Common use of /s/ Xxxxxx X Clause in Contracts

/s/ Xxxxxx X. Xxxx -------------------------------------------- Notary Public (SEAL) My Commission Expires: Nov. 11, 2003 --------------------- FOURTH AMENDED AND RESTATED WAREHOUSING PROMISSORY NOTE Date: December 31, 2001 FOR VALUE RECEIVED, the undersigned, ACCREDITED HOME LENDERS, INC., a California corporation ("AHL") and ACCREDITED HOME CAPITAL, INC., a Delaware corporation ("AHC") (AHL and AHC are collectively referred to as the "Borrower" and individually, as "Co-Borrower") promise to pay to the order of RESIDENTIAL FUNDING CORPORATION, a Delaware corporation ("Lender" or, together with its successors and assigns, "Holder") whose principal place of business is 0000 Xxxxxxxxxx Xxxx Xxxx., Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000, or at such other place as the Holder may designate from time to time, (i) a principal sum equal to the amount of Warehousing Advances outstanding under the Agreement (as that term is defined below), (ii) interest on that amount from the date of each Warehousing Advance until repaid in full, and (iii) all other fees, charges and other Obligations due under the Agreement (including reasonable attorneys' fees and expenses incurred in connection with the collection of this Note), at the rates and at the times set forth in the Agreement. All payments under this Note and the Agreement must be made in lawful money of the United States and in immediately available funds. This Note evidences a line of credit and is the Warehousing Note referred to in that certain Warehousing Credit, Term Loan and Security Agreement dated March 17, 1999, between Borrower and Lender (as amended, restated, renewed or replaced, the "Agreement"). Reference is made to the Agreement (which is incorporated by reference as fully and with the same effect as if set forth at length in this Note) for a description of the Collateral and a statement of (a) the covenants and agreements made by Borrower, (b) the rights and remedies granted to Lender and (c) the other matters governed by the Agreement. Capitalized terms not otherwise defined in this Note have the meanings set forth in the Agreement. Borrower is issuing this Note in replacement for, and not in satisfaction of, that certain Second Amended and Restated Warehousing Promissory Note dated December 28, 2001 (the "Existing Note") to evidence its Obligations under the Agreement. All amounts owed by Borrower under the Existing Note (including the unpaid principal of the Existing Note, accrued and unpaid interest on that principal and any accrued and unpaid fees and charges payable by Borrower under the Agreement, whether or not any of those amounts are currently due and payable) as of the date of this Note are owed under and evidenced by this Note. In addition to principal, interest, fees and other charges payable by Borrower under this Note and the Agreement, Borrower must pay all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel (including allocated costs of internal counsel), in connection with the enforcement and collection of this Note. Borrower waives demand, notice, protest and presentment in connection with collection of amounts outstanding under this Note. The promises and agreements herein shall be construed to be and are hereby declared to be the joint and several promises and agreements of each Co-Borrower and shall constitute the joint and several obligation of each Co-Borrower and shall be fully binding upon and enforceable against each Co-Borrower. The release of any party to this Note shall not affect or release the joint and several liability of any other party. The Lender may at its option enforce this Note against one or all of the Co-Borrower, and the Lender shall not be required to resort to enforcement against each Co-Borrower and the failure to proceed against or join each Co-Borrower shall not affect the joint and several liability of each Co-Borrower. This Note is governed by the laws of the State of Minnesota, without reference to its principles or conflicts of laws.

/s/ Xxxxxx X. Xxxx -------------------------------------------- Notary Public (SEAL) My Commission ExpiresXxxxx By: Nov. 11------------------------ Name: Xxxxxx X. Xxxxx Title: Senior Vice President - Finance & Chief Financial Officer Executive: /S/ Xxxxxxxx X. Saffron ------------------------ Name: Xxxxxxxx X. Saffron EXHIBIT 10.90 - AMENDMENT As of April 18, 2003 --------------------- FOURTH AMENDED AND RESTATED WAREHOUSING PROMISSORY NOTE Date2002 Xxxxxxxx X. Saffron, Esq. 000 Xxxxxxx Xxxxx Xxxxxx, XX 00000 Dear Cliff: December 31, 2001 FOR VALUE RECEIVED, the undersigned, ACCREDITED HOME LENDERS, INC., a California corporation ("AHL") and ACCREDITED HOME CAPITAL, INC., a Delaware corporation ("AHC") (AHL and AHC are collectively referred to as the "Borrower" and individually, as "Co-Borrower") promise to pay Reference is made to the order Employment Agreement between the Company and yourself dated as of RESIDENTIAL FUNDING CORPORATIONFebruary 1, a Delaware corporation 2002 ("Lender" or, together with its successors and assigns, "Holder") whose principal place of business is 0000 Xxxxxxxxxx Xxxx Xxxx., Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000, or at such other place as the Holder may designate from time to time, (i) a principal sum equal to the amount of Warehousing Advances outstanding under the Agreement (as that term is defined below), (ii) interest on that amount from the date of each Warehousing Advance until repaid in full, and (iii) all other fees, charges and other Obligations due under the Agreement (including reasonable attorneys' fees and expenses incurred in connection with the collection of this Note), at the rates and at the times set forth in the Agreement. All payments under this Note and the Agreement must be made in lawful money of the United States and in immediately available funds. This Note evidences a line of credit and is the Warehousing Note referred to in that certain Warehousing Credit, Term Loan and Security Agreement dated March 17, 1999, between Borrower and Lender (as amended, restated, renewed or replaced, the "Agreement"). Reference That Agreement provides the terms of your employment by ImClone Systems Incorporated commencing February 1, 2002, and it is made the intent of the Company and yourself through this letter amendment (the "Amendment") to make certain changes to the Agreement, as follows: In Section 1, "Employment", your title, reflected in the Agreement as Vice President and Special General Counsel (which is incorporated by reference as fully SGC), shall be changed to "Senior Vice President and with Special General Counsel (SGC)". In addition to the same effect as if set forth at length in this Note) for a description of the Collateral and a statement of (a) the covenants and agreements made by Borrower, (b) the rights and remedies granted to Lender and (c) the other matters governed by the Agreement. Capitalized terms not otherwise defined in this Note have the meanings Stock Option award set forth in the Agreement. Borrower is issuing this Note in replacement for, and not in satisfaction of, that certain Second Amended and Restated Warehousing Promissory Note dated December 28, 2001 (the "Existing Note"Section 5(b) to evidence its Obligations under the Agreement. All amounts owed by Borrower under the Existing Note (including the unpaid principal of the Existing Note, accrued and unpaid interest on that principal and any accrued and unpaid fees and charges payable by Borrower under the Agreement, whether the Company awards you additional Stock Options as set forth below: The Board of Directors of the Company has approved a stock option grant to Executive to acquire 10,000 shares of the Company's common stock (each, an "Option" and collectively the "Options") at a price of $ 21.54 per share under such terms and conditions as provided for under the Company's then existing stock option plans which are not inconsistent with the following paragraph. The Options described in paragraph (i) above shall be granted subject to the following terms and conditions: (A) except as provided below, the Options shall be granted under and subject to the Company's stock option plan; (B) the exercise price per share of each Option shall be $ 21.54, which was the closing price of the Company's common stock on the NASDAQ (or not any such other principal trading market for the Company's common stock) on April 18, 2002, the date that this grant was approved by the Board; (C) the Options shall be vested and exercisable as to 25% of those amounts are currently due the shares subject thereto on each of the first, second, third and payable) as fourth anniversaries of the date of this Note grant; provided, that, Executive is then employed; (D) each Option shall be exercisable for the ten (10) year period following the date of grant; provided, that, Executive is then employed; and (E) each Option shall be evidenced by, and subject to, a stock option agreement whose terms and conditions are owed under and evidenced consistent with the terms of employees of the Company who are at a vice president level. "Section 5(c) of the Agreement is amended to add the following additional language: "In addition, during the Employment Period, the Company shall provide the Executive a reasonable automobile allowance as determined by this Notethe CEO". In addition to principalall other aspects the Agreement remains unchanged. Kindly enter into the Amendment by signing below. Very truly yours, interest/S/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Senior Vice President, fees Chief Financial Officer and other charges payable by Borrower under this Note and the Agreement, Borrower must pay all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel (including allocated costs of internal counsel), in connection with the enforcement and collection of this Note. Borrower waives demand, notice, protest and presentment in connection with collection of amounts outstanding under this Note. The promises and agreements herein shall be construed to be and are hereby declared to be the joint and several promises and agreements of each Co-Borrower and shall constitute the joint and several obligation of each Co-Borrower and shall be fully binding upon and enforceable against each Co-Borrower. The release of any party to this Note shall not affect or release the joint and several liability of any other party. The Lender may at its option enforce this Note against one or all of the Co-Borrower, and the Lender shall not be required to resort to enforcement against each Co-Borrower and the failure to proceed against or join each Co-Borrower shall not affect the joint and several liability of each Co-Borrower. This Note is governed by the laws of the State of Minnesota, without reference to its principles or conflicts of laws.Secretary Agreed to: /S/ Xxxxxxxx X. Saffron ---------------------------- Xxxxxxxx X. Saffron

/s/ Xxxxxx X. Xxxx -------------------------------------------- Notary Public Xxxxxx Agreed to and accepted on this 21st day of May, 2020 EMPLOYER: URBAN EDGE PROPERTIES By: /s/ Xxxxxx X. Xxxxxx III Xxxxxx X. Xxxxxx III EVP & General Counsel Schedule A Sign-On LTIP Unit Awards The following outstanding vested and unvested equity and equity-based awards granted to you by the Company or its subsidiaries constitute the Sign-On LTIP Unit Awards, which are subject to the Vesting Benefit in accordance with Section 4(d) of this Agreement: 49,986 LTIP Units in the Partnership granted on September 27, 2018 pursuant to that certain Restricted LTIP Unit Agreement entered into by you, the Company and the Partnership, of which 6,071 LTIP Units remained unvested on the Date of Termination 132,276 LTIP Units in the Partnership granted on September 27, 2018 pursuant to that certain Restricted LTIP Unit Agreement entered into by you, the Company and the Partnership, all of which remained unvested on the Date of Termination Performance-Based Equity Awards The following outstanding unvested performance-based equity awards granted to you by the Company or its subsidiaries are to be treated in accordance with Sections 5(b) and (SEALc) My Commission Expiresof this Agreement, respectively: Nov. 11The performance-based award of LTIP Units in the Partnership granted on April 4, 2003 --------------------- FOURTH AMENDED AND RESTATED WAREHOUSING PROMISSORY NOTE 2019 pursuant to that certain Performance LTIP Unit Agreement entered into by you, the Company and the Partnership pursuant to which you could earn up to an aggregate of 112,970 LTIP Units in the Partnership (“2019 Performance LTIP Unit Award”) The performance-based award of LTIP Units in the Partnership granted on February 20, 2020 pursuant to that certain Performance LTIP Unit Agreement entered into by you, the Company and the Partnership pursuant to which you could earn up to an aggregate of 107,664 LTIP Units in the Partnership (“2020 Performance LTIP Unit Award”) Accelerated Time-Based Equity Awards The following outstanding unvested equity and equity-based awards granted to you by the Company or its subsidiaries, which are subject to vesting based solely on continued employment with the Company and/or its subsidiaries, are subject to the Vesting Benefit in accordance with Section 4(d) of this Agreement: 28,951 LTIP Units in the Partnership granted on February 20, 2020 pursuant to that certain Restricted LTIP Unit Agreement entered into by you, the Company and the Partnership, all of which remained unvested on the Date of Termination The unvested portion of the 26,068 LTIP Units in the Partnership granted on April 4, 2019 pursuant to that certain Restricted LTIP Unit Agreement entered into by you, the Company and the Partnership, which consisted of 17,379 unvested LTIP Units as of the Date of Termination The unvested portion of the 41,291 LTIP Units in the Partnership granted on February 27, 2019 pursuant to that certain Restricted LTIP Unit Agreement entered into by you, the Company and the Partnership, which consisted of 27,528 unvested LTIP Units as of the Date of Termination The option to purchase 1,000,000 common shares of beneficial interest in the Company at an exercise price of $21.72 per share granted on September 27, 2018 pursuant to that certain Non-Qualified Share Option Agreement entered into by you and the Company, all of which remained unvested on the Date of Termination (the “Option”) EXHIBIT A Notice of Election by Partner to Convert LTIP Units into Common Partnership Units The undersigned holder of LTIP Units hereby irrevocably elects to convert the number of Vested LTIP Units in Urban Edge Properties L.P. (the “Partnership”) set forth below into Common Partnership Units in accordance with the terms of the Limited Partnership Agreement of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion. Name/Address of Holder: Xxxxxx X. Xxxxxx 000 Xxx Xxxxxx Rye, NY 10580 Number of LTIP Units to be Converted: 223,553 LTIP Units, consisting of 182,262 LTIP Units granted on September 27, 2018 and 41,291 LTIP Units granted on February 27, 2019 Conversion Date: December 31, 2001 FOR VALUE RECEIVED, the undersigned, ACCREDITED HOME LENDERS, INC., a California corporation ("AHL") and ACCREDITED HOME CAPITAL, INC., a Delaware corporation ("AHC") (AHL and AHC are collectively referred to as the "Borrower" and individually, as "Co-Borrower") promise to pay to the order of RESIDENTIAL FUNDING CORPORATION, a Delaware corporation ("Lender" or, together with its successors and assigns, "Holder") whose principal place of business is 0000 Xxxxxxxxxx Xxxx Xxxx., Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000, or at such other place as the Holder may designate from time to time, Effective Date Notice Of Redemption The undersigned hereby irrevocably (i) a principal sum equal elects to redeem 223,553 Partnership Units in Urban Edge Properties LP (the amount “Partnership”) in accordance with the terms of Warehousing Advances outstanding under the Limited Partnership Agreement of Urban Edge Properties LP, as amended (as that term is defined belowthe “Partnership Agreement”), and the Redemption Right referred to therein, (ii) surrenders such Partnership Units and all right, title and interest on that amount from the date of each Warehousing Advance until repaid in fulltherein, and (iii) all other feesdirects that the Cash Amount or Shares Amount (as determined by the General Partner of the Partnership (the “General Partner”)) deliverable upon exercise of the Redemption Right be delivered to the address specified below, charges and other Obligations due under if Shares are to be delivered, such Shares be registered or placed in the Agreement (including reasonable attorneys' fees and expenses incurred in connection with the collection of this Note), at the rates name(s) and at the times set forth address(es) specified below and (iv) consents that such Cash Amount or Shares Amount may be delivered any time on or prior to the Specified Redemption Date, subject to the discretion of the General Partner. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has marketable and unencumbered title to such Partnership Units, free and clear of the rights of or interests of any other person or entity, (b) has the full right, power and authority to redeem and surrender such Partnership Units as provided herein and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consult or approve such redemption and surrender. Capitalized terms used herein have the meanings assigned to them in the Partnership Agreement. All payments under The undersigned hereby acknowledges and agrees that the undersigned will be required to repay to the Partnership, consistent with the provisions of Sections 5.2 and 10.5 of the Partnership Agreement, any “imputed underpayment” (as defined below) or portion thereof attributable to the undersigned’s former interest in the Partnership, as reasonably determined by the General Partner. For purposes of this Note and Notice, an “imputed underpayment” means (i) any “imputed underpayment” within the Agreement must be made in lawful money meaning of Section 6225 of the United States and Internal Revenue Code of 1986, as amended from time to time (the “Code”) (or any corresponding or similar provision of federal, state, local or foreign tax law) paid (or payable) by the Partnership as a result of an adjustment with respect to any Partnership item (including, without limitation, any “partnership-related item” within the meaning of Code Section 6241(2) (or any corresponding or similar provision of federal state, local or foreign tax law)), including any interest, penalties or additions to tax with respect to any such adjustment, (ii) any amount not described in immediately available funds. This Note evidences clause (i) (including any interest, penalties or additions to tax with respect to such amounts) paid (or payable) by the Partnership as a line result of credit and is the Warehousing Note referred to application of the provisions of Code Sections 6221-6241 (or any corresponding or similar provision of federal, state, local or foreign tax law), and/or (iii) any amount paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in that certain Warehousing Credit, Term Loan and Security Agreement dated March 17, 1999, between Borrower and Lender which the Partnership holds (or has held) a direct or indirect interest other than through entities treated as amended, restated, renewed or replaced, the "Agreement"). Reference is made corporations for U.S. federal income tax purposes to the Agreement (which is incorporated extent that the Partnership bears the economic burden of such amounts, whether by reference law or agreement, as fully and with the same effect as if set forth at length in this Note) for a description result of the Collateral and a statement of (a) the covenants and agreements made by Borrower, (b) the rights and remedies granted to Lender and (c) the other matters governed by the Agreement. Capitalized terms not otherwise defined in this Note have the meanings set forth in the Agreement. Borrower is issuing this Note in replacement for, and not in satisfaction of, that certain Second Amended and Restated Warehousing Promissory Note dated December 28, 2001 (the "Existing Note") to evidence its Obligations under the Agreement. All amounts owed by Borrower under the Existing Note (including the unpaid principal application of the Existing Noteprovisions of Code Sections 6221-6241 (or any corresponding or similar provision of federal, accrued and unpaid interest on that principal and state, local or foreign tax law), including any accrued and unpaid fees and charges payable by Borrower under the Agreement, whether or not any of those amounts are currently due and payable) as of the date of this Note are owed under and evidenced by this Note. In addition to principal, interest, fees and other charges payable by Borrower under this Note and the Agreementpenalties or additions to tax with respect to such amounts. Name/Address of Limited Partner: Xxxxxx X. Xxxxxx 000 Xxx Xxxxxx Rye, Borrower must pay all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel (including allocated costs of internal counsel), in connection with the enforcement and collection of this Note. Borrower waives demand, notice, protest and presentment in connection with collection of amounts outstanding under this Note. The promises and agreements herein shall be construed to be and are hereby declared to be the joint and several promises and agreements of each Co-Borrower and shall constitute the joint and several obligation of each Co-Borrower and shall be fully binding upon and enforceable against each Co-Borrower. The release of any party to this Note shall not affect or release the joint and several liability of any other party. The Lender may at its option enforce this Note against one or all of the Co-Borrower, and the Lender shall not be required to resort to enforcement against each Co-Borrower and the failure to proceed against or join each Co-Borrower shall not affect the joint and several liability of each Co-Borrower. This Note is governed by the laws of the State of Minnesota, without reference to its principles or conflicts of laws.NY 10580

/s/ Xxxxxx X. Xxxx -------------------------------------------- Notary Public Xxxxx Xxxxxx X. Xxxxx Chairman of the Board Attest: /s/ Xxxxxxx X. X’Xxxxx Xxxxxxx X. X’Xxxxx Secretary Exhibit B [Form of Rights Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER AUGUST 8, 2017 OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (SEALAS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) My Commission Expires: Nov. 11AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, 2003 --------------------- FOURTH AMENDED THIS RIGHTS CERTIFICATE AND RESTATED WAREHOUSING PROMISSORY NOTE Date: December 31, 2001 FOR VALUE RECEIVED, the undersigned, ACCREDITED HOME LENDERSTHE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]1 Rights Certificate ICU MEDICAL, INC.. This certifies that _________________, a California corporation or his registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of July 30, 2007 ("AHL"the “Rights Agreement”) and ACCREDITED HOME CAPITALbetween ICU Medical, INC.Inc., a Delaware corporation ("AHC") (AHL the “Company”), and AHC are collectively referred to as the "Borrower" and individuallyMellon Investor Services LLC, a New Jersey limited liability company, as "Co-Borrower"Rights Agent (“Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) promise and prior to pay to 5:00 P.M. (New York time) on August 8, 2017 at the order office of RESIDENTIAL FUNDING CORPORATIONthe Rights Agent designated for such purpose, a Delaware corporation ("Lender" or, together with or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Stock (the “Preferred Stock”) of the Company, at a purchase price of $225 per one one-hundredth of a share (the “Purchase Price”), upon presentation and assignssurrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The Purchase Price shall be paid, "Holder"at the election of the holder, in cash or shares of Common Stock of the Company having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) whose principal place set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of business is 0000 Xxxxxxxxxx Xxxx Xxxx._______________, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000, or based on the Preferred Stock as constituted at such other place date. Upon the occurrence of a Section 11(a)(ii) Event (as such term is defined in the Holder may designate from time to timeRights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) a principal sum equal to the amount an Acquiring Person or an Affiliate or Associate of Warehousing Advances outstanding under the Agreement any such Acquiring Person (as that term is such terms are defined belowin the Rights Agreement), (ii) interest on that amount from the date a transferee of each Warehousing Advance until repaid in fullany such Acquiring Person, and Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a Person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all other feesof the terms, charges provisions and other Obligations due conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the Agreement (including reasonable attorneys' fees and expenses incurred in connection with the collection of this Note), at the rates and at the times specific circumstances set forth in the Rights Agreement. All payments under this Note and the Agreement must be made in lawful money Copies of the United States and in immediately available fundsRights Agreement are on file at the above-mentioned office of the Rights Agent. This Note evidences Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a line like aggregate number of credit and is one one-hundredths of a share of Preferred Stock as the Warehousing Note referred Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in that certain Warehousing Creditpart, Term Loan and Security Agreement dated March 17the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, 1999, between Borrower and Lender the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of the Close of Business on (i) the Stock Acquisition Date (as amendedsuch time period may be extended pursuant to the Rights Agreement), restated, renewed or replacedand (ii) the Final Expiration Date. Subject to the provisions of the Rights Agreement, the "Agreement"). Reference is made to the Agreement (which is incorporated Rights evidenced by reference as fully and with the same effect as if set forth at length this Certificate may be exchanged in this Note) whole or in part for a description shares of the Collateral and Company’s Common Stock (or shares of Preferred Stock of the Company equal in market value to one share of Common Stock) at an exchange ratio of one share of Common Stock per Right, subject to adjustment. The Company is not required to issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a statement share of (a) Preferred Stock, which may, at the covenants and agreements made election of the Company, be evidenced by Borrowerdepository receipts), (b) but in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights and remedies granted of a stockholder of the Company or any right to Lender and vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (c) except as provided in the other matters governed Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been counter-signed by the AgreementRights Agent. Capitalized terms not otherwise defined in this Note have WITNESS the meanings set forth in the Agreement. Borrower is issuing this Note in replacement for, and not in satisfaction of, that certain Second Amended and Restated Warehousing Promissory Note dated December 28, 2001 (the "Existing Note") to evidence its Obligations under the Agreement. All amounts owed by Borrower under the Existing Note (including the unpaid principal facsimile signature of the Existing Note, accrued proper officers of the Company and unpaid interest on that principal and any accrued and unpaid fees and charges payable by Borrower under the Agreement, whether or not any of those amounts are currently due and payable) its corporate seal. Dated as of the date ___ day of this Note are owed under and evidenced by this Note_________, ____. In addition to principalICU MEDICAL, interestINC. By: Name: Title: Countersigned: MELLON INVESTOR SERVICES LLC, fees and other charges payable by Borrower under this Note and As Rights Agent By: Name: Title: 1 The portion of the Agreement, Borrower must pay all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel (including allocated costs of internal counsel), legend in connection with the enforcement and collection of this Note. Borrower waives demand, notice, protest and presentment in connection with collection of amounts outstanding under this Note. The promises and agreements herein brackets shall be construed to be and are hereby declared to be the joint and several promises and agreements of each Co-Borrower inserted only if applicable and shall replace the preceding sentence. [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the joint and several obligation of each Co-Borrower and shall be fully binding upon and enforceable against each Co-Borrower. The release of any party to this Note shall not affect or release within Rights Certificate on the joint and several liability of any other party. The Lender may at its option enforce this Note against one or all books of the Cowithin-Borrowernamed Company, and with full power of substitution. Date: ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a participant in the Lender shall not be required to resort to enforcement against each Co-Borrower and Securities Transfer Agent Medallion Program, the failure to proceed against Stock Exchanges Medallion Program or join each Co-Borrower shall not affect the joint and several liability of each Co-Borrower. This Note is governed by the laws of the State of MinnesotaNew York Stock Exchange, without reference to its principles or conflicts of lawsInc. Medallion Signature Program.