Common use of The Warrant Clause in Contracts

The Warrant. 4.1 In consideration of their purchase of the Securities identified on Schedule A hereto, the Company shall, and does hereby grant to the Purchasers a non-assignable conditional Warrant, in form provided by the Company, exercisable by them or by any of them, to purchase of the Additional Securities identified on Schedule B hereto at the same per Share price set forth with respect to the Securities being purchased hereunder and identified under Schedule A, and shall have a separate Warrant to purchase up to ____ Common Shares at $667 per Share. 4.2 The total purchase price for the Schedule B Securities shall be, and is hereby, fixed at One Hundred and Thirty Two Thousand Five Hundred ($132,500) Dollars. 4.3 The Warrant may be exercised by the Purchasers together, or as they may otherwise agree in writing inter se, no sooner than thirty (30) days after the happening of a “Qualifying Event”, and no later than ninety (90) days after any such event, each as set forth in Section 4.4 hereof. 4.4 The following shall constitute a Qualifying Event permitting exercise of the Warrants (i) a “Change of Control” of the Company, or (ii) January 3, 2010, whichever is earlier. Notwithstanding anything else contained herein, the Warrant may not be exercised solely by virtue of the happening of January 3, 2010 unless prior to that date all the Senior Notes indebtedness due to GEIPPP II shall have been paid in full to GEIPPP II. 4.5 For purposes of this Investment Agreement, a “Change of Control” of the Company shall mean: (a) the sale of fifty (50%) percent or more of the Voting Securities of the Company otherwise than to the Purchaser’s (or any group in which he is a member) to CLIC, or any affiliate thereof, or to any parent, subsidiary or other entity controlled by or controlling GEIPPP II.; (b) the relocation of the Company’s Executive Offices from British Columbia, Canada; or (c) The sale of all, or substantially all, of the Company’s United States based restaurants. except that with respect to (b)and (c) above, such event shall not constitute a Change of Control if unanimously approved by the Board of Directors, including a representative of the Purchasers, prior to implementation.

The Warrant. 4.1 In consideration of their purchase of the Securities identified on Schedule A hereto, the Company shall, and does hereby grant to the Purchasers a non-assignable conditional Warrant, in form provided by the Company, exercisable by them or by any of them, to purchase of the Additional Securities identified on Schedule B hereto at the same per Share price set forth with respect to the Securities being purchased hereunder and identified under Schedule A, and shall have a separate Warrant to purchase up to ____ Common Shares at $667 per Share.A. 4.2 The total purchase price for the Schedule B Securities shall be, and is hereby, fixed at One Hundred and Thirty Two Thousand Five Hundred ($132,500) Dollars. 4.3 The Warrant may be exercised by the Purchasers together, or as they may otherwise agree in writing inter seINTER SE, no sooner than thirty (30) days after the happening of a “"Qualifying Event”", and no later than ninety (90) days after any such event, each as set forth in Section 4.4 hereof. 4.4 The following shall constitute a Qualifying Event permitting exercise of the Warrants (i) a “"Change of Control” " of the Company, or (ii) January 3, 2010, whichever is earlier. Notwithstanding anything else contained herein, the Warrant may not be exercised solely by virtue of the happening of January 3, 2010 unless prior to that date all the Senior Notes indebtedness due to GEIPPP II shall have been paid in full to GEIPPP II. 4.5 For purposes of this Investment Agreement, a “"Change of Control” " of the Company shall mean: (a) the sale of fifty (50%) percent or more of the Voting Securities of the Company otherwise than to the Purchaser’s 's (or any group in which he is a member) to CLIC, or any affiliate thereof, or to any parent, subsidiary or other entity controlled by or controlling GEIPPP II.; (b) the relocation of the Company’s 's Executive Offices from British Columbia, Canada; or (c) The sale of all, or substantially all, of the Company’s 's United States based restaurants. except that with respect to (b)and b) and (c) above, such event shall not constitute a Change of Control if unanimously approved by the Board of Directors, including a representative of the Purchasers, prior to implementation.

The Warrant. 4.1 In consideration of their purchase (a) The Company hereby agrees to issue and sell to PharmaBio, its designee or assigns (the "Holder") 80,000 shares (the "Warrant Shares") of the Securities identified on Schedule A heretoCompany's Common Stock, $.0005 par value per share ("Common Stock"), at an exercise price of Six Dollars and Thirty-Nine Cents ($6.39) per share (the "Exercise Price") (such Exercise Price was calculated as follows: the average of the closing prices of the shares of Common Stock for the 15 trading days prior to the date hereof, multiplied by 115%), upon the terms and conditions herein set forth, including the vesting schedule set forth in this Section 1. The Exercise Price and the number of Warrant Shares purchasable upon exercise of this Warrant Agreement are subject to adjustment from time to time as provided in Section 4 of this Warrant Agreement. (b) Upon **** (the "Milestone"), the Company shallHolder's right to exercise this Warrant Agreement will vest as follows: (i) if ****, One Hundred Percent (100%) of the Warrant Shares shall vest; (ii) if ****, Fifty Percent (50%) of the Warrant Shares shall vest; (iii) if ****, none of the Warrant Shares shall vest; and does hereby grant **** Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Purchasers a non-assignable conditional WarrantSecurities and Exchange Commission. (iv) any Warrant Shares not vested by **** shall expire. (c) In the event that the Milestone fails to be achieved, in form provided or fails to be achievable, by the Company****, exercisable by them or by any of them, to purchase of another date specified in the Additional Securities identified on Schedule B hereto at the same per Share price set forth with respect to the Securities being purchased hereunder and identified under Schedule A, and shall have a separate Warrant to purchase up to ____ Common Shares at $667 per Share. 4.2 The total purchase price for the Schedule B Securities shall be, and is hereby, fixed at One Hundred and Thirty Two Thousand Five Hundred ($132,500) Dollars. 4.3 The Warrant may be exercised by the Purchasers together, or as they may otherwise agree in writing inter se, no sooner than thirty (30) days after the happening of a “Qualifying Event”, and no later than ninety (90) days after any such event, each as vesting schedule set forth in Section 4.4 hereof. 4.4 The following shall constitute a Qualifying Event permitting exercise of the Warrants (i) a “Change of Control” of the Company, or (ii) January 3, 2010, whichever is earlier. Notwithstanding anything else contained herein, the Warrant may not be exercised solely by virtue of the happening of January 3, 2010 unless prior to that date all the Senior Notes indebtedness due to GEIPPP II shall have been paid in full to GEIPPP II. 4.5 For purposes of this Investment Agreement, a “Change of Control” of the Company shall mean: (a) the sale of fifty (50%) percent or more of the Voting Securities of the Company otherwise than to the Purchaser’s (or any group in which he is a member) to CLIC, or any affiliate thereof, or to any parent, subsidiary or other entity controlled by or controlling GEIPPP II.; (b) the relocation of the Company’s Executive Offices from British Columbia, Canada; or (c) The sale of all, or substantially all, of the Company’s United States based restaurants. except that with respect to (b)and (c1(b) above, and such event failure is not caused solely by Quintiles, then the Joint Development Committee (as defined in the Services Agreement) shall not constitute promptly and in good faith review the Milestone, the existing vesting schedule, and the events and circumstances that caused or resulted in such failure; and the Joint Development Committee shall determine a Change of Control if unanimously approved new vesting schedule that shall extend each date within the existing vesting schedule by the Board of Directors, including a representative duration of the Purchasersevents or circumstances that caused or resulted in such failure, prior up to implementation.one year; provided that the vesting schedule shall be extended pursuant to this Section 1(c)

The Warrant. 4.1 In consideration of their purchase (a) The Company hereby agrees to issue and sell to NovaQuest, its designee or assigns (the “Holder”) 80,000 shares (the “Warrant Shares”) of the Securities identified on Schedule A heretoCompany’s Common Stock, $0.0005 par value per share (“Common Stock”), at an exercise price of One Dollar and Ninety-One Cents ($1.91) per share (the “Exercise Price”) (such Exercise Price was calculated as follows: the average of the closing prices of the shares of Common Stock for the 15 trading days prior to the Restatement Date, multiplied by 115%), upon the terms and conditions herein set forth, including the vesting schedule set forth in this Section 1. The Exercise Price and the number of Warrant Shares purchasable upon exercise of this Warrant Agreement are subject to adjustment from time to time as provided in Section 4 of this Warrant Agreement. (b) Upon ****(the “Milestone”), the Company shallHolder’s right to exercise this Warrant Agreement will vest as follows: ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. (i) if ****, and does hereby grant One Hundred Percent (100%) of the Warrant Shares shall vest; (ii) if ****, Seventy-Five (75%) of the Warrant Shares shall vest; (iii) if ****, Fifty Percent (50%) of the Warrant Shares shall vest; (iv) if ****, none of the Warrant Shares shall vest; and (v) any Warrant Shares not vested by **** shall expire. (c) In the event that the Milestone fails to the Purchasers a non-assignable conditional Warrantbe achieved, in form provided or fails to be achievable, by the Company****, exercisable by them or by any of them, to purchase of another date specified in the Additional Securities identified on Schedule B hereto at the same per Share price set forth with respect to the Securities being purchased hereunder and identified under Schedule A, and shall have a separate Warrant to purchase up to ____ Common Shares at $667 per Share. 4.2 The total purchase price for the Schedule B Securities shall be, and is hereby, fixed at One Hundred and Thirty Two Thousand Five Hundred ($132,500) Dollars. 4.3 The Warrant may be exercised by the Purchasers together, or as they may otherwise agree in writing inter se, no sooner than thirty (30) days after the happening of a “Qualifying Event”, and no later than ninety (90) days after any such event, each as vesting schedule set forth in Section 4.4 hereof. 4.4 The following shall constitute a Qualifying Event permitting exercise of the Warrants (i) a “Change of Control” of the Company, or (ii) January 3, 2010, whichever is earlier. Notwithstanding anything else contained herein, the Warrant may not be exercised solely by virtue of the happening of January 3, 2010 unless prior to that date all the Senior Notes indebtedness due to GEIPPP II shall have been paid in full to GEIPPP II. 4.5 For purposes of this Investment Agreement, a “Change of Control” of the Company shall mean: (a) the sale of fifty (50%) percent or more of the Voting Securities of the Company otherwise than to the Purchaser’s (or any group in which he is a member) to CLIC, or any affiliate thereof, or to any parent, subsidiary or other entity controlled by or controlling GEIPPP II.; (b) the relocation of the Company’s Executive Offices from British Columbia, Canada; or (c) The sale of all, or substantially all, of the Company’s United States based restaurants. except that with respect to (b)and (c1(b) above, and such event failure is not caused solely by Quintiles, then the Joint Development Committee (as defined in the Services Agreement) shall not constitute promptly and in good faith review the Milestone, the existing vesting schedule, and the events and circumstances that caused or resulted in such failure; and the Joint Development Committee shall determine a Change of Control if unanimously approved new vesting schedule that shall extend each date within the existing vesting schedule by the Board of Directors, including a representative duration of the Purchasersevents or circumstances that caused or resulted in such failure, prior up to implementation.one year; provided that the vesting schedule shall be extended pursuant to this Section 1(c)