Common use of Exculpation Among Purchasers Clause in Contracts

Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or entity in making its investment or decision to invest in the Partnership. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Notes and Securities. The parties have executed this Secured Convertible Note Purchase Agreement as of the date first written above. THE PARTNERSHIP: PALTAR NATION LIMITED PARTNERSHIP By:/s/ Xxxxxx X. Xxxxxx Xx. (Signature) Name: Xxxxxx X. Xxxxxx Xx. Title: Vice President Address: 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 Fax: Email: PURCHASERS: Xxxxx X. Xxxxxx Family Trust 2015 By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Trustee, Xxxxx X. Xxxxxx Family Trust 2015 Schedule 1 SCHEDULE OF PURCHASERS Name Initial Commitment Additional Greenshoe Commitments Total Commitments Xxxxx X. Xxxxxx Family Trust 2015 $584,000 n/a $584,000 Totals $584,000 n/a $584,000 EXHIBIT A FORM OF SECURED CONVERTIBLE PROMISSORY NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO PALTAR NATION LIMITED PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. SECURED CONVERTIBLE PROMISSORY NOTE USD$__________ __________ ___, 2015 Denver, Colorado For value received, PALTAR NATION LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), promises to pay to _________________________________ (the “Holder”), the principal sum of _________________________________ USD($__________). Interest shall accrue from the date of this Secured Convertible Promissory Note (this “Note”) on the unpaid principal amount hereunder at a rate equal to 10.00% per annum; provided, that on and after the Maturity Date (as defined below) or an Event of Default (as defined below), interest shall accrue from and after such date on the unpaid principal and all accrued but unpaid interest of this Note at a rate equal to 15.00% per annum. This Note is one of a number of promissory notes (collectively, the “Notes”) issued under that certain Secured Convertible Note Purchase Agreement initially dated as of __________ ___, 2015, by and among the Partnership and the Purchasers listed on the signature pages thereto (the “Purchase Agreement”). This Note is subject to the following terms and conditions:

Exculpation Among Purchasers. Each Purchaser acknowledges ---------------------------- that it is not relying upon any person, firm or entity corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the PartnershipCompany. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Notes and purchase of the Securities. The parties have executed this Secured Convertible Note Series C Preferred Stock Purchase Agreement as of the date first written above. THE PARTNERSHIPCOMPANY: PALTAR NATION LIMITED PARTNERSHIP By:/s/ XXXXXX.XXX INC. By: ---------------------------------------- Xxxx Xxxxx, Chief Executive Officer Address: 0000 00xx Xxxxxx Xxxxx 000 Xxxxx Xxxxxx, Xxxxxxxxxx 00000 SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first above written. PURCHASERS: BRENTWOOD ASSOCIATES VIII L.P. By: Brentwood VIII Ventures, LLC Its General Partner By: -------------------------------------- Managing Member Address: 00000 Xxxxx Xxxxxx Xxxx., Suite 1200 Los Angeles, CA 90025 BRENTWOOD AFFILIATES FUND L.P. By: Brentwood VII Ventures, L.P. Its General Partner By: ---------------------------------------- General Partner Address: 00000 Xxxxx Xxxxxx Xxxx., Suite 1200 Los Angeles, CA 90025 SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first above written. PURCHASERS: ENTERPRISE PARTNERS IV, L.P. By: Enterprise Management Partners IV, Its General Partner By: --------------------------------------- Name: Address: 0000 Xxxxx Xxxxxx Xxxxx 0000 Xxxxxxx Xxxxx, XX 00000 Facsimile Number: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx, Venture Partner ENTERPRISE PARTNERS IV ASSOCIATES, L.P. By: Enterprise Management Partners, IV, Its General Partner By: ---------------------------------------- Name: Address: 0000 Xxxxx Xxxxxx XxXxxxx 0000 Xxxxxxx Xxxxx, XX 00000 Facsimile Number: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx, Venture Partner SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first above written. (Signature) PURCHASER: SBIC PARTNERS, L.P. 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, Xxxxx 00000 By: Xxxxxxx Xxxxxxx & Xxxxx, X.X., General Partner By: Xxxxxxx Xxxxxxx & Xxxxx Venture Co., General Partner By: ------------------------------------- Xxxxxxx X. Xxxxx Office of the President By: SL-SBIC Partners, L.P., General Partner By: FW-SBIC, Inc., General Partner By: ------------------------------------ Xxxxx Xxxxxxxx Chairman SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above. PURCHASER: XXXXXXXX COMMUNICATIONS AND INFORMATION FUND, INC. By: J. & X. Xxxxxxxx & Co. Incorporated, its Investment Advisor By: ----------------------------------- Name: Title: Address: 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above. PURCHASER: INTEL CORPORATION By: ------------------------------------ Name: Xxxxxx Xxxxxxx Title: Treasurer Address: 0000 Xxxxxxx Xxxxxxx Xxxx. Xxxxx Xxxxx, XX 00000 SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above. PURCHASER: MEDIAONE INTERACTIVE SERVICES, INC. By: --------------------------------------- Name: Xxxxxx Xxxxxx Title: Address: ----------------------------- ----------------------------- SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above. PURCHASER: XXXXXXX, PHLEGER & XXXXXXXX LLP By: -------------------------------------- Name: Xxxxx X. Xxxxxxx Title: Partner Address: 00 Xxxxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxxx 00000 SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above. PURCHASER: CHASE VENTURE CAPITAL ASSOCIATES L.P. By: Chase Capital Partners Its General Partner By: ----------------------------------- Name: Title: Address: 000 Xxxxxxx Xxxxxx Xx00xx Xxxxx Xxx Xxxx, XX 00000 SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above. PURCHASER: VULCAN VENTURES INC. By: -------------------------------------- Name: Xxxxxxx X. Xxxxx Title: Vice President Address: 0000 000 000xx Xxxxxx XX Xxxxx Xxxxxx000 Xxxxxxxx, Xxxxx 0000XX 00000 SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above. PURCHASER: BAYVIEW INVESTORS, Xxxxxx, Xxxxxxxx 00000 Fax: Email: PURCHASERS: Xxxxx X. Xxxxxx Family Trust 2015 LTD By: /s/ Xxxxx X. Xxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxx Xxxxx Title: TrusteeChief Financial Officer Address: ----------------------------- SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above. PURCHASER: XXXXX X. XXXXXXX AS TRUSTEE OF THE XXXXX X. XXXXXXX LIVING TRUST UNDER DECLARATION OF TRUST DATED NOVEMBER 22, 1996 ----------------------------------------- Xxxxx X. Xxxxxx Family Trust 2015 Schedule 1 SCHEDULE OF PURCHASERS Name Initial Commitment Additional Greenshoe Commitments Total Commitments Xxxxx X. Xxxxxx Family Trust 2015 $584,000 n/a $584,000 Totals $584,000 n/a $584,000 EXHIBIT A FORM OF SECURED CONVERTIBLE PROMISSORY NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Xxxxxxx, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOTrustee Address: 0000 Xxxxxxx Xxx Penthouse Beverly Hills, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFCalifornia 90211 SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO PALTAR NATION LIMITED PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. SECURED CONVERTIBLE PROMISSORY NOTE USD$__________ __________ ___, 2015 Denver, Colorado For value received, PALTAR NATION LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), promises to pay to PURCHASER: XXXXXX XXXXXX _________________________________ (the “Holder”), the principal sum Address: SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of _________________________________ USD($__________). Interest shall accrue from the date first written above. PURCHASERS: MAGELLEN TECHNOLOGIES, INC. By: ------------------------------------- Name: Xxxxxx X. Xxxxxxxxxx Title: Address: -------------------------- SIGNATURE PAGE TO PURCHASE AGREEMENT EXHIBITS -------- Exhibit A - Schedule of this Secured Convertible Promissory Note (this “Note”) on the unpaid principal amount hereunder at a rate equal Purchasers Exhibit B - Form of Second Amended and Restated Certificate of Incorporation Exhibit C - Schedule of Exceptions to 10.00% per annum; providedRepresentations and Warranties Exhibit D - Form of Amended and Restated Investors' Rights Agreement Exhibit E - Form of Amended and Restated Voting Agreement Exhibit F - Form of Legal Opinion of Xxxxxxx, that on Xxxxxxx & Xxxxxxxx LLP EXHIBIT A --------- SCHEDULE OF PURCHASERS SHARES OF SERIES PURCHASERS C PREFERRED STOCK SERIES C INVESTMENT ------------------------------------ ---------------------------------- ------------------------------------- Vulcan Ventures Inc. 1,821,494 $10,000,002.06 Chase Venture Capital 1,457,195 8,000,000.55 Associates L.P. Intel Corporation 546,449 3,000,005.01 Brentwood Associates VIII, L.P. 349,727 1,920,001.23 Brentwood Affiliates Fund, L.P. 14,572 80,000.28 SBIC Partners, L.P. 364,299 2,000,001.51 Enterprise Partners IV, L.P. 335,155 1,840,000.95 Enterprise Partners IV and after the Maturity Date (as defined below) or an Event of Default (as defined below)29,144 160,000.56 Associates, interest shall accrue from X.X. Xxxxxxxx Communications and after such date on the unpaid principal and all accrued but unpaid interest of this Note at a rate equal to 15.00% per annum. This Note is one of a number of promissory notes (collectively182,150 1,000,003.50 Information Fund, the “Notes”) issued under that certain Secured Convertible Note Purchase Agreement initially dated as of __________ ___Inc. Magellen Technologies, 2015Inc. 182,150 1,000,003.50 Xxxxxx Xxxxxx 4,554 25,001.46 Xxxxx X. Xxxxxxx Living Trust 18,215 100,000.35 Bayview Investors, by and among the Partnership and the Purchasers listed on the signature pages thereto (the “Purchase Agreement”). This Note is subject to the following terms and conditions:Ltd. 60,717 333,336.33 Xxxxxxx, Phleger & Xxxxxxxx LLP 51,609 283,333.41 Irell & Xxxxxxx LLP Trustee 47,056 258,337.44 ---------------------------------- ------------------------------------- TOTAL 5,464,486 $30,000,028.14 EXHIBIT B --------- FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EXHIBIT C --------- SCHEDULE OF EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES EXHIBIT D --------- FORM OF AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT EXHIBIT E --------- FORM OF VOTING AGREEMENT EXHIBIT F --------- FORM OF LEGAL OPINION OF XXXXXXX, XXXXXXX & XXXXXXXX LLP

Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or entity corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the PartnershipCompany. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Notes and SecuritiesWarrants. [Signature Pages Follow] The parties have executed this Secured Convertible Note Purchase Agreement as of the date first written above. THE PARTNERSHIPCOMPANY: PALTAR NATION LIMITED PARTNERSHIP By:/s/ Xxxxxx X. Xxxxxx XxSCOLR, INC. (Signature) By: ------------------------------------- Name: Xxxxxx X. Xxxxxx Xx. Title: Vice President Address: 0000 Xxxxx Xxxxxx8340 154th Avenue N.E. Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx Xxxxxxxxxx 00000 Fax: Email: XXXXXXXXXXX XXXXXXXXX XXXX XX XXXX XXXXXXXX XXXXXXXXX Xxx xxxxxxx xxve executed this Note Purchase Agreement as of the date first written above. PURCHASERS: Xxxxx X. Xxxxxx Family Trust 2015 IF AN ENTITY: Name of Entity: By: /s/ Xxxxx X. Xxxxxx ----------------------------------------- Name: Xxxxx X. Xxxxxx ----------------------------------------- (print) Title: Trustee, Xxxxx X. Xxxxxx Family Trust 2015 ----------------------------------------- Address: Taxpayer Identification Number: IF AN INDIVIDUAL: --------------------------------------- Signature Name: ----------------------------------------- (print) Address: Social Security Number: COUNTERPART SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT EXHIBITS Exhibit A - Schedule 1 of Purchasers Exhibit B - Term Sheet Exhibit C - Form of Subordinated Note Exhibit D - Form of Warrant EXHIBIT A SCHEDULE OF PURCHASERS Name Initial Commitment Additional Greenshoe Commitments Total Commitments Xxxxx X. Xxxxxx Family Trust 2015 $584,000 n/a $584,000 Totals $584,000 n/a $584,000 (Omitted for Form 8-K filing) EXHIBIT A B TERM SHEET (Omitted for Form 8-K Filing) EXHIBIT C FORM OF SECURED CONVERTIBLE PROMISSORY SUBORDINATED NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO PALTAR NATION LIMITED PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. SECURED CONVERTIBLE PROMISSORY EXHIBIT C SUBORDINATED NOTE USD$U.S.$_____________ __________ ___, 2015 Denver, Colorado For value received, PALTAR NATION LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), promises to pay to _________________________________ , 2003 FOR VALUE RECEIVED, the undersigned, SCOLR, Inc., a Delaware corporation (the “Holder”"Maker") with an address at 8340 154th Avenue N.E., Redmond, Washington 98052, subject to the terms xx xxxx Xxxxxxxxxx Xxxx (xxxx "Xxxx"), xxxxxxxxxonally promises to pay to the order of [ ] (the "Lender"), by check or wire transfer at Lender's option, to the bank account specified by the Lender, or at such other place as a holder hereof may from time to time direct in writing, in lawful money of the United States of America and in immediately available funds, the principal sum amount of _________________________________ USD($__________[ ] DOLLARS (U.S.$[ ]) (the "Loan"), on the earliest of (i) the seventieth (70th) day following the date hereof, (ii) the closing of the sale or other disposition of all of the Maker or its business or, for consideration of at least $1,250,000, any portion of the Maker's business as it exists on the date hereof, whether by asset sale or other transaction, and (iii) the completion by the Maker of any debt or equity financing resulting in gross proceeds of at least $1,000,000 (the earliest date as of which any of the foregoing (i), (ii) or (iii) occurs being referred to herein as the "Maturity Date"). Interest Any amounts that have become due and payable in accordance with this Note (whether at stated maturity, by acceleration or otherwise) and remain unpaid by the Maker shall accrue from the date interest thereafter until payment in full of this Secured Convertible Promissory Note such amounts (this “Note”both before and after judgment) on the unpaid principal amount hereunder at a rate of interest equal to 10.00% two (2%) percent per annum; provided, that on month (or twenty-four (24%) percent per year) and after the Maturity Date (as defined below) or an Event of Default (as defined below), such interest shall accrue from and after such date be payable on the unpaid principal and all accrued but unpaid interest first day of this Note at a rate equal to 15.00% per annumeach month. This Note is one Interest payable hereunder shall be payable on the basis of a 365-day year and the actual number of promissory notes (collectively, the “Notes”) issued under that certain Secured Convertible Note Purchase Agreement initially dated as of __________ ___, 2015, by and among the Partnership and the Purchasers listed on the signature pages thereto (the “Purchase Agreement”). This Note is subject to the following terms and conditions:days elapsed.

Exculpation Among Purchasers. Each Purchaser acknowledges that it such Purchaser is not relying upon any person, firm or entity Person other than the Company in making its investment or decision to invest in the PartnershipCompany. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, agents or employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken at any time by any of them in connection with the Notes Series D Preferred Stock (and Securitiesthe Common Stock issued upon conversion of the Series D Preferred Stock). The parties have executed Each Purchaser is requested to sign the form of acceptance in the space provided below whereupon this Secured Convertible Note Agreement shall become a binding agreement between such Purchaser and the Company. Very truly yours, THE RIGHT START, INC. By: /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx Chief Executive Officer Securities Purchase Agreement The foregoing Agreement is hereby accepted as of the date first written aboveabove written: KAYNE FAMILY PARTNERSHIP, L.P. By: Jemasa, Inc. /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx President Address for Notices: 0000 Xxxxxx xx xxx Xxxxx 0xx Xxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxxx Xxxxx Facsimile: 310.284.6490 FORTUNE TWENTY-FIFTH, INC. THE PARTNERSHIP/s/ Xxxx Xxxxx Xxxx Xxxxx Address: PALTAR NATION LIMITED PARTNERSHIP By:/s/ x/x Xxxx Xxxxx P.O. Box 381, Glenbrook, Nevada 89413 Copy to: 0000 Xxxxxx xx xxx Xxxxx Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxx Facsimile: 310.551.3077 /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx, Trustee Address: c/o Fortune Financial 1800 Avenue of the Stars Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Facsimile: 310.551.3077 /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx Address: c/o Fortune Financial 1800 Avenue of the Stars Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Facsimile: 323.277.9025 /s/ Xxxxx Xxxxxx Xx. (Signature) NameXxxxx Xxxxxx Address: 0000 Xxxxxx X. Xxxxx Naples, Florida 34102 Facsimile: 941.262.8025 XXXXXXX FAMILY TRUST dated 12-18-90 /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx, Trustee Address: 000 Xxxxx Xxxxxxxxx Xxxxxx Xx. TitleLos Angeles, California 90049 Facsimile: Vice 310.914.9242 O.S. II, Inc. By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx its President Address: 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxx 00000 Facsimile: 818.559.5617 HSMC PARTNERS, L.P. By:/s/ Xxxxxxx X. Fine Xxxxxxx X. Fine its managing partner Address: 00 Xxxxxx Xxxxxx Building B-4 Westport, Connecticut 06881 Facsimile: 203.226.7596 /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Address: c/x Xxxxxx Brothers 0000 Xxxxxxx Xxxxxx 11th Floor Westwood, California 90024 Facsimile: 310.481.4102 /s/ Xxxxxx X. Xxxx Xxxxxxxx Xxxx Xxxxxx X. Xxxx & Xxxxxxxx Xxxx, as community property Address: 000 Xxxxx XxxxxxXxxxxx Xxxxxxx Xxxxx, XX 00000 Facsimile: 310.285.0892 /s/ Xxxxxx X. Muh Xxxxxx X. Muh Address: c/o Sutter Securities, Inc. 0 Xxxxxxx Xxxxxx Xxxxx 00000000 Xxx Xxxxxxxxx, XxxxxxXX 00000 Facsimile: 415.288.2355 /s/ Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx Xxxxxxx and Xxxxxx Xxxxxxxx Address: 000 Xxxxxxxxx Xxxx Bethel Park, Xxxxxxxx 00000 Fax: Email: PURCHASERS: Xxxxx X. Xxxxxx Family Trust 2015 ByPA 15102 Facsimile: /s/ Xxxxxx Xxxxx X. Xxxxxx NameXxxxx Address: 00000 Xxxxx X. Xxxxxx TitleXxxxxxxxx Suite 750 Los Angeles, California 90025 Facsimile: Trustee, Xxxxx X. Xxxxxx Family Trust 2015 Schedule 1 SCHEDULE OF PURCHASERS Name Initial Commitment Additional Greenshoe Commitments Total Commitments Xxxxx X. Xxxxxx Family Trust 2015 $584,000 n/a $584,000 Totals $584,000 n/a $584,000 EXHIBIT A FORM OF SECURED CONVERTIBLE PROMISSORY NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO PALTAR NATION LIMITED PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. SECURED CONVERTIBLE PROMISSORY NOTE USD$__________ __________ ___, 2015 Denver, Colorado For value received, PALTAR NATION LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), promises to pay to _________________________________ (the “Holder”), the principal sum of _________________________________ USD($__________). Interest shall accrue from the date of this Secured Convertible Promissory Note (this “Note”) on the unpaid principal amount hereunder at a rate equal to 10.00% per annum; provided, that on and after the Maturity Date (as defined below) or an Event of Default (as defined below), interest shall accrue from and after such date on the unpaid principal and all accrued but unpaid interest of this Note at a rate equal to 15.00% per annum. This Note is one of a number of promissory notes (collectively, the “Notes”) issued under that certain Secured Convertible Note Purchase Agreement initially dated as of __________ ___, 2015, by and among the Partnership and the Purchasers listed on the signature pages thereto (the “Purchase Agreement”). This Note is subject to the following terms and conditions:310.966.1448

Exculpation Among Purchasers. Each Purchaser acknowledges that it such Purchaser is not relying upon any person, firm or entity corporation, other than the Company and its representatives, in making its investment or decision to invest in the PartnershipCompany. Each Purchaser agrees that no Purchaser nor the respective neither it or its controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Notes and SecuritiesStock. CONVERTIBLE SECURED PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT The parties have executed this Convertible Secured Convertible Promissory Note and Warrant Purchase Agreement as of the date first written above. THE PARTNERSHIPCOMPANY: PALTAR NATION LIMITED PARTNERSHIP By:/s/ Xxxxxx X. Xxxxxx XxFARMSTEAD TELEPHONE GROUP, INC. (Signature) Name: Xxxxxx X. Xxxxxx Xx. Title: Vice President Address: 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 Fax: Email: PURCHASERS: Xxxxx X. Xxxxxx Family Trust 2015 By: /s/ Xxxxx X. Xxxxxx Robert G. LaVigne ------------------------------------ Its: Executive Vice President, CFO Name of Purchaser SOTOMAR - EMPREENDIMENTOS INDUSTRIAIS E IMOBILIARIOS, SA By: /s/ Americo Ferreira De Amorim ------------------------------------ Name: Xxxxx X. Xxxxxx Americo Ferreira De Amorim ------------------------------------ Title: TrusteeBoard Member ------------------------------------ Date: Feb. 08, Xxxxx X. Xxxxxx Family Trust 2015 Schedule 1 2006 ------------------------------------ By: /s/ Marta Ramos Amorim Oliveira ------------------------------------ Name: Marta Ramos Amorim Oliveira ------------------------------------ Title: Board Member ------------------------------------ Date: Feb. 08, 2006 ------------------------------------ SCHEDULE A LIST OF PURCHASERS Principal Amount of Convertible Notes Name Initial Commitment Additional Greenshoe Commitments Total Commitments and Address Purchased Warrant Shares ---------------- ------------------- -------------- Sotomar - Empreendimentos $1,000,000 529,134 shares Industriais e Imobiliarios, SA Rua da Corticeira, N 34 Apartado 47 4536-902 Mozelos VFR Poxxxxxx Xxxxx X. Xxxxxx Family Trust 2015 $584,000 n/a $584,000 Totals $584,000 n/a $584,000 0,000,000 529,134 shares EXHIBITS Exhibit A - Form of Convertible Note Exhibit B - Form of Warrant Exhibit C - Schedule of Exceptions to Representations and Warranties EXHIBIT A FORM OF SECURED CONVERTIBLE PROMISSORY NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO PALTAR NATION LIMITED PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. SECURED CONVERTIBLE PROMISSORY NOTE USD$__________ __________ ___, 2015 Denver, Colorado For value received, PALTAR NATION LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), promises to pay to _________________________________ (the “Holder”), the principal sum Form of _________________________________ USD($__________). Interest shall accrue from the date of this Secured Convertible Promissory Note (this “Note”) on the unpaid principal amount hereunder at a rate equal to 10.00% per annum; provided, that on and after the Maturity Date (as defined below) or an Event of Default (as defined below), interest shall accrue from and after such date on the unpaid principal and all accrued but unpaid interest of this Note at a rate equal to 15.00% per annum. This Note is one of a number of promissory notes (collectively, the “Notes”) issued under that certain Secured Convertible Note Purchase Agreement initially dated as EXHIBIT B Form of __________ ___, 2015, by Warrant EXHIBIT C Schedule of Exceptions to Representations and among the Partnership and the Purchasers listed on the signature pages thereto (the “Purchase Agreement”). This Note is subject to the following terms and conditions:Warranties

Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or entity corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the PartnershipCompany. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Notes and purchase of the Securities. The parties have executed this Secured Convertible Note Series A Preferred Stock Purchase Agreement as of the date first written aboveabove written. THE PARTNERSHIPCOMPANY: PALTAR NATION LIMITED PARTNERSHIP By:/s/ Xxxxxx X. Xxxxxx XxAPPLIED DISCOVERY, INC. (Signature) By: ----------------------------------------- Name: Xxxxxx X. Xxxxxx Xx. Michael C. Weaver Title: Vice President Address: 0000 1756-114th Street Southeast Xxxxx Xxxxxx000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx XX 00000 Fax: Email: PURCHASERS: Xxxxx X. Xxxxxx Family Trust 2015 ZILKHA VENTURE PARTNERS, L.P. By: /s/ Xxxxx X. Xxxxxx Zilkha Ventures, LLC its general partner By: AIMC LLC its managing member By: ----------------------------------------- Name: Xxxxx X. Xxxxxx John P. Rigas Title: TrusteeManaging Member Address: 767 Fifth Avenue Xxxxx 0000 Xxx Xxxx, XX 00000 APPLIED DISCOVERY PARTNERS, L.P. By: Applied Discovery Management LLC its general partner By: ----------------------------------------- Name: John P. Rigas Title: Managing Member Address: 767 Fifth Avenue Xxxxx X. Xxxxxx Family 0000 Xxx Xxxx, XX 00000 DANIEL L. EILERS -------------------------------------------- Name: Daniel L. Eilers Address: 1000 Madison Drive Xxxxxxxx Xxxx, XX 00000 Xxdrey MacLean and Michael M. Clair, xx xxxxxxxx, or their successors, of the Audrey MacLean and Michael Clair Trust 2015 Schedule 1 SCHEDULE OF PURCHASERS Name Initial Commitment Additional Greenshoe Commitments Total Commitments Xxxxx X. Xxxxxx Family Trust 2015 $584,000 nAgreement UAD 10/0/00 -------------------------------------------------- Name: Audrey MacLean, as trustee Address: STANLEY J MERESMAN AND SHARON A. XXXXXXXX, XX XXXXXXXX XX XXX MERESMAN FAMILY TRUST U/a $584,000 Totals $584,000 nD/a $584,000 EXHIBIT A FORM OF SECURED CONVERTIBLE PROMISSORY NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933T DATED 9/13/1989, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOAS AMENDED -------------------------------------------------- Name: Stanley J. Meresman, OR IN CONNECTION WITHTrustee Address: 2071 Huntington Lane Xxx Xxxxx, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO PALTAR NATION LIMITED PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. SECURED CONVERTIBLE PROMISSORY NOTE USD$__________ __________ ___XX 00000 XXFAQ MUNSHI -------------------------------------------------- Name: Asfaq Munshi Xxxxess: 1510 Page Mill Road Xxxx Xxxx, 2015 Denver, Colorado For value received, PALTAR NATION LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), promises to pay to _________________________________ (the “Holder”), the principal sum of _________________________________ USD($__________). Interest shall accrue from the date of this Secured Convertible Promissory Note (this “Note”) on the unpaid principal amount hereunder at a rate equal to 10.00% per annum; provided, that on and after the Maturity Date (as defined below) or an Event of Default (as defined below), interest shall accrue from and after such date on the unpaid principal and all accrued but unpaid interest of this Note at a rate equal to 15.00% per annum. This Note is one of a number of promissory notes (collectively, the “Notes”) issued under that certain Secured Convertible Note Purchase Agreement initially dated as of __________ ___, 2015, by and among the Partnership and the Purchasers listed on the signature pages thereto (the “Purchase Agreement”). This Note is subject to the following terms and conditions:XX 00000

Exculpation Among Purchasers. Each The Purchaser acknowledges that it is not relying upon any person, firm firm, advisor or entity other entity, other than the Company and its officers and directors, in making its investment or decision to invest in the PartnershipCompany. Each The Purchaser agrees that no Purchaser nor the respective controlling persons, officers, managers, directors, partners, agents, or employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Notes and Securities. The parties have executed this Secured Convertible Note Purchase Agreement as of the date first written above. THE PARTNERSHIPCOMPANY: PALTAR NATION LIMITED PARTNERSHIP By:/s/ Xxxxxx X. Xxxxxx XxGRACE THERAPEUTICS INC. (Signature) By: Name: Xxxxxx X. Xxxxxx Xx. Title: Vice President Address: 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 FaxPURCHASER: EmailIf an Entity: PURCHASERSName: Xxxxx X. Xxxxxx Family Trust 2015 By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Trustee, Xxxxx X. Xxxxxx Family Trust 2015 Schedule 1 SCHEDULE OF PURCHASERS Name Initial Commitment Additional Greenshoe Commitments Total Commitments Xxxxx X. Xxxxxx Family Trust 2015 $584,000 n/a $584,000 Totals $584,000 n/a $584,000 Address: If an Individual: Name: Address: SIGNATURE PAGE TO CONVERTIBLE NOTE PURCHASE AGREEMENT EXHIBIT A FORM OF SECURED CONVERTIBLE PROMISSORY NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933(attached.) EXHIBIT B GRACE THERAPEUTICS INC. PURCHASER QUESTIONNAIRE Grace Therapeutics, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOInc. 0 Xxxxx Xxxxxx Xxxx. Xxxxx 0000 Xxxx Xxxxxxxxx, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO PALTAR NATION LIMITED PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. SECURED CONVERTIBLE PROMISSORY NOTE USD$__________ __________ ___, 2015 Denver, Colorado For value received, PALTAR NATION LIMITED PARTNERSHIP, a Delaware limited partnership XX 00000 Gentlemen: The information contained herein is being furnished to Grace Therapeutics Inc. (the “PartnershipCompany”), promises ) in order for the Company to pay to _________________________________ (determine whether the “Holder”), the principal sum of _________________________________ USD($__________). Interest shall accrue from the date of this Secured undersigned’s subscription for Convertible Promissory Note Notes (this “Note”) on the unpaid principal amount hereunder at a rate equal to 10.00% per annum; provided, that on and after the Maturity Date (as defined below) or an Event of Default (as defined below), interest shall accrue from and after such date on the unpaid principal and all accrued but unpaid interest of this Note at a rate equal to 15.00% per annum. This Note is one of a number of promissory notes (collectively, the “Notes”) issued under that certain Secured Convertible Note Purchase Agreement initially dated therein may be accepted pursuant to Section 4(a)(2) of the Securities Act of 1933, as of __________ ___, 2015, by and among the Partnership and the Purchasers listed on the signature pages thereto amended (the “Purchase AgreementSecurities Act”) and Regulation D promulgated thereunder (“Regulation D”). This Note The undersigned understands that (i) the Company will rely upon the following information for purposes of complying with Federal and applicable state securities laws, (ii) the Notes will not be registered under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D, and (iii) this questionnaire is subject not an offer to sell nor the solicitation of an offer to buy any Notes, or any other securities, to the undersigned. The following terms representations and conditionsinformation are furnished herewith:

Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or entity corporation, other than the Company, the Guarantor and their respective officers and directors, in making its investment or decision to invest in the PartnershipCompany. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Notes and Securities. The parties have executed this Secured Convertible Note Purchase Agreement as of the date first written above. THE PARTNERSHIPCOMPANY: PALTAR NATION LIMITED PARTNERSHIP By:/s/ BLOOM ENERGY CORPORATION By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: EVP General Counsel and Secretary Address: 0000 X. Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Fax: 000-000-0000 THE GUARANTOR: RYE CREEK LLC By: /s/Xxxxx X. Xxxxxx XxXxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: EVP General Counsel and Secretary ADDRESS: 0000 X. XXXXX XXXXXX XXX XXXX, XX 00000 FAX: 000-000-0000 DocuSign Envelope ID: BD49EC6A-3436-4E0A-ACB0-895357B859A5 The parties have executed this Convertible Note Purchase Agreement as of the date first written above. THE PURCHASERS: FORIS VENTURES, LLC (PRINT NAME) By:/s/Xxxxxxx Xxxxx By: (Signature) Name: Xxxxxx X. Xxxxxx Xx. Xxxxxxx Xxxxx Title: Vice President AddressAuthorized Signatory [Signature Page to Bloom Convertible Note Purchase Agreement] DocuSign Envelope ID: 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 Fax: Email: C5303845-C60B-4F3A-9346-942A52A42D9A The parties have executed this Convertible Note Purchase Agreement as of the date first written above. THE PURCHASERS: Xxxxx X. Xxxxxx Family Trust 2015 NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP By: /s/ NEA Partners 10, LP (PRINT NAME) By: /s/Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Trustee, Xxxxx X. Xxxxxx Family Trust 2015 Schedule 1 Chief Legal Officer and Attorney in Fact [Signature Page to Bloom Convertible Note Purchase Agreement] EXHIBIT A SCHEDULE OF PURCHASERS Name Initial Commitment Additional Greenshoe Commitments Total Commitments Xxxxx X. Xxxxxx Family Trust 2015 and Address Note Principal Amount Foris Ventures, LLC $584,000 n/a $584,000 Totals $584,000 n/a $584,000 EXHIBIT A FORM OF SECURED CONVERTIBLE PROMISSORY NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO PALTAR NATION LIMITED PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. SECURED CONVERTIBLE PROMISSORY NOTE USD$__________ __________ ___, 2015 Denver, Colorado For value received, PALTAR NATION LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), promises to pay to _________________________________ (the “Holder”), the principal sum of _________________________________ USD($__________). Interest shall accrue from the date of this Secured Convertible Promissory Note (this “Note”) on the unpaid principal amount hereunder at a rate equal to 10.00% per annum; provided, that on and after the Maturity Date (as defined below) or an Event of Default (as defined below), interest shall accrue from and after such date on the unpaid principal and all accrued but unpaid interest of this Note at a rate equal to 15.00% per annum. This Note is one of a number of promissory notes (collectively, the “Notes”) issued under that certain Secured Convertible Note Purchase Agreement initially dated as of __________ ___, 2015, by and among the Partnership and the Purchasers listed on the signature pages thereto (the “Purchase Agreement”). This Note is subject to the following terms and conditions:10,000,000

Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or entity corporation, other than Corixa and its officers and directors, in making its investment or decision to invest in the PartnershipCorixa. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Notes and Securitiespurchase of the Stock. [Signature Pages Follow] The parties have executed this Secured Convertible Note Common Stock Purchase Agreement as of the date first written above. THE PARTNERSHIPCOMPANY: PALTAR NATION LIMITED PARTNERSHIP By:/s/ Xxxxxx X. Xxxxxx Xx. (Signature) Name: Xxxxxx X. Xxxxxx Xx. Title: Vice President Address: 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 Fax: Email: PURCHASERS: Xxxxx X. Xxxxxx Family Trust 2015 CORIXA CORPORATION By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Trustee, Xxxxx X. Xxxxxx Family Trust 2015 Schedule 1 SCHEDULE OF PURCHASERS Name Initial Commitment Additional Greenshoe Commitments Total Commitments Xxxxx X. Xxxxxx Family Trust 2015 $584,000 n/a $584,000 Totals $584,000 n/a $584,000 EXHIBIT A FORM OF SECURED CONVERTIBLE PROMISSORY NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO PALTAR NATION LIMITED PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. SECURED CONVERTIBLE PROMISSORY NOTE USD$____________________________________ Name: __________ ___, 2015 Denver, Colorado For value received, PALTAR NATION LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), promises to pay to _________________________________ (the “Holder”), the principal sum of print) Title: _________________________________ USD($Address: 1124 Xxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000 PURCHASERS: WARBURG, PINCXX XXXTURES L.P. By: Warburg, Pincxx & Xo., its general partner Name: __________). Interest shall accrue from the date of this Secured Convertible Promissory Note (this “Note”) on the unpaid principal amount hereunder at a rate equal to 10.00% per annum; provided, that on and after the Maturity Date (as defined below) or an Event of Default (as defined below), interest shall accrue from and after such date on the unpaid principal and all accrued but unpaid interest of this Note at a rate equal to 15.00% per annum. This Note is one of a number of promissory notes (collectively, the “Notes”) issued under that certain Secured Convertible Note Purchase Agreement initially dated as of ________________________ (print) Title: _________________________________ INTERNATIONAL BIOTECHNOLOGY TRUST PLC By: ____________________________________ Name: __________________________________ (print) Title: _________________________________ SIGNATURE PAGE TO CORIXA CORPORATION COMMON STOCK PURCHASE AGREEMENT Exhibit A - Schedule of Purchasers Exhibit B - Disclosure Schedule 18 EXHIBIT A SCHEDULE OF PURCHASERS Warburg, 2015Pincxx Xxxtures, by L.P. 466 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxternational Biotechnology Trust plc c/o Rothschild Asset Management Limited St. Xxxxxxx'x Xxxx Xxxxxx, EC4N 8NR England CORIXA CORPORATION DISCLOSURE SCHEDULE TO COMMON STOCK PURCHASE AGREEMENT This Disclosure Schedule is made and given as of December 11, 1998 pursuant to Section 2 of the Common Stock Purchase Agreement among the Partnership Corixa Corporation, a Delaware corporation ("Corixa") and the Purchasers investors listed on the signature pages Exhibit A attached thereto (the “Purchase "Agreement”"). This Note is subject The section numbers in this Disclosure Schedule correspond to the following section numbers in the Agreement; however, any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would otherwise be appropriate. Any terms and conditions:defined in the Agreement shall have the same meaning when used in this Disclosure Schedule as when used in the Agreement unless the context otherwise requires.