly endorse, assign or otherwise transfer to or register in the name of the applicable Pledgor any such Pledged Securities or Deliverable Intercompany Notes (subject to revesting in the event of a subsequent Event of Default that is continuing and upon prior written notice from the Collateral Agent to Borrower, provided that such Pledged Securities or Deliverable Intercompany Notes remain in the possession of the Collateral Agent at such time). In addition, the Collateral Agent shall have the right at any time upon the occurrence and during the continuance of any Event of Default to exchange certificates representing or evidencing any Pledged Securities or Deliverable Intercompany Notes for certificates of smaller or larger denominations for any purpose consistent with this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934Agreement.

Delivery of Certificated Securities Collateral. Each Unless constituting an Excluded Perfection Action or Excluded Property, each Pledgor represents and warrants that all certificates or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Collateral Agent has a valid, enforceable, perfected first priority security interest thereinLien thereon under applicable U.S. state law (subject to Permitted Liens). Each Unless constituting an Excluded Perfection Action or Excluded Property, each Pledgor hereby agrees that all certificates or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower hereof and any Intercompany Notes required to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, pledged hereunder shall promptly (but in any event within 30 days after receipt thereof the time period required by such Pledgor) Section 5.11 of the Credit Agreement be delivered to and held by or on behalf of the Secured Party Collateral Agent pursuant hereto. All such certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyCollateral Agent. Subject Except in the case of ULC Shares (which may only be assigned, transferred or registered in the name of the Collateral Agent or any of its nominees following an Event of Default and upon prior notice to the terms hereofBorrower), the Secured Party Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and Default, upon notice by the Secured Party to the applicable PledgorBorrower, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions an Event of this agreement which Default, the Collateral Agent shall have been omitted and filed separately with the U.S. right at any time, upon prior notice to Borrower, to exchange certificates representing or evidencing Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act Collateral for certificates of 1934smaller or larger denominations.

Delivery of Certificated Securities Collateral. Each Unless constituting an Excluded Perfection Action, each Pledgor represents and warrants that all certificates or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Collateral Agent has a valid, enforceable, perfected first priority security interest thereinLien thereon under applicable U.S. state law (subject to Permitted Liens). Each Unless constituting an Excluded Perfection Action, each Pledgor hereby agrees that all certificates or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower hereof and any Intercompany Notes required to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, pledged hereunder shall promptly (but in any event within 30 days after receipt thereof the time period required by such Pledgor) Section 5.11 of the Credit Agreement be delivered to and held by or on behalf of the Secured Party Collateral Agent pursuant hereto. All such certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyCollateral Agent. Subject Except in the case of ULC Shares (which may only be assigned, transferred or registered in the name of the Collateral Agent or any of its nominees following an Event of Default and upon prior notice to the terms hereofBorrower), the Secured Party Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and Default, upon notice by the Secured Party to the applicable PledgorBorrower, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions an Event of this agreement which Default, the Collateral Agent shall have been omitted and filed separately with the U.S. right at any time, upon prior notice to Borrower, to exchange certificates representing or evidencing Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act Collateral for certificates of 1934smaller or larger denominations.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that as of the date hereof, Schedule 3 hereto sets forth the office of the secretary of state (or similar central filing office) or local filing office, as applicable, of the relevant state(s) in which a filing pursuant to the UCC would perfect the security interests granted by this Agreement with respect to the Pledged Collateral (solely to the extent such security interests in the Pledged Collateral can be perfected by such filing). Subject to Section 10.14(b), each Pledgor represents and warrants that (i) all certificates or instruments representing or evidencing any Pledged Securities and (ii) the Securities Collateral(other than uncertificated Securities Collateral) Deliverable Intercompany Notes, in each case, in existence on the date hereof hereof, have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Collateral Agent (or its designee) in suitable form for transfer by delivery or and accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Collateral Agent has a valid and perfected first second (or more senior) priority security interest thereintherein (subject, as to priority, to Permitted Liens). Each Subject to Section 10.14(b), each Pledgor hereby agrees that (i) all certificates or instruments representing or evidencing any Pledged Securities Collateral and (other than uncertificated Securities Collateralii) the Deliverable Intercompany Notes, in each case, acquired by such Pledgor after the date hereofhereof shall, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, shall promptly (but in any event within 30 60 days after receipt thereof by such PledgorPledgor (or such longer period as may be agreed to in writing by (x) the Controlling Party or (y) prior to the Discharge of Senior Priority Obligations, the First Lien Agent in respect of the corresponding requirement in respect of the Senior Priority Obligations), be delivered to the Collateral Agent (or its designee) pursuant hereto and held by or on behalf of the Secured Party pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or and shall be accompanied by duly executed instruments of transfer or assignment in blank. Each delivery of Pledged Securities and Deliverable Intercompany Notes shall be accompanied by a schedule describing such Pledged Securities and Deliverable Intercompany Notes, all in form which schedule shall be deemed to supplement Schedule II.A of the Perfection Certificate and substance reasonably satisfactory made a part thereof; provided that failure to supplement Schedule II.A of the Secured PartyPerfection Certificate shall not affect the validity of such pledge of such Pledged Securities or Deliverable Intercompany Notes. Each schedule so delivered shall supplement any prior schedules so delivered. Subject to the terms hereofFirst Lien/Second Lien Intercreditor Agreement, the Secured Party Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and Default, upon prior written notice by the Secured Party to the applicable PledgorBorrower, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Collateral Agent or any of its nominees or endorse for negotiation any or all of the such Pledged Securities Collateralor Deliverable Intercompany Notes, without any indication that such Pledged Securities Collateral is or Deliverable Intercompany Notes are subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder; provided, however, notwithstanding anything contained herein to the contrary, immediately upon the cure or waiver of certain portions any applicable Events of Default, the Collateral Agent shall promptly endorse, assign or otherwise transfer to or register in the name of the applicable Pledgor any such Pledged Securities or Deliverable Intercompany Notes (subject to revesting in the event of a subsequent Event of Default that is continuing and upon prior written notice from the Collateral Agent to Borrower, provided that such Pledged Securities or Deliverable Intercompany Notes remain in the possession of the Collateral Agent at such time). In addition, subject to the First Lien/Second Lien Intercreditor Agreement, the Collateral Agent shall have the right (but not the obligation) at any time upon the occurrence and during the continuance of any Event of Default to exchange certificates representing or evidencing any Pledged Securities or Deliverable Intercompany Notes for certificates of smaller or larger denominations for any purpose consistent with this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934Agreement.

Delivery of Certificated Securities Collateral. Each Pledgor Grantor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof and required to be delivered pursuant to the Credit Agreement have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, upon such delivery, that the Secured Party Administrative Agent has a perfected first priority security interest therein, subject only to Permitted Liens; provided that the requirements of this sentence shall apply only to Securities Collateral of issuers that are Subsidiaries. Each Pledgor Grantor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor Grantor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but in any event within 30 thirty days after receipt thereof by such PledgorGrantor) be delivered to and held by or on behalf of the Secured Party Administrative Agent pursuant hereto; provided that the requirements of this sentence shall apply only to Securities Collateral of issuers that are Subsidiaries. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyAdministrative Agent. Subject to the terms hereof, the Secured Party The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions an Event of this agreement Default, the Administrative Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Securities for certificates of smaller or larger denominations. Notwithstanding the delivery of any Excluded Property described in paragraph (h)(vii) of the definition of "Excluded Property" (including certificates related thereto) by or on behalf of any Grantor to the Administrative Agent, such Excluded Property shall not constitute property in which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934a security interest was granted.

Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates certificates, agreements or instruments representing or evidencing the Securities Collateral(other than uncertificated Securities Collateral) Collateral in existence on the date hereof hereof, have been or within the period of time expressly permitted under the Loan Agreement or the other Loan Documents will be, delivered to the Secured Party First Lien Agent for the benefit of the Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank blank, and that, upon such delivery, that the Secured Party Collateral Agent has a perfected first second priority security interest therein. Each Pledgor hereby agrees that all certificates certificates, agreements or instruments representing or evidencing Securities Collateral (other than uncertificated Securities Collateral) acquired by such Pledgor after the date hereof, if the value of such Securities Collateral (excluding the Capital Stock of any Subsidiary of the Borrower and any Intercompany Notes to the extent constituting Pledged Collateral, which Capital Stock and Intercompany Notes shall be delivered regardless of the value of such Securities Collateral) exceeds $[*****] in the aggregate for all Pledgors, hereof shall promptly (but in any event within 30 thirty (30) days after receipt thereof by such Pledgor) be delivered to and held by or on behalf of the Secured Party Collateral Agent pursuant heretohereto and the Intercreditor Agreement. The requirements in the preceding two sentences shall not apply (i) to the extent that the face value of the Securities Collateral (other than any Subsidiary Equity Interests) does not exceed $1,000,000 in the aggregate for all Pledgors or (ii) to the Intercompany Notes. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyCollateral Agent. Subject to the terms hereofBurger King Rights, the Secured Party Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and upon notice by the Secured Party to the applicable PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereun- [*****] Raptor Pharmaceutical Corp. has requested confidential treatment hereunder. In addition, upon the occurrence and during the continuance of certain portions an Event of this agreement which Default, the Collateral Agent shall have been omitted and filed separately with the U.S. right at any time to exchange certificates representing or evidencing Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act Collateral for certificates of 1934smaller or larger denominations.