Common use of NOTICE OF EXERCISE Clause in Contracts

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1) ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1) ¨ The undersigned hereby elects In the event that Grantee is entitled to purchase shares of and wishes to exercise the Common Stock of Ambit Biosciences Corporation Option, it shall send to Issuer a written notice (the “Company”"OPTION NOTICE" and the date of which being hereinafter referred to as the "NOTICE DATE") pursuant to specifying (i) the terms total number of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in it will purchase pursuant to such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view toexercise, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs aggregate purchase price as provided herein and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) a period of time (that shall not be less than three business days nor more than 30 business days) running from the undersigned Notice Date (the "CLOSING DATE") and a place at which the closing of such purchase shall take place; provided, that, if prior notification to or approval of the Federal Reserve Board or any other Governmental Authority is experienced required in making investments connection with such purchase (each, a "NOTIFICATION" or an "APPROVAL," as the case may be), (a) Grantee shall promptly file, or cause to be filed, the required notice or application for approval ("NOTICE/APPLICATION"), (b) Grantee shall expeditiously process, or cause to be expeditiously processed, the Notice/Application and (c) for the purpose of determining the Closing Date pursuant to clause (iii) of this type sentence, the period of time that otherwise would run from the Notice Date shall instead run from the later of (x) in connection with any Notification, the date on which any required notification periods have expired or been terminated and (y) in connection with any Approval, the date on which such approval has such knowledge been obtained and background any requisite waiting period or periods shall have expired. For purposes of Section 2(a) hereof, any exercise of the Option shall be deemed to occur on the Notice Date relating thereto. On or prior to the Closing Date, Grantee shall have the right to revoke its exercise of the Option in financial and business matters the event that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands transaction constituting a Purchase Event that the shares of Common Stock issuable upon gives rise to such right to exercise of this Warrant shall not have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationconsummated.

NOTICE OF EXERCISE. TOTo: AMBIT BIOSCIENCES CORPORATIONFirst Montauk Financial Corp. (1) ¨ . The undersigned hereby elects to purchase ________________ shares of the Common Stock of Ambit Biosciences Corporation (the “"Shares") of Common Stock, no par value, of First Montauk Financial Corp. (the "Company”") pursuant to the terms of the attached Warrant (the "Warrant"), and tenders herewith payment of the exercise purchase price in full, together with all applicable and any transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) taxes payable pursuant to the terms of the net Warrant. 2. The Shares to be received by the undersigned upon exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock Warrant are being acquired for the account of the undersigned for investment its own account, not as a nominee or agent, and not with a view toto resale or distribution of any part thereof, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of selling, granting any participation in, or otherwise distributing the same, except in compliance with applicable federal and state securities laws. The undersigned further represents that it does not have any contract, undertaking, agreement or reselling arrangement with any person to sell, transfer or grant participation to such shares; (ii) person or to any third person, with respect to the Shares. The undersigned is aware of believes it has received all the Company’s business affairs and financial condition and has acquired sufficient information about it considers necessary or appropriate for deciding whether to purchase the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the Shares. 3. The undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have Shares are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in transactions not been registered involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the “Securities "Act”"), by reason of a specific exemption from only in certain limited circumstances. In this connection, the registration provisions undersigned represents that it is familiar with Rule 144 of the Securities Act, which exemption depends uponas presently in effect, among other things, and understands the bona fide nature resale limitations imposed thereby and by the Act. 4. The undersigned understands the certificates evidencing the Shares may bear one or all of the investment intent as expressed hereinfollowing legends: 4.1 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, andAS AMENDED (THE "1933 ACT"), because such securities have not been registered under OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAW." 4.2 Any legend required by applicable state law. 5. Please issue a certificate or certificates representing said Shares in the Securities Act, they must be held indefinitely unless subsequently registered under name of the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares undersigned. 6. Please issue a new Warrant for the number of years prescribed by Rule 144, that among the conditions for use unexercised portion of the Rule is attached Warrant in the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part name of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationundersigned.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1) ¨ . The undersigned hereby elects to purchase shares of the Common Stock stock of Ambit Biosciences Corporation (the “Company”) RUBIUS THERAPEUTICS, INC. pursuant to the terms of the attached Warrantwarrant, and tenders herewith payment of the exercise purchase price of such shares in full, together with all applicable transfer taxes, if any. 1. ¨ The undersigned hereby elects to purchase convert the attached warrant into shares in the manner specified in the warrant. This conversion is exercised with respect to of the Common Stock of Ambit Biosciences Corporation (shares covered by the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if anywarrant. (2) . Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:: (Holder’s Name) (3) . The undersigned represents that (i) it is acquiring the aforesaid shares of Common Stock are being acquired solely for the its own account of the undersigned and not as a nominee for investment any other party and not with a view to, toward the resale or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing except in compliance with applicable securities laws. PACWEST BANCORP or reselling such shares; Registered Assignee (iiSignature) the (Date) (a) The undersigned is aware of the Company’s business affairs and financial condition condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in to acquire the Company; (iii) the Securities. The undersigned is experienced purchasing the Securities for its own account for investment purposes only, not as a nominee or agent, and not with a view towards, or for resale in making investments connection with, any “distribution” thereof for purposes of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason . The undersigned has such knowledge and experience in financial business matters and the undersigned is capable of evaluating the merits and risks of the purchase of the Securities and of protecting its interests in connection therewith. (b) The undersigned understands that the Securities have not been registered under the Securities Act in reliance upon a specific exemption from the registration provisions of the Securities Acttherefrom, which exemption depends upon, among other things, the bona fide nature of the undersigned’s investment intent as expressed herein, and, because such securities have not been registered under . (c) The undersigned further understands that the Securities Act, they must be held indefinitely indefinitely, and the undersigned must therefore bear the economic risk therewith, unless the Securities are subsequently registered under the Securities Act or unless an exemption from registration is otherwise available. In addition, the undersigned understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is available; not required. (vd) the The undersigned is aware that familiar with the aforesaid shares provisions of Common Stock may not be sold Rule 144, promulgated pursuant to the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. (e) The Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things, the existence of a public market for the Securities, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sales being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of securities being sold during any three-month period not exceeding specified limitations. (f) The undersigned further understands that in the event that all of the applicable requirements of Rule 144 adopted are not satisfied, registration under the Securities Act unless certain conditions are met and until the Act, compliance with Regulation A, or some other registration exemption will be required. (g) The undersigned has held the shares for the number is an “accredited investor” as defined in Rule 501(a) of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement Regulation D promulgated under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationAct.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONFOURTEEN22, INC. (1) ¨ The undersigned hereby elects to purchase shares of the Common Warrant Stock of Ambit Biosciences Corporation Fourteen22, Inc. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Warrant Stock of Ambit Biosciences Corporation Fourteen22, Inc. (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Warrant Stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Warrant Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Warrant Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Warrant Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Warrant Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1) ¨ . The undersigned hereby elects to purchase shares of the Common Stock stock of Ambit Biosciences Corporation (the “Company”) CHANNELADVISOR CORPORATION pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise purchase price of such shares in full, together with all applicable transfer taxes, if any. 1. ¨ The undersigned hereby elects to purchase convert the attached Warrant into shares in the manner specified in the Warrant. This conversion is exercised with respect to of the Common Stock of Ambit Biosciences Corporation (shares covered by the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) . Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:: Square 1 Bank Attn: Warrant Administrator 000 Xxxxxxxxx Xxxxxx, Suite 240 Xxxxx Building Durham, NC 27701 (3) . The undersigned represents that (i) it is acquiring the aforesaid shares of Common Stock are being acquired solely for the its own account of the undersigned and not as a nominee for investment any other party and not with a view to, toward the resale or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing except in compliance with applicable securities laws. SQUARE 1 BANK or reselling such shares; Registered Assignee (iiSignature) the (Date) (a) The undersigned is aware of the Company’s business affairs and financial condition condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in to acquire the Company; (iii) the Securities. The undersigned is experienced purchasing the Securities for its own account for investment purposes only, not as a nominee or agent, and not with a view towards, or for resale in making investments connection with, any “distribution” thereof for purposes of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason . The undersigned has such knowledge and experience in financial business matters and the undersigned is capable of evaluating the merits and risks of the purchase of the Securities and of protecting its interests in connection therewith. (b) The undersigned understands that the Securities have not been registered under the Securities Act in reliance upon a specific exemption from the registration provisions of the Securities Acttherefrom, which exemption depends upon, among other things, the bona fide nature of the undersigned’s investment intent as expressed herein, and, because such securities have not been registered under . (c) The undersigned further understands that the Securities Act, they must be held indefinitely indefinitely, and the undersigned must therefore bear the economic risk therewith, unless the Securities are subsequently registered under the Securities Act or unless an exemption from registration is otherwise available. In addition, the undersigned understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is available; not required. (vd) the The undersigned is aware that familiar with the aforesaid shares provisions of Common Stock may not be sold Rule 144, promulgated pursuant to the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. (e) The Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things, the existence of a public market for the Securities, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sales being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of securities being sold during any three-month period not exceeding specified limitations. (f) The undersigned further understands that in the event that all of the applicable requirements of Rule 144 adopted are not satisfied, registration under the Securities Act unless certain conditions are met and until the Act, compliance with Regulation A, or some other registration exemption will be required. (g) The undersigned has held the shares for the number is an “accredited investor” as defined in Rule 501(a) of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement Regulation D promulgated under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationAct.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONGEOSPATIAL HOLDINGS, INC. (1) ¨ The undersigned hereby elects to purchase shares of the Common Stock (the “Common Stock”) of Ambit Biosciences Corporation Geospatial Holdings, Inc. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “CompanyCommon Stock”) of the Company pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (3) Please issue a new warrant, or warrants in the following denominations, for the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as specified below: (4) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationpresent

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1) ¨ . The undersigned hereby elects to purchase shares of the Common Stock stock of Ambit Biosciences Corporation (the “Company”) RUBIUS THERAPEUTICS, INC. pursuant to the terms of the attached Warrantwarrant, and tenders herewith payment of the exercise purchase price of such shares in full, together with all applicable transfer taxes, if any. 1. ¨ The undersigned hereby elects to purchase convert the attached warrant into shares in the manner specified in the warrant. This conversion is exercised with respect to of the Common Stock of Ambit Biosciences Corporation (shares covered by the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if anywarrant. (2) . Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:: (Holder’s Name) (Address) (3) . The undersigned represents that (i) it is acquiring the aforesaid shares of Common Stock are being acquired solely for the its own account of the undersigned and not as a nominee for investment any other party and not with a view to, toward the resale or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing except in compliance with applicable securities laws. PACWEST BANCORP or reselling such shares; Registered Assignee (iiSignature) the (Date) (a) The undersigned is aware of the Company’s business affairs and financial condition condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in to acquire the Company; (iii) the Securities. The undersigned is experienced purchasing the Securities for its own account for investment purposes only, not as a nominee or agent, and not with a view towards, or for resale in making investments connection with, any “distribution” thereof for purposes of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason . The undersigned has such knowledge and experience in financial business matters and the undersigned is capable of evaluating the merits and risks of the purchase of the Securities and of protecting its interests in connection therewith. (b) The undersigned understands that the Securities have not been registered under the Securities Act in reliance upon a specific exemption from the registration provisions of the Securities Acttherefrom, which exemption depends upon, among other things, the bona fide nature of the undersigned’s investment intent as expressed herein, and, because such securities have not been registered under . (c) The undersigned further understands that the Securities Act, they must be held indefinitely indefinitely, and the undersigned must therefore bear the economic risk therewith, unless the Securities are subsequently registered under the Securities Act or unless an exemption from registration is otherwise available. In addition, the undersigned understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is available; not required. (vd) the The undersigned is aware that familiar with the aforesaid shares provisions of Common Stock may not be sold Rule 144, promulgated pursuant to the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. (e) The Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things, the existence of a public market for the Securities, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sales being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of securities being sold during any three-month period not exceeding specified limitations. (f) The undersigned further understands that in the event that all of the applicable requirements of Rule 144 adopted are not satisfied, registration under the Securities Act unless certain conditions are met and until the Act, compliance with Regulation A, or some other registration exemption will be required. (g) The undersigned has held the shares for the number is an “accredited investor” as defined in Rule 501(a) of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement Regulation D promulgated under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationAct.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1) ¨ The undersigned hereby elects In the event that Grantee is entitled to purchase shares of and wishes to exercise the Common Stock of Ambit Biosciences Corporation Option, it shall send to Issuer a written notice (the “Company”"Option Notice" and the date of which being hereinafter referred to as the "Notice Date") pursuant to specifying (i) the terms total number of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in it will purchase pursuant to such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view toexercise, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs aggregate purchase price as provided herein and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) a period of time (that shall not be less than three business days nor more than sixty business days) running from the undersigned Notice Date (the "Closing Date") and a place at which the closing of such purchase shall take place; PROVIDED, THAT, if prior notification to or approval of the Federal Reserve Board or any other Governmental Authority is experienced required in making investments connection with such purchase (each, a "Notification" or an "Approval," as the case may be), (a) Grantee shall promptly file, or cause to be filed, the required notice or application for approval ("Notice/Application"), (b) Grantee shall expeditiously process, or cause to be expeditiously processed, the Notice/Application and (c) for the purpose of determining the Closing Date pursuant to clause (iii) of this type sentence, the period of time that otherwise would run from the Notice Date shall instead run from the later of (x) in connection with any Notification, the date on which any required notification periods have expired or been terminated and (y) connection with any Approval, the date on which such approval has such knowledge been obtained and background any requisite waiting period or periods shall have expired. For purposes of Section 2(a) hereof, any exercise of the Option shall be deemed to occur on the Notice Date relating thereto. On or prior to the Closing Date, Grantee shall have the right to revoke its exercise of the Option in financial and business matters the event that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands transaction constituting a Purchase Event that the shares of Common Stock issuable upon gives rise to such right to exercise of this Warrant shall not have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationconsummated.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONEXELIXIS, INC. (1) ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation EXELIXIS, INC. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation EXELIXIS, INC. (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 2.2 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that that: (iA) It is an “accredited investor” within the aforesaid shares meaning of Common Stock are being acquired for the account Rule 501(a) of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). (B) It has relied completely on the advice of, by reason or has consulted with or has had the opportunity to consult with, its own personal tax, investment, legal or other advisors and has not relied on the Company or any of a specific exemption from its affiliates for advice. (C) It has been advised and understands that the registration provisions offer and sale of the Securities Act, which exemption depends upon, among other things, attached Warrant and the bona fide nature shares of Common Stock issued upon exercise of the investment intent as expressed herein, and, because such securities Warrant (the “Warrant Shares”) have not been registered under the Securities Act, they must . It is able to bear the economic risk of such investment for an indefinite period and to afford a complete loss thereof. (D) It is acquiring the Warrant Shares solely for its own account for investment purposes as a principal and not with a view to the resale of all or any part thereof. It agrees that the Warrant Shares may not be held indefinitely unless subsequently registered resold (1) without registration thereof under the Securities Act or (unless an exemption from such registration is available; ), or (v2) in violation of any law. It acknowledges that the Company is not required to register the Warrant Shares under the Securities Act. It is not and will not be an underwriter within the meaning of Section 2(11) of the Securities Act with respect to the Warrant Shares. (E) No person or entity acting on behalf of, or under the authority of, the undersigned is aware that the aforesaid shares of Common Stock may not or will be sold pursuant entitled to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed any broker’s, finder’s, or similar fees or commission payable by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationits affiliates.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1) ¨ The undersigned hereby elects In the event that Grantee is entitled to purchase shares of and wishes to exercise the Common Stock of Ambit Biosciences Corporation Option, it shall send to Issuer a written notice (the “Company”"Option Notice" and the date of which being hereinafter referred to as the "Notice Date") pursuant to specifying (i) the terms total number of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in it will purchase pursuant to such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view toexercise, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs aggregate purchase price as provided herein, and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) a period of time (that shall not be less than three business days nor more than thirty business days) running from the undersigned Notice Date (the "Closing Date") and a place at which the closing of such purchase shall take place; PROVIDED, THAT, if prior notification to or approval of the Federal Reserve Board or any other Governmental Authority is experienced required in making investments connection with such purchase (each, a "Notification" or an "Approval," as the case may be), (a) Grantee shall promptly file, or cause to be filed, the required notice or application for approval ("Notice/Application"), (b) Grantee shall expeditiously process, or cause to be expeditiously processed, the Notice/Application, and (c) for the purpose of determining the Closing Date pursuant to clause (iii) of this type sentence, the period of time that otherwise would run from the Notice Date shall instead run from the later of (x) in connection with any Notification, the date on which any required notification periods have expired or been terminated, and (y) in connection with any Approval, the date on which such approval has such knowledge been obtained and background any requisite waiting period or periods shall have expired. For purposes of Section 2(a) hereof, any exercise of the Option shall be deemed to occur on the Notice Date relating thereto. On or prior to the Closing Date, Grantee shall have the right to revoke its exercise of the Option in financial and business matters the event that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands transaction constituting a Purchase Event that the shares of Common Stock issuable upon gives rise to such right to exercise of this Warrant shall not have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationconsummated.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1) ¨ . The undersigned hereby elects to purchase shares of the Common Stock stock of Ambit Biosciences Corporation (the “Company”) NANOSTRING TECHNOLOGIES, INC. pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise purchase price of such shares in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) . Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:: Comerica Bank Attn: Warrant Administrator 000 Xxxxxxxx Xxxxxx, 32nd Floor, MC 3379 Detroit, MI 48226 (3) . The undersigned represents that (i) it is acquiring the aforesaid shares of Common Stock are being acquired solely for the its own account of the undersigned and not as a nominee for investment any other party and not with a view to, toward the resale or for resale in connection with, the distribution thereof except in compliance with applicable securities laws. COMERICA BANK or Assignee (Signature) (Name and that Title) (Date) In the undersigned has no present intention event of distributing or reselling such shares; the issuance (iia “Diluting Issuance”) by the undersigned is aware Company, after the Issue Date of this Warrant, of securities at a price per share less than the Warrant Price, then the number of shares of common stock issuable upon conversion of the Shares shall be adjusted in accordance with those provisions (the “Provisions”) of the Company’s business affairs and financial condition and has acquired sufficient information about Certificate of Incorporation which apply to Diluting Issuances (subject to any conditions or exceptions or waivers set forth therein). The Provisions shall not be deemed in any manner to limit or restrict the Company applicability of the Provisions to reach an informed and knowledgeable decision regarding its investment the Shares. Any language in the Company; (iii) Provisions that in any manner limits or restricts the undersigned is experienced in making investments applicability of the Provisions to the Shares shall not apply to this type and has such knowledge and background in financial and business matters that Warrant. Under no circumstances shall the undersigned is capable of evaluating aggregate Warrant Price payable by the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable Holder upon exercise of this the Warrant have not been registered under the Securities Act increase as a result of 1933, as amended (the “Securities Act”), by reason of any adjustment arising from a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationDiluting Issuance.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONRELYPSA, INC. (1) ¨ The undersigned hereby elects to purchase shares of the Common Stock [Preferred Stock] of Ambit Biosciences Corporation Relypsa, Inc. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock [Preferred Stock] of Ambit Biosciences Corporation Relypsa, Inc. (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock [Preferred Stock] in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock [Preferred Stock] are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock [Preferred Stock] issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock [Preferred Stock] may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock [Preferred Stock] unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationregistration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required provided that no such opinion shall be required for dispositions in compliance with Rule 144, except in unusual circumstances. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer by the undersigned to a partner (or retired partner) or member (or retired member) of the undersigned in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the original purchaser hereunder.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1a) ¨ The undersigned hereby elects purchase rights represented by this Warrant Certificate may be exercised by presentation and surrender of this Warrant Certificate to purchase shares the Company at its principal office, at the office of its stock transfer agent or at any other warrant agent designated by the Common Stock of Ambit Biosciences Corporation Company (the “CompanyWarrant Agent”) pursuant to if any, with the terms Warrant Exercise Form, a form of the which is attached Warranthereto as Exhibit A, duly executed and tenders herewith accompanied by payment of the exercise price Exercise Price for the number of Warrant Shares specified in full, together with all applicable transfer taxessuch form and instruments of transfer, if any. ¨ The undersigned hereby elects to purchase shares of appropriate, duly executed by the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if anyHolder or its duly authorized attorney. (2b) Please Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant Certificate by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant Certificate (or the portion thereof being canceled) by surrender of this Warrant Certificate at the principal office of the Company or the Warrant Agent together with an executed Cashless Exercise Form in the Form attached hereto as Exhibit B in which event the Company shall issue to the Holder a certificate or certificates representing said number of shares of Common Stock in computed using the name following formula: Where X = the number of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for to be issued to the account Holder Y = the number of shares of Common Stock purchasable under the Warrant Certificate or, if only a portion of the undersigned for investment and not with a view to, or for resale in connection withWarrant Certificate is being exercised, the distribution thereof and that portion of the undersigned has no present intention Warrant Certificate being canceled (at the date of distributing or reselling such shares; (iicalculation) A = the undersigned is aware fair market value of one share of the Company’s business affairs Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined by taking the average of the closing prices of the sales of any shares of Common Stock on all securities exchanges on which the Common Stock is listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and financial condition lowest asked prices on all such exchanges at the end of such day, or, if on any day the Common Stock is not so listed, the average of the representative bid and has acquired sufficient information about asked prices quoted in the NASDAQ System as of 4:00 p.m., New York time, or, if on any day any Common Stock is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which the fair market value is being determined and the 20 consecutive Business Days prior to such day. If at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the fair market value of one share of Common Stock shall be the amount determined in good faith by the Company’s Board of Directors. (c) Payment of the aggregate Exercise Price shall be made at the Holder’s election (i) by wire transfer in cash or by certified check or cashier’s check, payable to the order of the Company to reach an informed and knowledgeable decision regarding its investment in accordance with the Company; provisions of Section 4(a), (ii) by “cashless exercise” in accordance with the provisions of Section 4(b), or (iii) by a combination of the undersigned is experienced foregoing methods of payment selected by the Holder. If this Warrant Certificate should be exercised in making investments part only, the Company shall, within five (5) Business Days of the surrender of this type Warrant Certificate for cancellation, execute and has such knowledge and background in financial and business matters that deliver a new warrant certificate evidencing the undersigned is capable rights of evaluating the merits and risks Holder thereof to purchase the balance of the Warrant Shares purchasable hereunder. (d) Upon receipt by the Company of this investment Warrant Certificate, together with the Warrant Exercise Form and/or the Cashless Exercise Form, as the case may be, and protecting the undersigned’s own interests; (iv) Exercise Price at its office, or by the undersigned understands that Warrant Agent at its office, in each case in the proper form for exercise, the Holder shall immediately be deemed to be the Holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant have not been registered under Certificate, but in no event shall the Securities Act of 1933, as amended (Company be responsible or liable for income taxes or transfer taxes upon the “Securities Act”), by reason of a specific exemption from the registration provisions issuance or transfer of the Securities Act, which exemption depends upon, among other things, Warrants or the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationWarrant Shares.

NOTICE OF EXERCISE. TOAttention: AMBIT BIOSCIENCES CORPORATION (1) ¨ HyperSpace Secretary The undersigned hereby irrevocably elects to exercise the right of purchase shares represented by the attached Warrant for, and to purchase thereunder, the securities of the Common Stock of Ambit Biosciences Corporation Company, as provided for therein, by (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith check applicable subsection): ____ a. tendering payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of Exercise Price per share required under such Warrant for ______________ shares; OR ____ b. invoking the net exercise provisions set forth in of Section 2.1 5 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (3) Warrant to purchase such shares. The undersigned hereby represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters warrants that the undersigned is capable of evaluating the merits and risks of this investment and protecting acquiring such shares for the undersigned’s own interests; account for investment purposes only, and not for resale or with a view to distribution of such shares or any part thereof. WARRANT HOLDER: (ivname of individual or entity warrant holder) (print name, if signing for entity) Date: Name in which shares should be registered: [00000-0000-000000/hco120705ex4w2.htm] CERTIFICATE OF ACCREDITED INVESTOR 1. The Holder understands and agrees that neither the undersigned understands that Warrant, nor the shares of Common Stock issuable upon exercise of this common stock underlying the Warrant (collectively, the “Securities”), have not been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and the Securities are being offered and sold by reason of a specific the Company to the Holder in reliance upon an exemption from the registration provisions of provided by Section 4(2) of, or Regulation D promulgated under, the Securities Act, which exemption depends upon, among other things, . Capitalized terms not defined herein shall have the bona fide nature of meanings ascribed in the investment intent as expressed herein, and, because such securities have not been registered under Warrant. 2. The Holder understands that the Securities Act, they must be held by the Holder indefinitely unless subsequently a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt from registration. The Holder possesses the financial resources to bear the risk of economic loss with respect to the purchase of the Securities. 3. The Holder is an exemption from such registration is available; “accredited investor” (vas defined in Rule 501(a) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted Regulation D promulgated under the Securities Act unless certain conditions are met Act). The Company has made available to the Holder or its representatives all agreements, documents, records and until books that the undersigned Holder has held requested relating to an investment in the shares for Securities to be acquired by the number of years prescribed by Rule 144Holder hereunder. The Holder has had an opportunity to ask questions of, that among the conditions for use and receive answers from, a person or persons acting on behalf of the Rule is Company, concerning the availability terms and conditions of current information this investment, and answers have been provided to all of such questions to the public about full satisfaction of the Holder. The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of this investment. 4. The Holder acknowledges that the representations and warranties and agreements contained in this Certificate are made by him, her or it with the intent that they may be relied upon by the Company in determining his, her or its eligibility to purchase Securities. The Holder agrees that by accepting Securities he, she or it is representing and warranting that the Company has not made such information available representations and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part warranties above are true as of the aforesaid shares date upon which the Warrant is exercised and that they shall survive the purchase of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering and shall continue in full force and effect notwithstanding any subsequent disposition by it of such proposed disposition and such disposition is made in accordance with said registrationSecurities.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1) ¨ The undersigned hereby elects In the event that Grantee is entitled to purchase shares of ------------------- and wishes to exercise the Common Stock of Ambit Biosciences Corporation Option, it shall send to Issuer a written notice (the “Company”"Option Notice" and the date of which being hereinafter referred to as the "Notice Date") pursuant to specifying (i) the terms total number of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in it will purchase pursuant to such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view toexercise, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs aggregate purchase price as provided herein and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) a period of time (that shall not be less than three business days nor more than thirty business days) running from the undersigned Notice Date (the "Closing Date") and a place at which the closing of such purchase shall take place; provided, that, if prior notification to or -------- ---- approval of the Federal Reserve Board or any other Governmental Authority is experienced required in making investments connection with such purchase (each, a "Notification" or an "Approval," as the case may be), (a) Grantee shall promptly file, or cause to be filed, the required notice or application for approval ("Notice/Application"), (b) Grantee shall expeditiously process, or cause to be expeditiously processed, the Notice/Application and (c) for the purpose of determining the Closing Date pursuant to clause (iii) of this type sentence, the period of time that otherwise would run from the Notice Date shall instead run from the later of (x) in connection with any Notification, the date on which any required notification periods have expired or been terminated and (y) in connection with any Approval, the date on which such approval has such knowledge been obtained and background any requisite waiting period or periods shall have expired. For purposes of Section 2(a) hereof, any exercise of the Option shall be deemed to occur on the Notice Date relating thereto. On or prior to the Closing Date, Grantee shall have the right to revoke its exercise of the Option in financial and business matters the event that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands transaction constituting a Purchase Event that the shares of Common Stock issuable upon gives rise to such right to exercise of this Warrant shall not have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationconsummated.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES (To be executed by the Holder desiring to exercise the right to convert this Note into shares of common stock, par value $0.0001 per share, of KINGFISH HOLDING CORPORATION (1, a Delaware corporation) ¨ The undersigned Holder of a Convertible Promissory Note (Note No. 11) hereby elects to purchase exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated May 13, 2015 (as amended on December 15, 2015) issued to the Holder by Kingfish Holding Corporation, a Delaware corporation, to receive that number of shares of the Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below. Dated: _______________, Printed Name: Signature: Address: (Signature must conform in all respects to the name of Ambit Biosciences Corporation holder as specified on the face of this Note.) Note No. 00 Xxx 00, 0000 X.X. $40,000.00 Tampa, Florida FOR VALUE RECEIVED, the undersigned Kingfish Holding Corporation, a Delaware corporation (the “"Company”"), promises to pay to the order of Jaxxx X. Xxxxxx ("Payee", and Payee and any subsequent permitted holder(s) of this amended and restated convertible promissory note (the "Note")being referred to collectively as "Holder"), at Holder's address set forth below (or by wire transfer to Holder's wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of FORTY THOUSAND DOLLARS ($40,000.00) (the "Principal Amount"), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below. This Note is issued pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation that certain Convertible Promissory Note Purchase Agreement (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection withamended, the distribution thereof and that the undersigned has no present intention "Purchase Agreement") dated as of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933May 13, 2015, as amended (the “Securities Act”)by theFirst Amendment and Restatement of Convertible Promissory Note Purchase Agreement, dated as of December 15, 2015, by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about between the Company and the Company has not made Payee. Capitalized terms used herein without definition shall have the meanings given to such information available terms in the Purchase Agreement. This Note amends, restates in its entirety, and has no present plans to do so; and (vi) supersedes the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement prior Convertible Promissory Note No. 12 issued under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationOriginal Purchase Agreement

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONCypress Bioscience, Inc. (1) ¨ The undersigned hereby elects to purchase ________ shares of the Common Stock of Ambit Biosciences Corporation Cypress Bioscience, Inc. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the CompanyCypress’s business affairs and financial condition and has acquired sufficient information about the Company Cypress to reach an informed and knowledgeable decision regarding its investment in the CompanyCypress; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company Cypress and the Company Cypress has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationregistration statement, or the undersigned has provided Cypress with an opinion of counsel satisfactory to Cypress, stating that such registration is not required. (Date) (Signature) (Print name) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: Address: Dated: __________, 20__ Holder’s Signature: Holder’s Address:

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONCHORDIANT SOFTWARE, INC. (1) ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation Chordiant Software, Inc. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation Chordiant Software, Inc. (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationregistration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required. (Date) (Signature) (Print name) (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: Address: Dated: Holder’s Signature: Holder’s Address:

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONSolexa, Inc. (1) ¨ The undersigned hereby elects to purchase __________ shares of the Common Stock of Ambit Biosciences Corporation Solexa, Inc. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase __________ shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) Company pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock of the Company in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, other than as contemplated by Article 7 of the Securities Purchase Agreement dated as of November 18, 2005 by and among the Company, the undersigned and the other purchasers named therein (the “Purchase Agreement”); (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered (except to the extent a registration statement pursuant to and as contemplated by Article 7 of the Purchase Agreement is effective) under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do soCompany; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationregistration statement, or the undersigned has provided upon the Company’s reasonable request, an opinion of counsel satisfactory to the Company, stating that such registration is not required. (Date) (Signature) (Print name) For Value Received, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: Address: Dated: ______________________, 20____ Holder’s Signature: Holder’s Address:

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONNET ELEMENT, INC. (1) ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation Net Element, Inc. (the “Company”) pursuant to the terms of the attached WarrantOption, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation Net Element, Inc. (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached WarrantOption, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant the Option have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions set forth in Rule 144 are met and until met; (vi) the undersigned has held is an “accredited investor” within the shares for meaning of Regulation D under the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do soSecurities Act; and (vivii) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationregistration statement, or the undersigned has provided the Company and its transfer agent with an opinion of counsel stating that such registration is not required. (Date) (Signature) (Print name)

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONMannKind Corporation (1) ¨ The undersigned hereby elects to (check one box only): o purchase ___shares of the Common Stock of Ambit Biosciences MannKind Corporation (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if anyfull for such shares. ¨ The undersigned hereby elects to o purchase the number of shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) Company by cashless exercise pursuant to the terms of the net Warrant as shall be issuable upon cashless exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment portion of all applicable transfer taxes, if anythe Warrant relating to ___shares. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (3) If the Warrant is not being exercised in full, please issue a certificate representing a new Warrant evidencing the right of the Holder to purchase the balance of the Exercise Shares purchasable under the Warrant, such certificate to be registered in the name of the undersigned or in such other name as is specified below: (4) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”) and that the undersigned has no present intention of distributing or reselling such sharesshares in violation of the Securities Act; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; , and (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any any 1. disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationregistration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required. (Date) (Signature) (Print name) 2. ASSIGNMENT FORM

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONINTRA-CELLULAR THERAPIES, INC. (1) ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation INTRA-CELLULAR THERAPIES, INC. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) Company pursuant to the terms of the net exercise provisions set forth in Section 2.1 2.2 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock of the Company in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (ia) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (iib) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iiic) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (ivd) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (ve) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do soCompany; and (vif) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationStock

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONSELLER (1) ¨ The undersigned hereby elects to purchase 10,000 shares of the Common Stock of Ambit Biosciences Moorx Xxxical Corporation (the “"Company”") from Chrixxxxxxx X. Xxxxx (xxe "Seller"), pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue arrange for the Seller to transfer a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:: Willxxx X. Xxxxxxxx (Name) 1020 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 (Address) (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s 's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iiiii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s 's own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (viii) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (viiv) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationregistration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONSolexa, Inc. (1) ¨ o The undersigned hereby elects to purchase ___shares of the Common Stock of Ambit Biosciences Corporation Solexa, Inc. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ o The undersigned hereby elects to purchase ___shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) Company pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock of the Company in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, other than as contemplated by Article 7 of the Securities Purchase Agreement dated as of November 18, 2005 by and among the Company and the purchasers named therein (the “Purchase Agreement”); (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered (except to the extent a registration statement pursuant to and as contemplated by Article 7 of the Purchase Agreement is effective) under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationthe

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONSYNCARDIA SYSTEMS, INC. (1) ¨ The undersigned hereby elects to purchase shares of the Common Series E Preferred Stock of Ambit Biosciences Corporation SYNCARDIA SYSTEMS, INC. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Series E Preferred Stock of Ambit Biosciences Corporation SYNCARDIA SYSTEMS, INC. (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Series E Preferred Stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Series E Preferred Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Series E Preferred Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; and (v) the undersigned is aware that the aforesaid shares of Common Series E Preferred Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1) ¨ The undersigned hereby elects Upon receipt of the Notice of Intent, Buyer shall have the right to purchase shares at the Offer Price all, but not less than all, of the Common Stock Offered Items upon terms substantially similar to the Relevant Terms (it being understood that if any terms would be impossible or commercially impracticable for Buyer to match, Buyer shall be given the opportunity to exercise its option as set forth herein on other terms so long as the benefit to the applicable selling party is substantially the same, when taken as a whole, as the Relevant Terms), exercisable by the delivery of Ambit Biosciences Corporation notice to LIW (the “Company”"NOTICE OF EXERCISE"), within forty-five (45) calendar days from the date of receipt of the Notice of Intent. The right of Buyer pursuant to the terms this Section 7.2 shall terminate if not exercised within forty-five (45) calendar days after receipt by Buyer of the attached WarrantNotice of Intent. If the Offer Price, and tenders herewith payment or a portion of the exercise price in fullOffer Price, together involves consideration other than cash, Buyer shall (subject to agreement by Buyer and the Sellers with all applicable transfer taxes, respect to reasonable registration rights for the Sellers if any. ¨ The undersigned hereby elects securities are issued to the Sellers as provided below) have the right to purchase shares the Offered Items for (A) a cash amount equal to the sum of the Common Stock portion of Ambit Biosciences Corporation such consideration which is cash plus (the “Company”B) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrantat Buyer's election, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that either (i) the aforesaid shares amount of Common Stock are being acquired for ILL stock the account fair market value of which (as determined by Houlihan, Lokey, Xxxxxx & Zukin, Inc. or another independent appraiser mutually agreed upon by Buyer and LIW) at such time is equal to the "Cash Value" of the undersigned for investment and not with a view tonon-cash consideration, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) an amount in cash equal to the undersigned is aware "Cash Value" of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; non-cash consideration or (iii) any combination of the undersigned is experienced compensation set forth in making investments clauses (i) or (ii) above. For purposes of this type and has Section 7.2, "Cash Value" shall mean, in the case of securities which are quoted on NASDAQ or any securities exchange, an amount equal to the last reported sales price on such knowledge and background in financial and business matters that exchange for such securities on the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions date of the Securities Act, which exemption depends upon, among other things, the bona fide nature Notice of the investment intent as expressed herein, Intent and, because in the case of securities or other property for which there is no such readily available market price, an amount equal to the fair market value of such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or other property as determined in good faith by an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant investment bank or other entity mutually agreeable to Rule 144 adopted under the Securities Act unless certain conditions are met Buyer and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then LIW in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationtheir reasonable discretion.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1) ¨ . The undersigned hereby elects to purchase shares of the Common Stock stock of Ambit Biosciences Corporation (the “Company”) KALEIDO BIOSCIENCES, INC. pursuant to the terms of the attached Warrantwarrant, and tenders herewith payment of the exercise purchase price of such shares in full, together with all applicable transfer taxes, if any. 1. ¨ The undersigned hereby elects to purchase convert the attached warrant into shares in the manner specified in the warrant. This conversion is exercised with respect to of the Common Stock of Ambit Biosciences Corporation (shares covered by the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if anywarrant. (2) . Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:: (Holder’s Name) (Address) (3) . The undersigned represents that (i) it is acquiring the aforesaid shares of Common Stock are being acquired solely for the its own account of the undersigned and not as a nominee for investment any other party and not with a view to, toward the resale or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing except in compliance with applicable securities laws. PACIFIC WESTERN BANK or reselling such shares; Registered Assignee (iiSignature) the (Date) (a) The undersigned is aware of the Company’s business affairs and financial condition condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in to acquire the Company; (iii) the Securities. The undersigned is experienced purchasing the Securities for its own account for investment purposes only, not as a nominee or agent, and not with a view towards, or for resale in making investments connection with, any “distribution” thereof for purposes of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason . The undersigned has such knowledge and experience in financial business matters and the undersigned is capable of evaluating the merits and risks of the purchase of the Securities and of protecting its interests in connection therewith. (b) The undersigned understands that the Securities have not been registered under the Securities Act in reliance upon a specific exemption from the registration provisions of the Securities Acttherefrom, which exemption depends upon, among other things, the bona fide nature of the undersigned’s investment intent as expressed herein, and, because such securities have not been registered under . (c) The undersigned further understands that the Securities Act, they must be held indefinitely indefinitely, and the undersigned must therefore bear the economic risk therewith, unless the Securities are subsequently registered under the Securities Act or unless an exemption from registration is otherwise available. In addition, the undersigned understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is available; not required. (vd) the The undersigned is aware that familiar with the aforesaid shares provisions of Common Stock may not be sold Rule 144, promulgated pursuant to the Securities Act, which, in substance, permits limited public resale of “restricted Securities” acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. (e) The Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things, the existence of a public market for the Securities, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sales being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of Securities being sold during any three-month period not exceeding specified limitations. (f) The undersigned further understands that in the event that all of the applicable requirements of Rule 144 adopted are not satisfied, registration under the Securities Act unless certain conditions are met and until the Act, compliance with Regulation A, or some other registration exemption will be required. (g) The undersigned has held the shares for the number is an “accredited investor” as defined in Rule 501(a) of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement Regulation D promulgated under the Securities Act covering such proposed disposition Act. HOLDER Common Series A, A1 Preferred Investment $ (8) Series A,A-1 Preferred Shares Series B Preferred $ Series B Preferred Shares (5) Total Preferred Shares % Preferred Fully Diluted Shares (Post First Closing) % of Fully Diluted Series B Preferred $ Series B Preferred Shares (5), (6), (7) Total Preferred Shares % Preferred Fully Diluted Shares (Post First Closing) % of Fully Diluted Flagship Ventures Fund 2007, LP 85,730 $ — 347,173 $ — — 347,173 1.5 % 432,903 1.1 % $ — — 347,173 1.3 % 432,903 1.0 % Flagship Ventures Fund IV, LP — $ 972,226 1,894,223 $ — — 1,894,223 8.3 % 1,894,223 4.8 % $ — — 1,894,223 7.0 % 1,894,223 4.3 % Flagship Ventures Fund V, LP — $ 3,656,944 3,944,184 $ 2,500,002 642,674 4,586,858 20.1 % 4,586,858 11.6 % $ — — 4,586,858 17.0 % 4,586,858 10.5 % Nutritional Health Disruptive Innovation Fund, LP — $ 6,770,831 9,275,111 $ 7,500,002 1,928,021 11,203,132 49.0 % 11,203,132 28.4 % $ — — 11,203,132 41.5 % 11,203,132 25.7 % Nutritional Health Side Fund, L.P. — $ 2,100,000 1,278,720 $ — — 1,278,720 5.6 % 1,278,720 3.2 % $ — — 1,278,720 4.7 % 1,278,720 2.9 % Flagship Opportunities Fund 1 — $ — — $ — — — 0.0 % — 0.0 % $ 10,000,000 2,570,694 2,570,694 9.5 % 2,570,694 5.9 % VentureLabs IV, LLC 85,730 $ — — $ — — — 0.0 % 85,730 0.2 % $ — — — 0.0 % 85,730 0.2 % VentureLabs V, LLC 5,000,000 $ — — $ — — — . 0.0 % 5,000,000 12.7 % $ — — — 0.0 % 5,000,000 11.5 % Xxxxxxxx xxx Xxxxxxxx — $ 500,000 684,932 — $ — 684,932 3.0 % 684,932 1.7 % $ — — 684,932 2.5 % 684,932 1.6 % BMV Direct Co LP (Biomed Realty) (1) $ — 17,192 — — 17,192 0.1 % 17,192 0.0 % $ — — 17,192 0.1 % 17,192 0.0 % OT Microbiome Fund 1 LLC $ 3,270,000 840,617 840,617 3.7 % 840,617 2.1 % $ 1,050,000 269,923 1,110,540 4.1 % 1,110,540 2.5 % Alexandria Equities, LLC $ 2,500,002 642,674 642,674 2.8 % 642,674 1.6 % $ — — 642,674 2.4 % 642,674 1.5 % Venture Craft Two PTE, Ltd. $ 2,000,001 514,139 514,139 2.2 % 514,139 1.3 % $ — — 514,139 1.9 % 514,139 1.2 % Uprising Investors Fund 1, L.P. $ 500,001 128,535 128,535 0.6 % 128,535 0.3 % $ — — 128,535 0.5 % 128,535 0.3 % Uprising Xxxxxxxxxxx Xxxx 0, X.X. $ 500,001 128,535 128,535 0.6 % 128,535 0.3 % $ — — 128,535 0.5 % 128,535 0.3 % Occam Global LLC $ 100,000 25,707 25,707 0.1 % 25,707 0.1 % $ — — 25,707 0.1 % 25,707 0.1 % Xxxxxxxxx Xxxx Xxxxxxxx and such disposition Xxxx Xxxxx Xxxxxxxx $ 750,000 192,802 192,802 0.8 % 192,802 0.5 % $ — — 192,802 0.7 % 192,802 0.4 % Xxxx Xxxxxx $ 100,000 25,707 25,707 0.1 % 25,707 0.1 % $ — — 25,707 0.1 % 25,707 0.1 % Xxxxxx X. Xxxxxxx Revocable Living Trust $ 200,000 51,414 51,414 0.2 % 51,414 0.1 % $ — — 51,414 0.2 % 51,414 0.1 % Xxxxx Xxxxx 2015 Trust $ 249,999 64,267 64,267 0.3 % 64,267 0.2 % $ — — 64,267 0.2 % 64,267 0.1 % Aberdare Management $ 249,999 64,267 64,267 0.3 % 64,267 0.2 % $ — — 64,267 0.2 % 64,267 0.1 % Xxxxx Xxxx $ 249,999 64,267 64,267 0.3 % 64,267 0.2 % $ — — 64,267 0.2 % 64,267 0.1 % Xxxxxxx Xxxxx $ 100,000 25,707 25,707 0.1 % 25,707 0.1 % $ — — 25,707 0.1 % 25,707 0.1 % Xxxx Xxxxxx — — — 0.0 % — 0.0 % $ 5,000,000 1,285,347 1,285,347 4.8 % 1,285,347 2.9 % Dikigoros Holdings, LLC — — 0.0 % 0.0 % $ 40,001 10,283 10,283 0.0 % 10,283 0.0 % VP Company Investments 2016, LLC $ — — — 0.0 % — 0.0 % $ 40,001 10,283 10,283 0.0 % 10,283 0.0 % Xxxxxx LLC (2) 3,300,000 — — $ — — — 0.0 % 3,300,000 8.4 % $ — — — 0.0 % 3,300,000 7.6 % Xxxxxx Founder/Former Employees 342,189 — — $ — — — 0.0 % 342,189 0.9 % $ — — — 0.0 % 342,189 0.8 % Exercised options 1,885,012 0.0 % 1,885,012 4.8 % 0.0 % 1,885,012 4.3 % Total Outstanding 10,698,661 $ 14,000,001 17,441,535 $ 20,770,005 5,339,333 22,780,868 90.6 % 33,470,520 84.8 % $ 16,130,002 4,146,530 26,927,398 99.7 % 37,626,059 86.3 % 0.0 % Square1 Warrant (3) — — 85,617 $ — — 85,617 0.4 % 85,617 0.2 % — — 85,617 0.3 % 85,617 0.2 % Outstanding options (4) 5,205,436 — — $ — — — 0.0 % 5,205,436 13.2 % 0.0 % 5,205,436 11.9 % Options (remaining pool) 701,500 — — $ — — — 0.0 % 701,500 1.8 % — — — 0.0 % 701,500 1.6 % Total 16,605,597 $ 14,000,001 17,527,152 $ 20,770,005 5,339,333 22,866,485 100.0 % 39,472,082 100.0 % $ 16,130,002 4,146,530 27,013,015 100.0 % 43,618,612 100.0 % (1) Xxxxxx landlord (2) Shares issued in exchange for original license to Midori technology. Xxxxxx LLC is made owned by the shareholders of Midori USA Inc. (88% Flagship Funds). (3) Issued in accordance connection with said registrationventure debt facility; exercisable at $0.73 (4) Includes 3.748M share grant to our recently appointed Chairman and CEO, Xxxx Xxxxxx - 1,874,006 shares exercised and subject to reverse vesting schedule, 1,874,007 shares subject to NQ performance based vesting stock option grant (5) Total Authorized Series B is 8,611,826 Shares (6) Total required Series B shares to support second closing is 9,485,863 shares—requiring an increase of 874,037 shares (7) In order to support the project warrant requirement for the expanded Square1 Debt facility-will require an addition 51,413 Series B shares—increasing the total required increase to 925,450 shares (874,037 + 51,413) (8) Includes the $3.5M Flagship invested in Xxxxxx pre merger

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1) ¨ The undersigned hereby elects to purchase shares of the Common Series BB Preferred Stock of Ambit Biosciences Corporation (the “Company”) Metastorm Inc., pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise purchase price for such shares in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Series BB Preferred Stock in the name of the undersigned or in such other name as is specified below: (3) The Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned represents that or in such other name as is specified below: (Date) (Signature) FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the Warrant, with respect to the number of shares of Series BB Preferred Stock of Metastorm Inc. set forth below: and does hereby irrevocably constitute and appoint as its attorney-in-fact to make such transfer on the books of Metastorm Inc. maintained for such purpose, with full power of substitution in the premises. Signature of Holder *Insert here the number of shares without making any adjustment for additional shares of Series BB Preferred Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of the Warrant, may be deliverable upon exercise. THIS JOINDER AGREEMENT, (this “Agreement”), is entered into as of November 9, 2005, by and among (i) Metastorm Inc., a Maryland corporation (the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to“Company”), or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware purchasers (the “Purchasers”) listed on Schedule 1 to the Stock Purchase Agreement of even date herewith (the “Stock Purchase Agreement”), and (iii) the holders of at least two-thirds (2/3) of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment Capital Stock on a Fully-Diluted Basis (as defined in the Fourth Amended and Restated Stockholders Agreement of the Company; (iii) the undersigned is experienced in making investments , dated as of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933October 5, as amended 2005 (the “Securities ActStockholders Agreement”)), by reason on behalf of a specific exemption from the registration provisions all holders of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed Company’s Capital Stock. Capitalized terms used herein, andand not otherwise defined herein, because shall have the respective meanings ascribed to such securities have not been registered under terms in the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationStockholders Agreement.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONCYPRESS BIOSCIENCE, INC. (1) ¨ The undersigned hereby elects to purchase ________ shares of the Common Stock of Ambit Biosciences Corporation Cypress Bioscience, Inc. (the “Company”"Corporation") pursuant to the terms of the attached Warrant, and and: ____ (a) tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby ; or ____ (b) elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of convert the attached Warrant in accordance with Section 2.2 of such Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:: ________________________ (Name) ________________________ (Address) (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s Corporation's business affairs and financial condition and has acquired sufficient information about the Company Corporation to reach an informed and knowledgeable decision regarding its investment in the CompanyCorporation; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s 's own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant may have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities may not have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationmet

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONEPIMMUNE INC. (1) ¨ The undersigned hereby elects to purchase ________ shares of the Common Stock of Ambit Biosciences Corporation Epimmune (the “Company”"COMPANY") pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:: ------------------------ (Name) ------------------------ ------------------------ (Address) (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s 's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s 's own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationregistration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONREVANCE THERAPEUTICS, INC. (1) ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation Revance Therapeutics, Inc. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) Company pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock stock in the name of the undersigned or in such other name as is specified below:: (Name) (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationregistration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required; and (vii) undersigned agrees to continue to be bound by the terms of the Warrant, including the market stand-off agreement in Section 8.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONEXELIXIS, INC. (1) ¨ The undersigned hereby elects to purchase ________ shares of the Common Stock of Ambit Biosciences Corporation EXELIXIS, INC. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase ________ shares of the Common Stock of Ambit Biosciences Corporation EXELIXIS, INC. (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 2.2 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: : (iii) (3) The undersigned represents that that: (iA) It is an “accredited investor” within the aforesaid shares meaning of Common Stock are being acquired for the account Rule 501(a) of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). (B) It has relied completely on the advice of, by reason or has consulted with or has had the opportunity to consult with, its own personal tax, investment, legal or other advisors and has not relied on the Company or any of a specific exemption from its affiliates for advice. (C) It has been advised and understands that the registration provisions offer and sale of the Securities Act, which exemption depends upon, among other things, attached Warrant and the bona fide nature shares of Common Stock issued upon exercise of the investment intent as expressed herein, and, because such securities Warrant (the “Warrant Shares”) have not been registered under the Securities Act, they must . It is able to bear the economic risk of such investment for an indefinite period and to afford a complete loss thereof. (D) It is acquiring the Warrant Shares solely for its own account for investment purposes as a principal and not with a view to the resale of all or any part thereof. It agrees that the Warrant Shares may not be held indefinitely unless subsequently registered resold (1) without registration thereof under the Securities Act or (unless an exemption from such registration is available; ), or (v2) in violation of any law. It acknowledges that the Company is not required to register the Warrant Shares under the Securities Act. It is not and will not be an underwriter within the meaning of Section 2(11) of the Securities Act with respect to the Warrant Shares. (E) No person or entity acting on behalf of, or under the authority of, the undersigned is aware that the aforesaid shares of Common Stock may not or will be sold pursuant entitled to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed any broker’s, finder’s, or similar fees or commission payable by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of its affiliates. (Date) (Signature) (Print name) (To assign the aforesaid shares of Common Stock unless foregoing Warrant, execute this form and until there is then in effect a registration statement under supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the Securities Act covering such proposed disposition foregoing Warrant and such disposition is made in accordance with said registrationall rights evidenced thereby are hereby assigned to Name: _____________________________________________________________________________________________ Address: ____________________________________________________________________________________________ Dated: __________, 2___ Holder’s Signature: _____________________________________ Holder’s Address: ______________________________________

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONGLOBEIMMUNE, INC. (1) ¨ The undersigned hereby elects to purchase shares of the Common Preferred Stock of Ambit Biosciences Corporation GLOBEIMMUNE, INC. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Preferred Stock of Ambit Biosciences Corporation GLOBEIMMUNE, INC. (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Preferred Stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Preferred Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Preferred Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Preferred Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Preferred Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationregistration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1) ¨ The undersigned hereby elects to purchase shares purchase, pursuant to the provisions of the Common Stock Warrant issued by ECOARK HOLDINGS, INC. as of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the attached Warrant, 2017, and tenders held by the undersigned, the original of which is attached hereto, and (check the applicable box): ☐ Tenders herewith payment of the exercise price Exercise Price in fullthe form of cash, together with all applicable via wire transfer taxesof immediately available funds, if any. ¨ The undersigned hereby elects to purchase in the amount of $ for shares of Common Stock. ☐ If this box is checked, as long as the Common Stock of Ambit Biosciences Corporation Company’s transfer agent participates in the DTC Fast Automated Securities Transfer program (“FAST”), and except as otherwise provided in the “Company”) pursuant to next following sentence, the terms Company shall effect delivery of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in to the name Holder by crediting to the account of the undersigned Holder or its nominee at DTC (as specified in such other name as this Exercise Notice) with the number of shares of Common Stock required to be delivered. In the event that the Company’s transfer agent is specified below: (3) The undersigned represents that (i) not a participant in FAST, or if the aforesaid shares of Common Stock are being acquired not otherwise eligible for the account of the undersigned for investment and not with a view to, or for resale in connection withdelivery through FAST, the distribution thereof and that the undersigned has no present intention Company shall effect delivery of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable by delivering to Holder or its nominee physical certificates representing such shares. Information for Delivery of uncertificated Shares by DWAC: Account Name: DTC Number: ☐ If this box is checked, the Holder requests delivery of physical certificates representing the Warrant Shares and requests that such certificates be delivered to the following address: Name: Address: Tax I.D. No. or Social Security No.: If such number of shares shall not be all the shares purchasable upon the exercise of the Warrants evidenced by this Warrant, a new warrant certificate for the balance of such Warrants remaining unexercised shall be registered in the name of and delivered to: Name: Address: Tax I.D. No. or Social Security No.: HOLDER: Name: Title: Date: FOR VALUE RECEIVED, the undersigned Holder of this Warrant have not been registered under hereby sells, assigns and transfers the Securities Act foregoing Warrant and all rights evidenced thereby to Address: Tax ID No.: and does hereby irrevocably constitute and appoint , Attorney, to transfer the within Warrant Certificate on the books of 1933Ecoark Holdings, as amended (the “Securities Act”)Inc., by reason with full power of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationsubstitution.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1) ¨ The undersigned hereby elects In the event that Grantee is entitled to purchase shares of and wishes to exercise the Common Stock of Ambit Biosciences Corporation Option, it shall send to Issuer a written notice (the “Company”"Option Notice" and the date of which being hereinafter referred to as the "Notice Date") pursuant to specifying (i) the terms total number of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in it will purchase pursuant to such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view toexercise, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; aggregate purchase price as provided herein, (iii) a date for the undersigned is experienced in making investments of this type closing (that shall not be less than three (3) Business Days nor more than thirty (30) Business Days) from the Notice Date (the "Closing Date") and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) a place at which the undersigned understands closing of such purchase shall take place (subject to Issuer's approval which shall not be unreasonably withheld); PROVIDED, THAT, if prior notification to or approval of the Federal Reserve or any other Governmental Authority is required in connection with such purchase (each, a "Notification" or an "Approval," as the case may be), (a) Grantee shall promptly file, or cause to be filed, the required notice or application for approval ("Notice/Application"), (b) Grantee shall expeditiously process, or cause to be expeditiously processed, the Notice/Application and (c) for the purpose of determining the Closing Date pursuant to clause (iii) of this sentence, the period of time that otherwise would run from the Notice Date shall instead run from the later of (x) in connection with any Notification, the date on which any required notification periods have expired or been terminated and (y) in connection with any Approval, the date on which such approval has been obtained and any requisite waiting period or periods shall have expired; PROVIDED FURTHER that the shares Option Notice must be made, and the Notice Date must be, no later than the date on which the Exercise Termination Event occurs. For purposes of Common Stock issuable upon Section 2(a) hereof, any exercise of this Warrant the Option shall be deemed to occur on the Notice Date relating thereto. On or prior to the Closing Date, Grantee shall have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions right to revoke its exercise of the Securities Act, which exemption depends upon, among other things, Option in the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware event that the aforesaid shares of Common Stock may transaction constituting a Purchase Event that gives rise to such right to exercise shall not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationhave been consummated.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION Subject to Section 8.5 hereof and to the extent permitted by applicable law, at any time following the receipt of a Trigger Notice or at any time following the commencement of an Insolvency Proceeding, the Convertible Note Secured Parties (other than the Convertible Note Representative) shall have the continuing option (the “Purchase Option”) to purchase all of the Bank Group Obligations from the Bank Group Secured Parties (such Convertible Note Secured Parties that exercise the Purchase Option are hereinafter referred to as the “Purchasing Noteholders”) upon five (5) Business Days prior written notice from the Purchasing Noteholders (or their Representative) to the Bank Group Representative (the “Purchase Notice”). Prior to delivering the Purchase Notice to the Bank Group Representative (hereinafter referred to following the delivery of a Purchase Notice as the “Selling Representative” or “Selling Representatives”), the Purchasing Noteholders shall have delivered cash or other immediately available funds in escrow to such escrow agent (the “Escrow Agent”) as the Purchasing Noteholders shall determine in an aggregate amount equal to the full amount of the Bank Group Obligations (the obligations subject to the Purchase Notice are hereinafter referred to as the “Purchase Option Obligations”) as provided in Section 8.3 hereof on the date of the Purchase Notice (plus such other amounts as the Convertible Note Representative and/or the Escrow Agent shall require in accordance with their arrangements with the Purchasing Noteholders). The Purchasing Noteholders shall send the Purchase Notice to the applicable Selling Representatives only after all required funds have been delivered to the Escrow Agent, and the Escrow Agent shall confirm to the Selling Representatives in writing that such cash or other funds have been so received by Escrow Agent. Once received by the Selling Representatives, the Purchase Notice shall be irrevocable. Notwithstanding anything in this Section 8 to the contrary, if the Restructuring Convertible Note Secured Parties (other than the Restructuring Convertible Note Representative) shall have given a Purchase Notice with respect to any Purchase Option Obligations, the New Money Convertible Note Secured Parties (other than the New Money Convertible Note Representative) may, on or prior to the date specified as the closing date for the purchase of such Purchase Option Obligations in such Purchase Notice, acquire the right to purchase such Purchase Option Obligations from the applicable Restructuring Convertible Note Secured Parties upon one (1) ¨ The undersigned hereby elects Business Day prior written notice and by delivering an amount in cash or other immediately available funds equal to purchase shares the amount deposited with the Escrow Agent by the applicable Restructuring Convertible Note Secured Parties to the Restructuring Convertible Note Representative (such right, the “Right of First Refusal”). To the extent that the Restructuring Convertible Note Secured Parties (other than the Restructuring Convertible Note Representative) wish to exercise the Purchase Option, they shall deliver concurrently with delivery of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant Purchase Notice to the terms applicable Selling Representatives, a copy of such Purchase Notice to the attached WarrantNew Money Convertible Note Secured Parties, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxesas well as details for a bank account to which cash or other immediately available funds should be delivered to, if any. ¨ The undersigned hereby elects the New Money Convertible Note Secured Parties (other than the New Money Convertible Note Representative) wish to purchase shares exercise their Right of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if anyFirst Refusal. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration

NOTICE OF EXERCISE. TOTo: AMBIT BIOSCIENCES CORPORATION (1) ¨ California Micro Devices Corporation The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences California Micro Devices Corporation (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise purchase price for such shares in full. In exercising this Warrant, together with all applicable transfer taxes, if any. ¨ The the undersigned hereby elects to purchase confirms and acknowledges that the shares of the Common Stock of Ambit Biosciences Corporation (to be issued upon conversion thereof are being acquired solely for the “Company”) pursuant to the terms account of the net exercise provisions set forth undersigned and not as a nominee for any other party, or for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in Section 2.1 a violation of the attached WarrantSecurities Act of 1933, and shall tender payment of all as amended, or any applicable transfer taxes, if any. (2) state securities laws. Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (3) The : Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned represents that (i) or in such other name as is specified below: FOR VALUE RECEIVED, the aforesaid undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: and does hereby irrevocably constitute and appoint Attorney to make such transfer on the books of California Micro Devices Corporation, maintained for the purpose, with full power of substitution in the premises. If the Assignee is an “affiliate”, as defined in Rule 405, promulgated by the SEC, please explain the basis for such determination: . The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the shares of stock to be issued upon exercise hereof are being acquired for investment and that the account Assignee will not offer, sell or otherwise dispose of this Warrant or any shares of stock to be issued upon exercise hereof except under circumstances which will not result in a violation of the undersigned Securities Act of 1933, as amended, or any applicable state securities laws. Further, the Assignee has acknowledged that upon exercise of this Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of stock so purchased are being acquired for investment and not with a view totoward distribution or resale. Dated: . RE: Sale of Shares of Common Stock of California Micro Devices Corporation (the “Company”) pursuant to the Company’s Prospectus dated , or for resale 2003 (the “Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, in connection withwith the sale of shares of Common Stock of the Company included in the table of Selling Stockholders in the Prospectus, the distribution thereof and that the undersigned has no present intention sold the Shares pursuant to the Prospectus and in a manner described under the caption “Plan of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment Distribution” in the Company; (iii) Prospectus and that such sale complies with all applicable securities laws, including, without limitation, the undersigned is experienced in making investments Prospectus delivery requirements of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended amended. Record Holder (e.g., if held in name of nominee): Restricted Stock Certificate No.(s): Number of Shares Sold: Date of Sale: In the “Securities Act”), by reason of event that you receive a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (vstock certificate(s) the undersigned is aware that the aforesaid representing more shares of Common Stock may not be than have been sold pursuant by the undersigned, then you should return to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held a newly issued certificate for such excess shares in the shares for the number of years prescribed by Rule 144, that among the conditions for use name of the Rule is the availability of current information Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationcertificate. By Print Name Title Dated:

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1) ¨ . The undersigned hereby elects to purchase shares of the Common Stock stock of Ambit Biosciences Corporation (the “Company”) EVELO BIOSCIENCES, INC. pursuant to the terms of the attached Warrantwarrant, and tenders herewith payment of the exercise purchase price of such shares in full, together with all applicable transfer taxes, if any. 1. ¨ The undersigned hereby elects to purchase convert the attached warrant into shares in the manner specified in the warrant. This conversion is exercised with respect to of the Common Stock of Ambit Biosciences Corporation (shares covered by the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if anywarrant. (2) . Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:: (Holder’s Name) (3) . The undersigned represents that (i) it is acquiring the aforesaid shares of Common Stock are being acquired solely for the its own account of the undersigned and not as a nominee for investment any other party and not with a view to, toward the resale or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing except in compliance with applicable securities laws. PACIFIC WESTERN BANK or reselling such shares; Registered Assignee (iiSignature) the undersigned (Date) (a) Holder is aware of the Company’s business affairs and financial condition condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding to acquire the Securities. Holder is purchasing the Securities for its own account for investment purposes only, not as a nominee or agent, and not with a view towards, or for resale in the Company; (iii) the undersigned is experienced in making investments connection with, any “distribution” thereof for purposes of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason . Holder has such knowledge and experience in financial business matters and Holder is capable of evaluating the merits and risks of the purchase of the Securities and of protecting its interests in connection therewith. (b) Holder understands that the Securities have not been registered under the Securities Act in reliance upon a specific exemption from the registration provisions of the Securities Acttherefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein, and, because such securities have not been registered under . (c) Holder further understands that the Securities Act, they must be held indefinitely indefinitely, and Holder must therefore bear the economic risk therewith, unless the Securities are subsequently registered under the Securities Act or unless an exemption from registration is otherwise available. In addition, Holder understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is available; not required. (vd) Holder is familiar with the undersigned is aware that the aforesaid shares provisions of Common Stock may not be sold Rule 144, promulgated pursuant to the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. (e) The Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things, the existence of a public market for the Securities, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sales being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of securities being sold during any three-month period not exceeding specified limitations. (f) Holder further understands that in the event that all of the applicable requirements of Rule 144 adopted are not satisfied, registration under the Securities Act unless certain conditions are met Act, compliance with Regulation A, or some other registration exemption will be required. (g) Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Permitted Indebtedness (Exhibit A) None Permitted Investments (Exhibit A) – None Permitted Liens (Exhibit A) – None Bank Accounts (Section 5.3) – Checking Accounts: SILICON VALLEY BANK 3003 TASMAN DRIVE 2ND FLOOR, MAIL SORT HF210 XXXXX XXXXX, XXXXXXXXXX 00000 Account Number: 3301272839-2 Purpose: Old Operating Account COMERICA BANK 000 XXXXXXX XXXXXXX XXX XXXX, XX 00000-0000 Account Number: 1894979291 Purpose: Operating Account Account Number: 1894979291 Purpose: Money Market Account Intellectual Property (Section 5.4) – Patents: Title Jurisdiction Application No. Filing date Methods and until the undersigned has held the shares Compositions US 62/162562 5/15/15 Modified Clostridium, Listeria, or Salmonella for the number Treatment of years prescribed by Rule 144Cancer US 62/202,639 8/7/15 Microbiome-Based Cancer Diagnostics US 62/212,415 8/31/15 Microbial Composition and Their Use In Treatment and Prevention Of Allergies US 62/214153 9/3/15 Microbiome-Based Cancer Prognostics US 62/220,124 9/17/15 Microbial Compositions and Uses Thereof US 62/241,644 10/14/15 Bacterial Delivery of Cancer Therapeutics US 62/241,645 10/14/15 Methods Of Administering Agents According To Rorc Levels US 62/243664 10/19/15 Use Of Exosomes In The Treatment and Prevention Of Allergies US 62/248244 10/29/15 Methods Of Administering Agents According To Rorc Levels US 62/253121 11/9/15 Xylose Compositions and Methods For Use Thereof US 62/257714 11/19/15 Probiotic and Prebiotic Compositions, that among the conditions and Methods Of Use Thereof For Modulation Of The Microbiome US 14/952891 11/25/15 Probiotic and Prebiotic Compositions, and Methods Of Use Thereof For Modulation Of The Microbiome WO PCT/US15/62805 11/25/15 Probiotic and Prebiotic Compositions, and Methods Of Use Thereof For Treatment and Prevention Of Graft Verses Host Disease US 14/952887 11/25/15 Probiotic and Prebiotic Compositions, and Methods Of Use Thereof For Treatment and Prevention Of Graft Versus Host Disease US 14/952892 11/25/15 Probiotic and Prebiotic Compositions, and Methods Of Use Thereof For Trearment and Prevention Of Graft Versus Host Disease WO PCT/US15/62808 11/25/15 Probiotic and Prebiotic Compositions, and Methods Of Use Thereof For Treatment and Prevention Of Graft Versus Host Disease WO PCT/US15/62810 11/25/15 Probiotic and Prebiotic Compositions, and Methods Of Use Thereof For Treament Of Gastrointestinal Disorders US 14/952894 11/25/15 Probiotic and Prebiotic Compositions, and Methods Of Use Thereof For Treament Of Gastrointestinal Disorders WO PCT/US15/62809 11/25/15 Probiotic Compositions Containing Clostridiales For Inhibiting Inflammation US 14/952895 11/25/15 Probiotic Compositions Containing Clostridiales For Inhibiting Inflammation WO PCT/US15/62806 11/25/15 Probiotic and Prebiotic Compositions, and Methods Of Use Thereof For Treatment and Prevention Of Graft Versus Host Disease US 14/968086 12/14/15 Enhanced Bifidobacteria Using Genome US 62/276,150 1/7/16 Immune Assays US 62/276,151 1/7/16 Immune Checkpoint Inhibitor Efficacy Biomarkers US 62/276,153 1/7/16 Bone Marrow Transplant Efficacy Biomarkers US 62/276,155 1/7/16 CAR-T Efficacy Biomarkers US 62/276,161 1/7/16 Immunotherapy Efficacy Biomarkers US 62/276,163 1/7/16 Bacterial Outer Membrane Vesicles for use Immune and Anti-Cancer Response (Bifido) US 62/280,656 1/19/16 Bacterial Outer Membrane Vesicles for Immune and Anti-Cancer Response (Strep) US 62/280,658 1/19/16 Microbial Compositions and Their Use in Treatment and Prevention of the Rule Drug Allergies US 62/288,384 1/28/16 Bacterial and Prebiotic Compositions and Methods of Production and Use Thereof WO PCT/US16/18539 2/18/16 Probiotic and Prebiotic Compositions, Methods of Use Thereof for Treatment of Disorders WO PCT/US16/18551 2/18/16 Prebiotic Compounds, Compositions, and Methods of Use Thereof for Treatment of Neurological Disorders US 62/298,556 2/23/16 Use Of Exosomes In The Treatment and Prevention Of Allergies US 62/324,857 4/19/16 Use Of Exosomes In The Treatment and Prevention Of Allergies US 62/344,775 6/2/16 Trademark applications and registrations: EVELO; US; Application No. 86/582,465; Classes 9, 32, 42, and 44; Filed March 31, 2015 ONCOBIOME; US; Application No. 86/300,247; Classes 5, 9, 10, 42 and 44; Filed June 4, 2014 ONCOBIOTIC; US; Application No. 86/808,587; Class 5; Filed Xxxxxxxx 0, 0000 XXX; US; Application No. 86/808,590; Class 5; Filed November 3, 2015 Copyrights applications and registrations: None Prior Names (Section 5.5) – VL28, Inc. VL 28, LLC VL 31, Inc. Epiva Therapeutics, Inc. Epiva Biosciences, Inc. Evelo Therapeutics, Inc. The principal place of business is the availability 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxx, Xxxxxxxxx, XX 00000 Litigation (Section 5.6) – None Inbound Licenses (Section 5.12) – Exclusive License Agreement between University of current information Chicago and Evelo for a royalty bearing worldwide exclusive license to the public about Patent Rights within the Field of Treatment of Cancer by Manipulation of Commensal Microflora. Effective Date March 10, 2016. Exclusive Research and License Agreement between Mayo Foundation for Medical Education and Research and Evelo to advance immune-microbiome-based therapies for cancer. Effective Date June 10, 2016. The undersigned duly elected and qualified Secretary of EVELO BIOSCIENCES, INC. (the “Company”) does hereby certify, solely in his or her capacity as an officer of the Company and not in any individual capacity, that the Company has not made such information available following is a true and has no present plans to do so; and (vi) correct copy of certain resolutions adopted by the undersigned agrees not to make any disposition Company’s Board of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made Directors in accordance with said registrationapplicable law and the Company’s bylaws, and that such resolutions are now unmodified and in full force and effect: BE IT RESOLVED, that: 1) Any one (1) of the following, duly elected officers of the Company (each, an “Authorized Officer”) whose genuine original signature appears next to his or her name is authorized to act for, on behalf of, and in the name of the Company in connection with the resolutions below: 2) Any Authorized Officer may:

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONFOURTEEN22, INC. (1) ¨ The undersigned hereby elects to purchase shares of the Common Series A Preferred Stock of Ambit Biosciences Corporation Fourteen22, Inc. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Series A Preferred Stock of Ambit Biosciences Corporation Fourteen22, Inc. (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Series A Preferred Stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Series A Preferred Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Series A Preferred Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Series A Preferred Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Series A Preferred Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationaccordance

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1a) ¨ The undersigned hereby elects purchase rights represented by this Warrant may be exercised by presentation and surrender of this Warrant to purchase shares the Company at its principal office, at the office of its stock transfer agent or at any other warrant agent designated by the Common Stock of Ambit Biosciences Corporation Company (the “Company”"Warrant Agent") pursuant to if any, with the terms Warrant Exercise Form, a form of the which is attached Warranthereto as EXHIBIT A, duly executed and tenders herewith accompanied by payment of the exercise price Exercise Price for the number of Warrant Shares specified in full, together with all applicable transfer taxessuch form and instruments of transfer, if any. ¨ The undersigned hereby elects to purchase shares of appropriate, duly executed by the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if anyHolder or its duly authorized attorney. (2b) Please On or after December 14, 2008, if the fair market value of one share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below) and (i) any portion of the Warrant Shares issuable upon exercise of this Warrant are not covered by an effective registration statement under the Securities Act, and (ii) the sale of any portion of Warrant Shares are subject to any volume limitations under Rule 144, then in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company or the Warrant Agent together with an executed Cashless Exercise Form in the Form attached hereto as EXHIBIT B in which event the Company shall issue to the Holder a certificate or certificates representing said number of shares of Common Stock in computed using the name following formula: X = Y(A-B) ------ A Where X = the number of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for to be issued to the account Holder Y = the number of shares of Common Stock issuable under the Warrant or, if only a portion of the undersigned for investment Warrant Certificate is being exercised, the portion of the Warrant Certificate being exercised (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined by taking the average of the closing prices of the sales of any shares of Common Stock on all securities exchanges on which the Common Stock is listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day the Common Stock is not with a view toso listed, the average of the representative bid and asked prices quoted in the OTC Bulletin Board as of 4:00 p.m., New York time, or, if on any day any Common Stock is not quoted on the OTC Bulletin Board, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or for resale any similar successor organization, in connection witheach such case averaged over a period of 21 days consisting of the day as of which the fair market value is being determined and the 20 consecutive Business Days prior to such day. If at any time the Common Stock is not listed on any securities exchange or quoted in the OTC Bulletin Board or the over-the-counter market, the distribution thereof fair market value of one share of Common Stock shall be the amount determined in good faith by the Company's Board of Directors. Notwithstanding anything contained herein, any "cashless exercise" of Warrant shall be limited to only those Warrant Shares covered under Sections 4(b)(i) and that (ii). (c) Payment of the undersigned has no present intention aggregate Exercise Price shall be made at the Holder's election (i) by wire transfer in cash or by certified check or cashier's check, payable to the order of distributing or reselling such shares; the Company in accordance with the provisions of Section 4(a), (ii) by "cashless exercise" in accordance with the undersigned is aware provisions of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; Section 4(b), or (iii) by a combination of the undersigned is experienced foregoing methods of exercise selected by the Holder. If this Warrant should be exercised in making investments part only, the Company shall, within ten (10) Business Days of the surrender of this type Warrant, execute and has such knowledge and background in financial and business matters that deliver a new warrant evidencing the undersigned is capable rights of evaluating the merits and risks Holder thereof to purchase the balance of the Warrant Shares issuable hereunder. (d) Upon receipt by the Company of this investment Warrant, together with the Warrant Exercise Form and/or the Cashless Exercise Form, as the case may be, and protecting the undersigned’s own interests; (iv) Exercise Price at its office, or by the undersigned understands that Warrant Agent at its office, in each case in the proper form for exercise, the Holder shall immediately be deemed to be the Holder of record of the shares of Common Stock issuable upon exercise of this Warrant have not been registered under such exercise, notwithstanding that the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions stock transfer books of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because Company shall then be closed or that certificates representing such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may shall not then be sold pursuant actually delivered to Rule 144 adopted under the Securities Act unless certain conditions are met Holder. The Company shall pay any and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use all documentary stamp or similar issue or transfer taxes payable in respect of the Rule is the availability issue or delivery of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then on exercise of this Warrant, but in effect a registration statement under no event shall the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationCompany be responsible or liable for income taxes or transfer taxes upon the issuance or transfer of the Warrant or the Warrant Shares.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONON STAGE ENTERTAINMENT, INC. (1) ¨ The undersigned hereby elects to purchase ________ shares of the Common Preferred Stock of Ambit Biosciences Corporation ON STAGE ENTERTAINMENT, INC. (the “"Company”") pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Preferred Stock in the name of the undersigned or in such other name as is specified below:: ------------------------ (Name) ======================== (Address) (3) The undersigned represents that (i) the aforesaid shares of Common Preferred Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s 's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s 's own interests; (iv) the undersigned understands that the shares of Common Preferred Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Preferred Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Preferred Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationregistration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES (To be executed by the Holder desiring to exercise the right to convert this Note into Units of KINGFISH HOLDING CORPORATION (1, a Delaware corporation) ¨ The undersigned Holder of a Convertible Promissory Note (Note No. 11) hereby elects to purchase exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated May 13, 2015 issued to the Holder by Kingfish Holding Corporation, a Delaware corporation, to receive that number of shares of the Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below. Dated: , _______ Printed Name: Signature: Address: (Signature must conform in all respects to the name of Ambit Biosciences Corporation holder as specified on the face of this Note.) FOR VALUE RECEIVED, the undersigned Kingfish Holding Corporation, a Delaware corporation (the “Company”), promises to pay to the order of Xxxxx X. Xxxxxx (“Payee”, and Payee and any subsequent permitted holder(s) of this Note being referred to collectively as “Holder”), at Holder’s address set forth below (or by wire transfer to Holder’s wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of FORTY THOUSAND DOLLARS ($40,000.00) (the “Principal Amount”), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below. This convertible promissory note (the “Note”) is issued pursuant to the terms of the attached Warrantthat certain Convertible Promissory Note Purchase Agreement (as amended, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “CompanyPurchase Agreement”) pursuant to the terms dated as of the net exercise provisions set forth in Section 2.1 of the attached WarrantMay 13, 2015 by and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about between the Company and the Company has not made Payee. Capitalized terms used herein without definition shall have the meanings given to such information available and has no present plans to do so; and (vi) terms in the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationPurchase Agreement.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION Tenant shall have the right to extend the initial Lease Term for up to fifteen (115) ¨ The undersigned hereby elects years to purchase shares of be exercised at Tenant’s option either as (i) three (3) separate five (5) year options or (ii) a five (5) year option followed by a ten (10) year option or (iii) a ten (10) year option followed by a five (5) year option or (iv) a fifteen (15) year option, each on the Common Stock of Ambit Biosciences Corporation same terms and conditions as stated herein, except that (a) the “Company”Basic Monthly Rent for each Extension Term (hereinafter defined) pursuant to shall be determined as set forth below; and (b) except as established in accordance with the terms of this Exhibit E, there shall be no tenant improvement work performed, or construction allowance paid, by Landlord and (c) Tenant shall be obligated to pay Landlord Tenant’s Proportionate Share of increases in Basic Operating Charges over a Base Operating Expense Amount which shall be the attached Warrant, and tenders herewith payment Basic Operating Charges incurred by Landlord during the first full twelve (12) calendar months after the first day of the exercise price Extension Term [grossed up in full, together accordance with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 5 (c) (i) (a) (i) of the attached WarrantLease] and (iv) there shall be no option to extend the Lease beyond an aggregate of fifteen (15) years. Each such extension of the Lease Term is herein referred to as an “Extension Term”. Landlord agrees that Tenant may exercise any of its options for less than the full Leased Premises, and shall tender payment provided, however, that Tenant must exercise the option for not less than four (4) Full Floors of all applicable transfer taxes, the Building. If Tenant wishes to exercise its option with respect to the Supplemental Premises (if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name Storage Area it must exercise its option as to all of the undersigned or in Supplemental Premises and/or Storage Area. If, with respect to any floor on which Tenant leases space, Tenant exercises any of its options for less than the full amount of space leased by Tenant on such other name as is specified below: (3) The undersigned represents that floor, then, (i) the aforesaid shares portion of Common Stock are being acquired for such floor which is not subject to the account of option (the undersigned for investment "Relinquished Space") shall be in a location and configuration approved by Landlord, which approval shall not with a view tobe unreasonably withheld, conditioned or for resale in connection with, the distribution thereof delayed and that the undersigned has no present intention of distributing or reselling such shares; (ii) Tenant shall, at Tenant's sole cost and expense, construct any demising wall or walls necessary to separate the undersigned is aware Relinquished Space from the space subject to the option. If Landlord fails to approve any Relinquished Space within ten (10) Business Days after Landlord's receipt of the Company’s business affairs and financial condition and has acquired sufficient information about Notice of Exercise (hereinafter defined), Landlord shall be deemed to have approved the Company to reach an informed and knowledgeable decision regarding Relinquished Space. Tenant must exercise its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933right, as amended if at all, by written notification (the “Securities ActNotice of Exercise”), by reason of a specific exemption from ) to Landlord given not less than fifteen (15) months prior to the registration provisions expiration of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of then current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationLease Term.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1a) ¨ The undersigned hereby elects purchase rights represented by this Warrant may be exercised by presentation and surrender of this Warrant to purchase shares the Company at its principal office, at the office of its stock transfer agent or at any other warrant agent designated by the Common Stock of Ambit Biosciences Corporation Company (the “Company”"Warrant Agent") pursuant to if any, with the terms Warrant Exercise Form, a form of the which is attached Warranthereto as EXHIBIT A, duly executed and tenders herewith accompanied by payment of the exercise price Exercise Price for the number of Warrant Shares specified in full, together with all applicable transfer taxessuch form and instruments of transfer, if any. ¨ The undersigned hereby elects to purchase shares of appropriate, duly executed by the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if anyHolder or its duly authorized attorney. (2b) Please Notwithstanding any provisions herein to the contrary, if (i) the fair market value of one share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below) and (ii) any portion of the Warrant Shares issuable upon exercise of this Warrant are not covered by an effective registration statement under the Securities Act, then in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company or the Warrant Agent together with an executed Cashless Exercise Form in the Form attached hereto as EXHIBIT B in which event the Company shall issue to the Holder a certificate or certificates representing said number of shares of Common Stock in computed using the name following formula: X = Y (A-B) -------- A Where X = the number of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for to be issued to the account Holder Y = the number of shares of Common Stock issuable under the Warrant or, if only a portion of the undersigned for investment Warrant Certificate is being exercised, the portion of the Warrant Certificate being exercised (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined by taking the average of the closing prices of the sales of any shares of Common Stock on all securities exchanges on which the Common Stock is listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day the Common Stock is not with a view toso listed, the average of the representative bid and asked prices quoted in the OTC Bulletin Board as of 4:00 p.m., New York time, or, if on any day any Common Stock is not quoted on the OTC Bulletin Board, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or for resale any similar successor organization, in connection witheach such case averaged over a period of 21 days consisting of the day as of which the fair market value is being determined and the 20 consecutive Business Days prior to such day. If at any time the Common Stock is not listed on any securities exchange or quoted in the OTC Bulletin Board or the over-the-counter market, the distribution thereof and that fair market value of one share of Common Stock shall be the undersigned has no present intention amount determined in good faith by the Company's Board of distributing Directors. (c) Payment of the aggregate Exercise Price shall be made at the Holder's election (i) by wire transfer in cash or reselling such shares; by certified check or cashier's check, payable to the order of the Company in accordance with the provisions of Section 4(a), (ii) by "cashless exercise" in accordance with the undersigned is aware provisions of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; Section 4(b), or (iii) by a combination of the undersigned is experienced foregoing methods of exercise selected by the Holder. If this Warrant should be exercised in making investments part only, the Company shall, within five (5) Business Days of the surrender of this type Warrant, execute and has such knowledge and background in financial and business matters that deliver a new warrant evidencing the undersigned is capable rights of evaluating the merits and risks Holder thereof to purchase the balance of the Warrant Shares issuable hereunder. (d) Upon receipt by the Company of this investment Warrant, together with the Warrant Exercise Form and/or the Cashless Exercise Form, as the case may be, and protecting the undersigned’s own interests; (iv) Exercise Price at its office, or by the undersigned understands that Warrant Agent at its office, in each case in the proper form for exercise, the Holder shall immediately be deemed to be the Holder of record of the shares of Common Stock issuable upon exercise of this Warrant have not been registered under such exercise, notwithstanding that the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions stock transfer books of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because Company shall then be closed or that certificates representing such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may shall not then be sold pursuant actually delivered to Rule 144 adopted under the Securities Act unless certain conditions are met Holder. The Company shall pay any and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use all documentary stamp or similar issue or transfer taxes payable in respect of the Rule is the availability issue or delivery of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless on exercise of this Warrant, but in no event shall the Company be responsible or liable for income taxes or transfer taxes upon the issuance or transfer of the Warrant or the Warrant Shares. (e) Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by the Holder, the Holder or any of its Affiliates would beneficially own in excess of 4.99% (the "Maximum Percentage") of the outstanding Common Shares. To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities owned by the Holder) and until there is then in of which warrants shall be exercisable (as among all warrants owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect a registration statement under on the Securities Act covering such proposed disposition applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and such disposition is made all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with said registrationSection 13(d) of the Securities Exchange Act of 1934 Act (the "Exchange Act") and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. For purposes of this Warrant, in determining the number of outstanding Common Shares, the Holder may rely on the number of outstanding Common Shares as reflected in (1) the Company's most recent Form 10-KSB, Form 10-QSB, Current Report on Form 8-K or other public filing with the SEC (as the case may be), (2) a more recent public announcement by the Company or (3) any other notice by the Company setting forth the number of Common Shares outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of Common Shares then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Shares, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Note. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage specified in such notice, provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1) ¨ . The undersigned hereby elects to purchase shares of the Common Stock stock of Ambit Biosciences Corporation (the “Company”) EVELO BIOSCIENCES, INC. pursuant to the terms of the attached Warrantwarrant, and tenders herewith payment of the exercise purchase price of such shares in full, together with all applicable transfer taxes, if any. 1. ¨ The undersigned hereby elects to purchase convert the attached warrant into shares in the manner specified in the warrant. This conversion is exercised with respect to of the Common Stock of Ambit Biosciences Corporation (shares covered by the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if anywarrant. (2) . Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:: (Holder’s Name) (Address) (3) . The undersigned represents that (i) it is acquiring the aforesaid shares of Common Stock are being acquired solely for the its own account of the undersigned and not as a nominee for investment any other party and not with a view to, toward the resale or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing except in compliance with applicable securities laws. PACIFIC WESTERN BANK or reselling such shares; Registered Assignee (iiSignature) the undersigned (Date) (a) Holder is aware of the Company’s business affairs and financial condition condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding to acquire the Securities. Holder is purchasing the Securities for its own account for investment purposes only, not as a nominee or agent, and not with a view towards, or for resale in the Company; (iii) the undersigned is experienced in making investments connection with, any “distribution” thereof for purposes of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason . Holder has such knowledge and experience in financial business matters and Holder is capable of evaluating the merits and risks of the purchase of the Securities and of protecting its interests in connection therewith. (b) Holder understands that the Securities have not been registered under the Securities Act in reliance upon a specific exemption from the registration provisions of the Securities Acttherefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein, and, because such securities have not been registered under . (c) Holder further understands that the Securities Act, they must be held indefinitely indefinitely, and Holder must therefore bear the economic risk therewith, unless the Securities are subsequently registered under the Securities Act or unless an exemption from registration is otherwise available. In addition, Holder understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is available; not required. (vd) Holder is familiar with the undersigned is aware that the aforesaid shares provisions of Common Stock may not be sold Rule 144, promulgated pursuant to the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. (e) The Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things, the existence of a public market for the Securities, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sales being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of securities being sold during any three-month period not exceeding specified limitations. (f) Holder further understands that in the event that all of the applicable requirements of Rule 144 adopted are not satisfied, registration under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number Act, compliance with Regulation A, or some other registration exemption will be required. (g) Holder is an “accredited investor” as defined in Rule 501(a) of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement Regulation D promulgated under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationAct.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1) ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the the. “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration

NOTICE OF EXERCISE. TOAttention: AMBIT BIOSCIENCES CORPORATION (1) ¨ HyperSpace Secretary The undersigned hereby irrevocably elects to exercise the right of purchase shares represented by the attached Warrant for, and to purchase thereunder, the securities of the Common Stock of Ambit Biosciences Corporation Company, as provided for therein, by (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith check applicable subsection): a. tendering payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of Exercise Price per share required under such Warrant for shares; OR b. invoking the net exercise provisions set forth in of Section 2.1 5 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (3) Warrant to purchase such shares. The undersigned hereby represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters warrants that the undersigned is capable of evaluating the merits and risks of this investment and protecting acquiring such shares for the undersigned’s 's own interests; account for investment purposes only, and not for resale or with a view to distribution of such shares or any part thereof. WARRANT HOLDER: (ivname of individual or entity warrant holder) the undersigned (signature) (print name, if signing for entity) Date: Name in which shares should be registered: EXHIBIT C Certificate of Accredited Investor 1. The Lender understands and agrees that the shares of Common Stock issuable upon exercise of this Warrant Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “"Securities Act”"), and the Securities are being offered and sold by reason of a specific the Company to the Lender in reliance upon an exemption from registration provided by Section 4(2) of, or Regulation D promulgated under, the registration provisions Securities Act. Capitalized terms not defined herein shall have the meanings ascribed in the Note and Warrant Purchase Agreement. 2. The Lender understands, acknowledges, and agrees that HyperSpace Communications, Inc. (the "Company") is a development stage entity, with no operating history, no commercial products, and no liquid assets. The Company has provided to Lender its business plan and/or other materials that discuss the goals and mission of the Company (the "Materials"), but in the end analysis, the Materials constitute only a forward-looking plan containing forward-looking statements. These statements relate to future events and involve known and unknown risks and uncertainties that may cause the actual results, levels of activity, performance or achievements of the Company to be materially different from any projections of future results, levels of activity, performance or achievements expressed or implied by the Materials. Since there are many risks, both known and unknown, involved with investing in a development stage entity, the Company has limited the offer or Sale of the Securities Actto "accredited investors" who will evaluate the Company and the Materials critically based on such Lender's own experiences, which exemption depends upon, among other thingswithout reliance upon any disclosure of the Company. The Materials disclose only an expectation of what the Company intends to accomplish based on management's beliefs and assumptions concerning the existing environment. Actual events or results may differ materially. In evaluating the Company and the Securities, the bona fide nature undersigned Lender considered all factors, especially the risks of a development stage venture that will need additional funding, and customer contacts of which it has none, to execute on its business plan, even though there is no assurance that such additional funding or customer contacts will be obtained or available. Lender acknowledges and agrees that the Securities are highly speculative investments that involve a substantial degree of risk of loss, up to and including a loss of Lender's entire investment in the Company. 3. The Lender represents, warrants and covenants (which representations, warranties and covenants shall survive the Closing) to the Company (and acknowledges that the Company is relying thereon) that: (a) he, she or it is authorized to consummate the purchase of the Securities; (b) he, she or it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits, and risks of the investment intent and is able to bear the economic risk of loss of the investment; (c) he, she or it is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act ("Accredited Investor") and is purchasing the Securities for his, her or its own account for investment and not with a view to any resale, distribution or other disposition of the Securities or any part thereof in any transaction that would be in violation of the securities laws of the United States or any State thereof; (d) he, she or it has not purchased the Securities as expressed hereina result of any form of general solicitation or general advertising, and, because such securities have not been registered as those terms are used in Regulation D under the Securities Act, they must be held indefinitely unless subsequently registered including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (e) if he, she or it decides to offer, sell or otherwise transfer any of the Securities, it will not offer, sell or otherwise transfer any of such securities directly or indirectly, unless: (i) the sale is to the Company; (ii) the sale is made pursuant to an effective registration statement; (iii) the sale is made in compliance with the exemption from the registration requirements under the Securities Act provided by Rule 144, Rule 145 or Rule 144A thereunder, if available, and in accordance with any applicable state securities or "Blue Sky" laws; or (iv) the securities are sold in a transaction that does not require registration under the Securities Act or any applicable U.S. state laws and regulations governing the offer and sale of securities; and with respect to subparagraph (iv) hereof, it has prior to such sale furnished to the Company an exemption from such registration is available; opinion of counsel reasonably satisfactory to the Company; (vf) the undersigned is aware Lender understands and acknowledges that the aforesaid shares Securities are "restricted securities" and upon the original issuance thereof, and until such time as the same is no longer required under the applicable requirements of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain or applicable U.S. state laws and regulations, the certificates representing the Securities will bear a legend in substantially the following form: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (D) PURSUANT TO RULE 144 OF THE SECURITIES ACT OF 1933. (g) he, she or it has been afforded the opportunity (i) to ask such questions as the Lender has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and (ii) to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense necessary to verify the accuracy and completeness of the information requested and that he, she or it has considered necessary in connection with its decision to invest in the Securities; (h) he, she or it understands that the Company shall instruct its transfer agent to refuse to register any transfer of Securities without first being notified by the Company that it is satisfied that such transfer is exempt from or not subject to the registration requirements of the Securities Act; (i) he, she or it consents to the Company making a notation on its records or giving instruction to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described herein; (j) the address of the Lender at which the Lender received and accepted the offer to purchase the Securities is the address listed on the signature page to this Certificate; (k) the Company is a development stage entity, and has been operating at a loss and may do so for the foreseeable future; (l) any projections or predictions that may have been made available to Lender are met based on estimates, assumptions and until forecasts which may prove to be incorrect; and no assurance is given that actual results will correspond with the results contemplated by the various projections; (m) at no time has it been explicitly or implicitly represented, guaranteed or warranted to the Lender by the Company, the agents and employees of the Company, or any other person: (i) that Lender will or will not have to remain as owner of the Securities for an exact or approximate length of time; (ii) that a percentage of profit and/or amount or type of consideration will be realized as a result of this investment; (iii) that any cash dividends from Company operations or otherwise will be made to holders of the Securities by any specific date or will be made at all; or (iv) that any specific tax benefits will accrue as a result of an investment in the Company; (n) he, she, or it is capable of bearing the high degree of economic risks and burdens of this development stage venture including, but not limited to, the possibility of complete loss of investment and the lack of a public market which may make it impossible to readily liquidate the investment whenever desired; (o) he, she, or it has had prior personal or business relationships with the Company or its affiliates, or by reason of the undersigned's business or financial experience (either alone or with the aid of a purchaser representative), the undersigned has held the shares for capacity to protect the number of years prescribed by Rule 144undersigned's own interest in connection with this transaction; (p) he, that among she, or it has been advised to consult with the conditions for use of the Rule is the availability of current information to the public about undersigned's own attorney regarding legal matters concerning an investment in the Company and has done so to the Company has not made such information available and has no present plans to do so; and (vi) extent the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationconsiders necessary

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONVIROLOGIC, INC. (1) ¨ [ ] The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation ViroLogic, Inc. (the “"Company”") pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ [ ] The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation ViroLogic, Inc. (the “"Company”") pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:: ------------------------ (Name) ------------------------ ------------------------ (Address) (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s 's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s 's own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONEXELIXIS, INC. (1) ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation EXELIXIS, INC. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation EXELIXIS, INC. (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 2.2 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that that: (iA) It is an “accredited investor” within the aforesaid shares meaning of Common Stock are being acquired for the account Rule 501(a) of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). (B) It has relied completely on the advice of, by reason or has consulted with or has had the opportunity to consult with, its own personal tax, investment, legal or other advisors and has not relied on the Company or any of a specific exemption from its affiliates for advice. (C) It has been advised and understands that the registration provisions offer and sale of the Securities Act, which exemption depends upon, among other things, attached Warrant and the bona fide nature shares of Common Stock issued upon exercise of the investment intent as expressed herein, and, because such securities Warrant (the “Warrant Shares”) have not been registered under the Securities Act, they must . It is able to bear the economic risk of such investment for an indefinite period and to afford a complete loss thereof. (D) It is acquiring the Warrant Shares solely for its own account for investment purposes as a principal and not with a view to the resale of all or any part thereof. It agrees that the Warrant Shares may not be held indefinitely unless subsequently registered resold (1) without registration thereof under the Securities Act or (unless an exemption from such registration is available; ), or (v2) the undersigned is aware in violation of any law. It acknowledges that the aforesaid shares of Common Stock may Company is not be sold pursuant required to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationregister the

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION (1) ¨ The undersigned hereby elects to purchase shares of the Common Series BB Preferred Stock of Ambit Biosciences Corporation (the “Company”) Metastorm Inc., pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise purchase price for such shares in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Series BB Preferred Stock in the name of the undersigned or in such other name as is specified below: (3) The Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned represents that or in such other name as is specified below: (Date) (Signature) FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the Warrant, with respect to the number of shares of Series BB Preferred Stock of Metastorm Inc. set forth below: and does hereby irrevocably constitute and appoint as its attorney-in-fact to make such transfer on the books of Metastorm Inc. maintained for such purpose, with full power of substitution in the premises. Signature of Holder *Insert here the number of shares without making any adjustment for additional shares of Series BB Preferred Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of the Warrant, may be deliverable upon exercise. THIS FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of October 4, 2005, by and among (i) Metastorm Inc., a Maryland corporation (the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to“Company”), or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware Purchasers (the “Series BB Investors”) of the Company’s business affairs Series BB Convertible Preferred Stock, par value $0.01 per share (the “Series BB Preferred Stock”), listed on Schedule 1 to the Stock Purchase Agreement dated as of the date hereof (the “Stock Purchase Agreement”), and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments Series AA Holders (as defined below) of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersignedCompany’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933Series AA Convertible Preferred Stock, as amended par value $0.01 per share (the “Securities ActSeries AA Preferred Stock”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONThis Option may be exercised in accordance with Paragraphs 1 and 2 by written notice to the Administrator at the address provided in this Option Agreement, which notice shall: (1a) ¨ The undersigned hereby elects specify the number of Option Shares to purchase shares be purchased and the Exercise Price to be paid for such Option Shares; (b) if the person exercising this Option is not the Optionee himself, contain or be accompanied by evidence satisfactory to the Administrator of such person’s right to exercise this Option; (c) be accompanied by payment in full of the Common Stock Exercise Price in the form of Ambit Biosciences Corporation (the “Company”) pursuant cash, a certified or cashier’s check to the terms order of the attached WarrantCompany, and tenders herewith or a wire transfer of immediately available funds; provided, however, that the Administrator, in its sole discretion, may accept a personal check in full or partial payment of the exercise price Exercise Price and withholding; and provided, further, that the Optionee may , in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares the sole discretion of the Common Stock Administrator, pay the Exercise Price by the surrender of Ambit Biosciences Corporation (Shares, including Vested, but unexercised Option Shares and Purchased Shares. If the “Company”) pursuant Exercise Price is paid with Shares, including Vested, but unexercised Option Shares and Purchased Shares, the amount of such payment will equal to the terms Fair Market Value on the Date of Exercise of the net exercise provisions set forth in Section 2.1 of the attached WarrantShares, and shall tender payment of all applicable transfer taxesVested but unexercised Option Shares, if any.or Purchased Shares surrendered; (2d) Please issue a certificate or certificates representing said shares of Common Stock in be accompanied by the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and amount that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of Company deems necessary to satisfy the Company’s business affairs and financial condition and has acquired sufficient information about the Company obligation to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933withhold federal, as amended (the “Securities Act”)state, or local income or other taxes incurred by reason of a specific exemption from the registration provisions exercise. Such amount shall be paid in cash; provided, however, that such amount may, in the sole discretion of the Securities ActAdministrator, which exemption depends uponbe paid by the surrender of Shares, among other thingsincluding Vested, but unexercised Option Shares, and Purchased Shares. If withholding is paid with Shares, Vested but Unexercised Option Shares or Purchased Shares, the bona fide nature amount of such payment will be equal to the Fair Market Value on the Date of Exercise of the investment intent as expressed hereinShares, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act Vested but Unexercised Option Shares or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationPurchased Shares surrendered.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONEPIMMUNE INC. (1) ¨ The undersigned hereby elects to purchase ________ shares of the Common Stock of Ambit Biosciences Corporation Epimmune (the “Company”"COMPANY") pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:: _________________________ (Name) _________________________ _________________________ (Address) (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s 's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s 's own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationregistration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONEXELIXIS, INC. (1) ¨ The undersigned hereby elects to purchase ________ shares of the Common Stock of Ambit Biosciences Corporation EXELIXIS, INC. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase ________ shares of the Common Stock of Ambit Biosciences Corporation EXELIXIS, INC. (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 2.2 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: : (iv) (3) The undersigned represents that that: (iA) It is an “accredited investor” within the aforesaid shares meaning of Common Stock are being acquired for the account Rule 501(a) of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). (B) It has relied completely on the advice of, by reason or has consulted with or has had the opportunity to consult with, its own personal tax, investment, legal or other advisors and has not relied on the Company or any of a specific exemption from its affiliates for advice. (C) It has been advised and understands that the registration provisions offer and sale of the Securities Act, which exemption depends upon, among other things, attached Warrant and the bona fide nature shares of Common Stock issued upon exercise of the investment intent as expressed herein, and, because such securities Warrant (the “Warrant Shares”) have not been registered under the Securities Act, they must . It is able to bear the economic risk of such investment for an indefinite period and to afford a complete loss thereof. (D) It is acquiring the Warrant Shares solely for its own account for investment purposes as a principal and not with a view to the resale of all or any part thereof. It agrees that the Warrant Shares may not be held indefinitely unless subsequently registered resold (1) without registration thereof under the Securities Act or (unless an exemption from such registration is available; ), or (v2) in violation of any law. It acknowledges that the Company is not required to register the Warrant Shares under the Securities Act. It is not and will not be an underwriter within the meaning of Section 2(11) of the Securities Act with respect to the Warrant Shares. (E) No person or entity acting on behalf of, or under the authority of, the undersigned is aware that the aforesaid shares of Common Stock may not or will be sold pursuant entitled to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed any broker’s, finder’s, or similar fees or commission payable by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of its affiliates. (Date) (Signature) (Print name) (To assign the aforesaid shares of Common Stock unless foregoing Warrant, execute this form and until there is then in effect a registration statement under supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the Securities Act covering such proposed disposition foregoing Warrant and such disposition is made in accordance with said registrationall rights evidenced thereby are hereby assigned to Name: _____________________________________________________________________________________________ Address: _____________________________________________________________________________________________ Dated: __________, 2___ Holder’s Signature: _____________________________________ Holder’s Address: ______________________________________

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONSAVE THE WORLD AIR, INC., a Nevada corporation (1) ¨ The undersigned hereby elects to purchase ______________ shares of the Common Stock of Ambit Biosciences Corporation (the "Shares") of Save the World Air, Inc. (“CompanyIssuer”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise purchase price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock the Shares in the name of the undersigned or in such other name as is specified below: Address: (3) The undersigned represents confirms that he is an “accredited investor” as defined by Rule 501(a) under the Securities Act of 1933, as amended, at the time of execution of this Notice. (i4) The undersigned confirms that the aforesaid shares of Common Stock Shares are being acquired for the account of the undersigned for investment only and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling selling the Shares. (5) The undersigned accepts such shares; Shares subject to the restrictions on transfer set forth in the attached Warrant. (ii6) The undersigned acknowledges that the Issuer has given it access to all information relating to the Issuer’s business that the undersigned is aware of has requested. The undersigned has reviewed all materials relating to the CompanyIssuer’s business affairs and business, financial condition and operations which it has acquired sufficient information about requested and the Company to reach an informed and knowledgeable decision regarding its investment undersigned has reviewed all of such materials as the undersigned, in the Company; (iii) undersigned’s sole and absolute discretion has deemed necessary or desirable. The undersigned has had an opportunity to discuss the business, management and financial affairs of the Issuer with the Issuer’s management. Specifically but not by way of limitation, the undersigned is experienced in making investments acknowledges the Issuer’s publicly available filings made periodically with the SEC, which filings are available at xxx.xxx.xxx and which filings the undersigned acknowledges reviewing or having had the opportunity of this type reviewing. (7) The undersigned acknowledges that it has, by reason of its business and has financial experience, such knowledge knowledge, sophistication and background experience in financial and business matters and in making investment decisions of this type that the undersigned it is capable of (i) evaluating the merits and risks of this an investment in the Shares and protecting the undersigned’s own interestsmaking an informed investment decision in connection therewith; (ivii) protecting its own interest; and (iii) bearing the economic risk of such investment for an indefinite period of time for shares which are not transferable or freely tradable. The undersigned hereby agrees to indemnify the Issuer and the officers, directors and employees thereof harmless against all liability, costs or expenses (including reasonable attorneys’ fees) arising by reason of or in connection with any misrepresentation or any breach of warranties or representations of the undersigned understands that contained in this Notice, or arising as a result of the shares sale or distribution of Common Stock the Shares issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933Warrants. The representations and warranties contained herein shall be binding upon the heirs, as amended (the “Securities Act”)legal representatives, by reason of a specific exemption from the registration provisions successors and assigns of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationundersigned.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES PLANETOUT CORPORATION (1) ¨ [ ] The undersigned hereby elects to purchase purchase___________ shares of the Common Series_______ Preferred Stock (the "Series preferred Stock") of Ambit Biosciences PlanetOut Corporation (the “Company”"Corporation") pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ [ ] The undersigned hereby elects to purchase purchase___________ shares of the Common Series_____ Preferred Stock of Ambit Biosciences Corporation (the “Company”"Series Preferred Stock") of the Corporation pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Series Preferred Stock in the name of the undersigned or in such other name as is specified below:: ____________________________ (Name) ____________________________ ____________________________ (Address) (3) The undersigned represents that (i) the aforesaid shares of Common Series Preferred Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s Corporation's business affairs and financial condition and has acquired sufficient information about the Company Corporation to reach an informed and knowledgeable decision regarding its investment in the CompanyCorporation; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s undersigned own interests; (iv) the undersigned understands that the shares of Common Series Preferred Stock issuable upon up in exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Series preferred Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company Corporation and the Company Corporation has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Series Preferred Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationregistration statement, or the undersigned has provided the Corporation with an opinion of counsel satisfactory to the Corporation, stating that such registration is not required.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONREVANCE THERAPEUTICS, INC. (1) ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation Revance Therapeutics, Inc. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) Company pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationregistration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required; and (vii) undersigned agrees to continue to be bound by the terms of the Warrant, including the market stand-off agreement in Section 8.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION Subject to Section 4 hereof, the Vested Portion may be exercised by delivering to the Company at its principal office written notice of intent to so exercise in the form attached hereto as Exhibit A (1) ¨ The undersigned hereby elects to purchase shares such notice, a “Notice of Exercise”). Such Notice of Exercise shall be accompanied by payment in full of the Common Stock aggregate Option Price for the Shares to be exercised. In the event that the Option is being exercised by the Participant’s representative, the Notice of Ambit Biosciences Corporation Exercise shall be accompanied by proof (the “Company”) pursuant satisfactory to the terms Committee) of the attached Warrant, and tenders herewith payment of representative’s right to exercise the exercise price in full, together with all applicable transfer taxes, if anyOption. ¨ The undersigned hereby elects aggregate Option Price for the Shares to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that be exercised may be paid (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view toin cash or its equivalent (e.g., or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such sharesby cashier’s check); (ii) to the undersigned is aware of extent permitted by the Company’s business affairs Committee, in its sole discretion, in Shares (whether or not previously owned by the Participant) having a Fair Value equal to the aggregate Option Price for the Shares being purchased and financial condition and has acquired sufficient information about satisfying such other requirements as may be imposed by the Company to reach an informed and knowledgeable decision regarding its investment in the CompanyCommittee; (iii) partly in cash and, to the undersigned is experienced extent permitted by the Committee in making investments of this type and has its sole discretion, partly in such knowledge and background Shares (as described in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests(ii) above); (iv) to the undersigned understands that extent permitted by the shares Committee, in its sole discretion, by reducing the number of Common Stock issuable Shares otherwise deliverable upon the exercise of this Warrant have not been registered under the Securities Act Option by the number of 1933, as amended (Shares having a Fair Value equal to the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act aggregate Option Price; or an exemption from such registration is available; (v) the undersigned if there is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares a public market for the number Shares at such time, subject to such requirements as may be imposed by the Committee, through the delivery of years prescribed by Rule 144, that among irrevocable instructions to a broker to sell Shares obtained upon the conditions for use exercise of the Rule is the availability of current information Option and to deliver promptly to the public about Company an amount out of the Company proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. In the event of the Participant’s death, the Vested Portion shall be exercisable by the trustee of any family trust or estate planning entity to which the Option has been transferred, by the executor or administrator of the Participant’s estate, or the person or persons to whom the Participant’s rights under this Award Agreement shall pass by will or by the laws of descent and distribution, as the case may be. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions of this Award Agreement and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationPlan.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONREPLY!, INC. (1) ¨ . The undersigned hereby elects to purchase ________________ shares of the Common Warrant Stock of Ambit Biosciences Corporation (the “Company”) Reply!, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise purchase price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) . Please issue a certificate or certificates representing said shares of Common Warrant Stock in the name of the undersigned or in such other name as is specified below: (Date) (Name of Warrant Holder) By: Title: In connection with the purchase of the Warrant Stock, the undersigned hereby represents to Reply!, Inc. (the “Company”) as follows: (3a) The undersigned represents that Warrant Stock to be received upon the exercise of the Warrant (ithe “Securities”) the aforesaid shares of Common Stock are being will be acquired for the account of the undersigned investment for investment its own account, not as a nominee or agent, and not with a view toto the sale or distribution of any part thereof, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of selling, granting participation in or otherwise distributing or reselling such shares; (ii) the same, but subject, nevertheless, to any requirement of law that the disposition of its property shall at all times be within its control. By executing this Investment Representation Statement, the undersigned is aware of further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; Securities. (iiib) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the The undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have Securities are not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, on the ground that the issuance of such securities is exempt pursuant to Section 4(2) of the Act and state law exemptions relating to offers and sales not by reason means of a specific public offering, and that the Company’s reliance on such exemptions is predicated on the undersigned’s representations set forth herein. (c) The undersigned agrees that in no event will it make a disposition of the Securities unless and until (i) it shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and if requested by the Company, (ii) it shall have furnished the Company with an opinion of counsel satisfactory to the Company and the Company’s counsel to the effect that (A) appropriate action necessary for compliance with the Act and any applicable state securities laws has been taken or an exemption from the registration provisions requirements of the Securities ActAct and such laws is available, which exemption depends uponand (B) the proposed transfer will not violate any of said laws. (d) The undersigned acknowledges that an investment in the Company is highly speculative and represents that it is able to fend for itself in the transactions contemplated by this Investment Representation Statement, among other thingsis an “Accredited Investor” as that term is defined in Rule 501 of Regulation D promulgated under the Act or has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investments, and has the bona fide nature ability to bear the economic risks (including the risk of a total loss) of its investment. The undersigned represents that it has had the opportunity to ask questions of the investment intent as expressed hereinCompany concerning the Company’s business and assets and to obtain any additional information which it considered necessary to verify the accuracy of or to amplify the Company’s disclosures, and, because such securities and has had all questions which have not been registered under asked by it satisfactorily answered by the Company. (e) The undersigned acknowledges that the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the . The undersigned is aware that of the aforesaid shares provisions of Common Stock may not be sold pursuant to Rule 144 adopted promulgated under the Securities Act unless which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions are met conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and until paid for the undersigned has held security to be sold, the shares for sale being through a “broker’s transaction” or in transactions directly with a “market makers” (as provided by Rule 144(f)) and the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has shares being sold during any three-month period not made such information available and has no present plans to do so; and exceeding specified limitations. Dated: __________________ XXXXX XXXXXX (viTyped or Printed Name) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationBy: /s/ Xxxxx Xxxxxx (Signature) CEO (Title)

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONAVALANCHE BIOTECHNOLOGIES, INC. (1) ¨ The undersigned hereby elects to purchase shares of the Common Series A Preferred Stock of Ambit Biosciences Corporation AVALANCHE BIOTECHNOLOGIES, INC. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase shares of the Common Series A Preferred Stock of Ambit Biosciences Corporation AVALANCHE BIOTECHNOLOGIES, INC. (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Series A Preferred Stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that (i) the aforesaid shares of Common Series A Preferred Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Series A Preferred Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Series A Preferred Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Series A Preferred Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationregistration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required.

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATIONEXELIXIS, INC. (1) ¨ The undersigned hereby elects to purchase ________ shares of the Common Stock of Ambit Biosciences Corporation EXELIXIS, INC. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. ¨ The undersigned hereby elects to purchase ________ shares of the Common Stock of Ambit Biosciences Corporation EXELIXIS, INC. (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 2.2 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: : (ii) (3) The undersigned represents that that: (iA) It is an “accredited investor” within the aforesaid shares meaning of Common Stock are being acquired for the account Rule 501(a) of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). (B) It has relied completely on the advice of, by reason or has consulted with or has had the opportunity to consult with, its own personal tax, investment, legal or other advisors and has not relied on the Company or any of a specific exemption from its affiliates for advice. (C) It has been advised and understands that the registration provisions offer and sale of the Securities Act, which exemption depends upon, among other things, attached Warrant and the bona fide nature shares of Common Stock issued upon exercise of the investment intent as expressed herein, and, because such securities Warrant (the “Warrant Shares”) have not been registered under the Securities Act, they must . It is able to bear the economic risk of such investment for an indefinite period and to afford a complete loss thereof. (D) It is acquiring the Warrant Shares solely for its own account for investment purposes as a principal and not with a view to the resale of all or any part thereof. It agrees that the Warrant Shares may not be held indefinitely unless subsequently registered resold (1) without registration thereof under the Securities Act or (unless an exemption from such registration is available; ), or (v2) in violation of any law. It acknowledges that the Company is not required to register the Warrant Shares under the Securities Act. It is not and will not be an underwriter within the meaning of Section 2(11) of the Securities Act with respect to the Warrant Shares. (E) No person or entity acting on behalf of, or under the authority of, the undersigned is aware that or will be entitled to any broker’s, finder’s, or similar fees or commission payable by the aforesaid Company or any of its affiliates. (Date) (Signature) (Print name) (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: Address: Dated: __________, 2___ Holder’s Signature: Holder’s Address: NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. THIS CERTIFIES THAT, for value received, SYMPHONY EVOLUTION HOLDINGS LLC, a Delaware limited liability company, with its principal office at 0000 Xxxxxxx Xxxxx, Suite 325, Rockville, MD 20850, or its assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (as defined below) from EXELIXIS, INC., a Delaware corporation, with its principal office at 000 Xxxxxx Xxx, X.X. Xxx 000, Xxxxx Xxx Xxxxxxxxx, XX 00000 (the “Company”), up to _________________________ ( ) [FILL IN NUMBER OF SHARES AT ISSUANCE BASED ON SECTION 2.02 OF WARRANT PURCHASE AGREEMENT] shares of Common Stock may not be sold Stock, par value $0.001 per share, of the Company (the “Common Stock”). 1. This Warrant is being issued pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use terms of the Rule is the availability Warrant Purchase Agreement, dated as of current information to the public about June 9, 2005, between the Company and Holder (the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration“Warrant Purchase Agreement”).

NOTICE OF EXERCISE. TO: AMBIT BIOSCIENCES CORPORATION Subject to Section 4 hereof, the Vested Portion may be exercised by delivering to the Company at its principal office written notice of intent to so exercise in the form attached hereto as Exhibit A (1) ¨ The undersigned hereby elects to purchase shares such notice, a “Notice of Exercise”). Such Notice of Exercise shall be accompanied by payment in full of the Common Stock aggregate Option Price for the Shares to be exercised. In the event that the Option is being exercised by the Participant’s representative, the Notice of Ambit Biosciences Corporation Exercise shall be accompanied by proof (the “Company”) pursuant satisfactory to the terms Board) of the attached Warrant, and tenders herewith payment of representative’s right to exercise the exercise price in full, together with all applicable transfer taxes, if anyOption. ¨ The undersigned hereby elects aggregate Option Price for the Shares to purchase shares of the Common Stock of Ambit Biosciences Corporation (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (3) The undersigned represents that be exercised may be paid (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view toin cash or its equivalent (e.g., or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such sharesby cashier’s check); (ii) to the undersigned is aware of extent permitted by the Company’s business affairs Board, in its sole discretion, in Shares (whether or not previously owned by the Participant) having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and financial condition and has acquired sufficient information about satisfying such other requirements as may be imposed by the Company to reach an informed and knowledgeable decision regarding its investment in the CompanyBoard; (iii) partly in cash and, to the undersigned is experienced extent permitted by the Board in making investments of this type and has its sole discretion, partly in such knowledge and background Shares (as described in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests(ii) above); (iv) to the undersigned understands that extent permitted by the shares Board, in its sole discretion, by reducing the number of Common Stock issuable Shares otherwise deliverable upon the exercise of this Warrant have not been registered under the Securities Act Option by the number of 1933, as amended (Shares having a Fair Market Value equal to the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act aggregate Option Price; or an exemption from such registration is available; (v) the undersigned if there is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares a public market for the number Shares at such time, subject to such requirements as may be imposed by the Board, through the delivery of years prescribed by Rule 144, that among irrevocable instructions to a broker to sell Shares obtained upon the conditions for use exercise of the Rule is the availability of current information Option and to deliver promptly to the public about Company an amount out of the Company proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. In the event of the Participant’s death, the Vested Portion shall be exercisable by the trustee of any family trust or estate planning entity to which the Option has been transferred, by the executor or administrator of the Participant’s estate, or the person or persons to whom the Participant’s rights under this Award Agreement shall pass by will or by the laws of descent and distribution, as the case may be. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions of this Award Agreement and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registrationPlan.