Common use of Warrant Clause in Contracts

Warrant. Concurrently with the mutual execution of this Lease, Tenant shall issue and deliver to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlord) a warrant or warrants registered in the name of Landlord or Landlord’s designee(s) for the acquisition of an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series B preferred stock, which warrant(s) shall be in the form of Exhibit D attached hereto and incorporated herein by this reference. The warrant(s) shall have an exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series B preferred stock is issued in its first issuance to one or more institutional investors, and shall be exercisable for a period beginning on the date of issuance and ending on the seventh (7th) anniversary of the date of issuance, subject to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution of this Lease, then as set forth in the form of warrant attached hereto as Exhibit D, without further action by Tenant or by the holder of the warrant issued hereunder, such warrant shall automatically be deemed to entitle the holder to acquire, in lieu of such Series B preferred stock, an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series A preferred stock was previously issued to institutional investors. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized and existing under the laws of England, as the entity to which Landlord’s warrant(s) hereunder should be issued in satisfaction of the foregoing provisions.

Warrant. Concurrently with 7.5.1. The Company shall cause its parent company, Nano Dimension Ltd., (the mutual execution of this Lease"Parent"), Tenant shall to issue and deliver to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlord) Yissum a warrant or warrants registered in (the name "Warrant") to purchase a number of Landlord or Landlord’s designee(s) for the acquisition of an aggregate of Fifty-Five Thousand (55,000) ordinary shares of Tenant’s Series B preferred stockthe Parent equal to [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] of the Parent's outstanding share capital on a fully diluted basis on April 2, which warrant(s) shall be in the form of Exhibit D attached hereto and incorporated herein by this reference. The warrant(s) shall have 2015 at an exercise price per share equal to one hundred twenty-five percent (125%) [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]. The Warrant shall be issued subject to the approval of the price per share at which Tenant’s Series B preferred stock is issued in its first issuance to one or more institutional investors, and board of directors of the Parent. The Warrant shall be exercisable for a period beginning on the date of immediately upon its issuance and ending on may be exercised in parts or in the seventh (7th) anniversary whole. The Warrant must be exercised by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION], and will expire immediately thereafter. Should the Parent's Board not approve the issuance of the date of issuance, subject Warrant to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution of this Lease, then Yissum as set forth herein within three (3) months of the Effective Date or the Warrant is not issued within five (5) months from the Effective Date, this Agreement shall be automatically terminated in its entirety and the form of warrant attached hereto as Exhibit D, without further action by Tenant or Parties will revert to being bound by the holder License Agreement. 7.5.2. To the extent required, the Company, at its sole expense, shall retain an independent appraiser to determine the fair market value of the warrant issued hereunderWarrant. The Parent shall pay the VAT as required under applicable law in connection with the grant of the Warrant. 7.5.3. Yissum hereby acknowledges that it is aware, such warrant shall automatically be deemed and that it will advise its directors, officers, employees and representatives who are informed as to entitle the holder to acquirematters which are the subject of this Agreement, in lieu that the applicable securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such Series B preferred stock, an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal issuer or from communicating such information to one hundred twenty-five percent (125%) of the price per share at any other person under circumstances in which Tenant’s Series A preferred stock was previously issued it is reasonably foreseeable that such person is likely to institutional investors. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized and existing under the laws of England, as the entity to which Landlord’s warrant(s) hereunder should be issued in satisfaction of the foregoing provisionspurchase or sell such securities.

Warrant. Concurrently with the mutual execution Upon any exercise of this LeaseWarrant, Tenant shall issue and deliver to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlordi) a warrant certificate or warrants registered certificates for the Warrant Units so purchased, evidencing issuance of such Warrant Units, or (ii) to the extent that the Warrant Units are uncertificated, evidence of the recordation in the books and records of the Company of the issuance of such Warrant Units, in each case, to and in the name of Landlord the Holder or Landlord’s designee(s) persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to the Holder promptly after the rights represented by this Warrant shall have been so exercised. In the event that this Warrant is being exercised for less than all of the then-current number of Warrant Units purchasable hereunder, the Company shall, concurrently with the issuance by the Company of the number of Warrant Units for which this Warrant is being exercised, issue a new Warrant exercisable for the acquisition remaining number of Warrant Units purchasable hereunder. It is the intent of the Company that, to the extent that the Holder exercises the Warrant with respect to Warrant Units that were not vested at the time of a dividend or distribution referred to in clause (i) below or an aggregate of Fifty-Five Thousand Acquisition referred to in clause (55,000ii) shares of Tenant’s Series B preferred stockbelow (“Applicable Warrant Units”), which warrant(sthe Holder is entitled to receive a fee in an amount equal to any (i) shall be dividends or distributions that are funded, directly or indirectly, with financing (whether in the form of Exhibit D attached hereto equity or debt or debt-like financing) or sales or transfers of assets outside of the ordinary course of business (but only as to the portion of any such dividends or distributions with respect to the Applicable Warrant Units that are so funded) or (ii) cash consideration in an Acquisition (as defined below), in each case, paid on or after the date hereof with respect to the Common Units. Accordingly, upon exercise of this Warrant solely with respect to Applicable Warrant Units, concurrently with the delivering the Applicable Warrant Units received by the Holder upon such exercise, the Company shall pay the Holder a fee in cash in an amount equal to the amount of any such cash payments made with respect to the Applicable Warrant Units subject to such exercise (i.e., the Warrant Units received by the Holder and/or used by the Holder for a net exercise pursuant to Section 4 hereof), it being agreed and incorporated acknowledged that to the extent any cash consideration was paid for the purchase of Common Units, a payment equal to the amount thereof shall be made to the Holder in lieu of delivering the applicable Warrant Unit (unless the Holder waived this provision with respect to such consideration at the time of the Acquisition). For avoidance of doubt, nothing herein by limits the effect of Section 5 below and, to the extent that the Applicable Warrant Units become Forfeited Units as referred to in Section 5c below, the Holder shall not be entitled to any cash payments pursuant to this referenceparagraph with respect to those Forfeited Units. The warrant(s) person in whose name any certificate or certificates for Warrant Units are to be issued, or to whom such issuance shall have an exercise price per share equal to one hundred twenty-five percent (125%) be recorded in the books and records of the price per share at which Tenant’s Series B preferred stock is issued Company, in its first issuance to one or more institutional investorseach case, and upon exercise of this Warrant shall be exercisable for a period beginning deemed to have become the holder of record of such Warrant Units on the date on which this Warrant was surrendered and payment of issuance and ending on the seventh (7th) anniversary Exercise Price was made, irrespective of the date of issuancedelivery of such certificate or certificates or such recordation, subject as applicable, except that, if the date of such surrender and payment is a date when the unit transfer books of the Company are closed, such person shall be deemed to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution of this Lease, then as set forth in the form of warrant attached hereto as Exhibit D, without further action by Tenant or by have become the holder of such Warrant Units at the warrant issued hereunder, close of business on the next succeeding date on which such warrant shall automatically be deemed to entitle the holder to acquire, in lieu of such Series B preferred stock, an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series A preferred stock was previously issued to institutional investors. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized and existing under the laws of England, as the entity to which Landlord’s warrant(s) hereunder should be issued in satisfaction of the foregoing provisionsunit transfer books are open.

Warrant. Concurrently with In consideration of Imagine’s agreement to purchase the mutual execution of this LeaseParticipation Interest, Tenant Wickes shall issue and deliver to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlord) Imagine a warrant or warrants registered in (the name “Warrant”) to purchase, at an exercise price of Landlord or Landlord’s designee(s) for $1.00 per share, a number of shares of common stock of Wickes equal to the principal amount of the Additional Term Loan, upon the closing of the acquisition of an aggregate the Participation Interest. The Warrant shall terminate on the later of Fifty-Five Thousand (55,000a) thirty days after receipt by Imagine of written notice from Wickes that the Additional Term Loan has been paid in full (provided it has, in fact, been paid in full), or (b) February 26, 2008. Wickes shall authorize the creation of a sufficient number of common shares and shall agree to reserve such shares for the potential exercise of the Warrant into shares of Tenant’s Series B preferred common stock of Wickes. Imagine shall not have any obligation whatsoever to exercise the Warrant. If, prior to the exercise of the Warrant, Wickes issues any other shares of its common stock, or any instrument convertible into shares of its common stock, or any options, warrants, preferred shares, rights or the like to purchase shares of common stock of Wickes (except for the grant of options to officers, directors and employees of Wickes to purchase up to 1,000,000 shares of common stock, and the exercise of such options by, officers, directors or employees of Wickes; provided, however, that such options may not be exercised if and to the extent the exercise thereof would result in a reduction of Imagine’s, Consolidated National Corporation’s, and Rxxxxx X. Xxxx’x collective beneficial ownership interest of the outstanding common stock of Wickes to less than 50.1% (excluding all warrants), unless Imagine agrees otherwise in writing), at a price of less than $2.00 per common share of Wickes (excluding the issuance of (a) convertible debt in exchange for Subordinated Notes pursuant to the “Offer” referenced in Paragraph 7 hereof, and (b) rights, pursuant to a rights offering to the then existing shareholders of Wickes, to purchase shares of Wickes on an adjusted basis for $1.00 or more per share, as adjusted, which warrant(s) rights must be issued and exercised between the date hereof and December 15, 2004), the exercise price shall be in automatically reduced and the form number of Exhibit D attached hereto and incorporated herein by this reference. The warrant(s) shall have an shares of common stock of Imagine issued upon exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series B preferred Warrant shall be automatically increased so that the number of shares of common stock is issuable to Imagine upon exercise of the Warrant shall represent the same percentage of issued in its first issuance to one or more institutional investorsand outstanding shares of common stock, and for the same aggregate consideration, that would have been issuable to Imagine (calculated on a fully diluted basis) if such shares, convertible debt, options, warrants, preferred shares, rights or the like to purchase shares of common stock had not been issued at a price of less than $2.00 per share. Wickes shall be exercisable for a period beginning on the date of issuance grant Imagine customary demand and ending on the seventh (7th) anniversary piggyback registration rights with respect to all of the date shares of issuance, subject Wickes common stock issued pursuant to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution of this Lease, then as set forth in the form of warrant attached hereto as Exhibit D, without further action by Tenant or by the holder exercise of the warrant issued hereunderWarrant, such warrant shall automatically be deemed to entitle the holder to acquireif it should occur, in lieu of such Series B preferred stock, an aggregate of Fifty-Five Thousand (55,000) as well as all other shares of Tenant’s Series A preferred stockcommon stock of Wickes owned by Imagine. In addition to the anti-dilution provisions described above, the agreements pertaining to the Warrant shall contain standard anti-dilution provisions with an exercise price per share equal respect to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series A preferred stock was previously issued to institutional investors. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized and existing under the laws of England, as the entity to which Landlord’s warrant(s) hereunder should be issued in satisfaction of the foregoing provisionssuch Wickes shares.

Warrant. Concurrently with the mutual execution of this Lease, Tenant shall issue and deliver to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlord) a warrant or warrants registered in the name of Landlord or Landlord’s designee(s) for the acquisition of an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series B preferred stock, which warrant(s) shall be in the form of Exhibit D attached hereto and incorporated herein by this reference. The warrant(s) shall have an exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series B preferred stock is issued in its first issuance to one or more institutional investors, and shall be exercisable for a period beginning on the date of issuance and ending on the seventh (7th) anniversary of the date of issuance, subject to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution of this Lease, then as set forth in the form of warrant attached hereto as Exhibit D, without further action by Tenant or by the holder of the warrant issued hereunder, such warrant shall automatically be deemed to entitle the holder to acquire, in lieu of such Series B preferred stock, an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series A preferred stock was previously issued to institutional Institutional investors. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized organized! and existing under the laws of England, as the entity to which Landlord’s warrant(swarrants) hereunder should be issued in satisfaction of the foregoing provisions.

Warrant. Concurrently (with the mutual execution notice of this Leaseexercise form attached hereto as Exhibit A duly executed) at the principal office of the Company, Tenant shall issue and deliver and, except as otherwise provided for herein, by the payment in immediately available funds to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlord) a warrant or warrants registered in the name of Landlord or Landlord’s designee(s) for the acquisition Company of an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series B preferred stock, which warrant(s) shall be in the form of Exhibit D attached hereto and incorporated herein by this reference. The warrant(s) shall have an exercise price per share amount equal to one hundred twenty-five the then applicable Warrant Price multiplied by the number of Warrant Shares then being purchased. Notwithstanding the foregoing, the Warrants shall not be exercisable for an amount less than twenty percent (12520%) of the price per share at number of Warrant Shares for which Tenant’s Series B preferred stock is issued the Warrants are originally exercisable or, if less than such amount, then the total number of remaining Warrant Shares purchasable by the exercising holder. The person or persons in its first issuance whose name(s) any certificate(s) representing shares of Common Stock shall be issuable upon exercise of this Warrant shall be deemed to one or more institutional investorshave become the holder(s) of record of, and shall be exercisable treated for all purposes as the record holder(s) of, the shares represented thereby (and such shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised if exercised prior to the close of business on such date; otherwise, the date of record shall be the next business day provided, however, that if, at the date of surrender of such Warrants, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Warrant Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; provided further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period beginning on longer than twenty (20) days. In the date event of issuance and ending on the seventh (7th) anniversary any exercise of the date rights represented by this Warrant, certificates for the shares of issuanceCommon Stock so purchased shall be delivered to the holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, subject to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock unless this Warrant has been fully exercised, a new Warrant representing the portion of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution of this Lease, then as set forth in the form of warrant attached hereto as Exhibit D, without further action by Tenant or by the holder of the warrant issued hereunder, hereof as soon as possible and in any event within such warrant shall automatically be deemed to entitle the holder to acquire, in lieu of such Series B preferred stock, an aggregate of Fifty-Five Thousand thirty (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series A preferred stock was previously issued to institutional investors. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized and existing under the laws of England, as the entity to which Landlord’s warrant(s) hereunder should be issued in satisfaction of the foregoing provisions30)-day period.

Warrant. Concurrently At the Closing, APS will be granted by QComm a 10-year warrant to ------- purchase additional QComm common stock at an exercise price of $1.25 per share ("Warrant"). The Warrant will provide APS the right to purchase shares of QComm stock equal to that number which when combined with the mutual execution shares of QComm common stock owned by APS immediately following the closing, will equal 55% of the outstanding fully diluted shares of common stock of QComm immediately following such exercise; provided however, in no event may the Warrant shares exceed 19.9% of the issued and outstanding shares of capital stock of QComm on the date of such exercise. The Warrant will not be exercisable until the earlier of: (i) two (2) years from Closing; or (ii) the termination of Stephen C. Flaherty's ("Steve") emxxxxxxxx xxxxx xxxx xxx "cxxxx"; except, however, the Warrant shall be immediately exercisable in the event any third party accumulates over fifteen percent (15%) of the total outstanding equity of QComm, or in the event of a "change of control" of QComm. For purposes of this LeaseSection 2, Tenant shall issue and deliver to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates "change of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlord) a warrant or warrants registered in the name of Landlord or Landlord’s designee(s) for control" will mean the acquisition of an aggregate greater than fifty percent (50%) of Fiftythe outstanding capital stock of QComm by a single shareholder or "group," as such term is defined in Regulation 13D-Five Thousand (55,000) shares G under the Securities Exchange Act of Tenant’s Series B preferred stock1934, which warrant(s) shall be in the form of Exhibit D attached hereto and incorporated herein by this referenceas amended. The warrant(s) shall have an number of Warrant shares and the exercise price per share equal will be subject to one hundred twenty-five percent appropriate adjustment for stock splits, stock dividends, mergers and recapitalizations, etc. The warrant will expire ten (125%10) of the price per share at which Tenant’s Series B preferred stock is issued in its first issuance to one or more institutional investors, and shall be exercisable for a period beginning on years following the date of issuance grant. Notwithstanding anything herein to the contrary, the Warrant, to the extent it is not exercised, will terminate prior to expiration upon the closing of any merger involving QComm in which QComm is not the surviving entity. The terms and ending on the seventh (7th) anniversary conditions of the date Warrant will be amplified in more particularity in a more detailed Warrant Agreement customary for this type of issuance, subject to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution of this Lease, then as set forth in the form of warrant attached hereto as Exhibit D, without further action by Tenant or by the holder of the warrant issued hereunder, such warrant shall automatically be deemed to entitle the holder to acquire, in lieu of such Series B preferred stock, an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series A preferred stock was previously issued to institutional investors. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized and existing under the laws of England, as the entity to which Landlord’s warrant(s) hereunder should be issued in satisfaction of the foregoing provisionstransaction.

Warrant. Concurrently with If any such reorganization, reclassification, consolidation or merger results in a cash distribution in excess of the mutual execution then applicable Exercise Price, the holder may, at the Holder's option exercise this Warrant without making payment of this Leasethe Exercise Price, Tenant and in such case the Company shall, upon distribution to the Holder, consider the Exercise Price to have been paid in full, and in making settlement to the Holder, shall issue and deliver deduct an amount equal to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates the Exercise Price from the amount payable to the Holder. In the event of any such membersreorganization, partnersmerger or consolidation, shareholders the corporation formed by such consolidation or affiliates merger or the corporation which shall have acquired the assets of Landlord) the Company shall execute and deliver a warrant or warrants registered in supplement hereto to the name of Landlord or Landlord’s designee(s) for the acquisition of an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series B preferred stockforegoing effect, which warrant(s) supplement shall also provide for and deliver a supplement hereto to the foregoing effect, which supplement shall also provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Warrant. 5.3 If the form Company shall, at any time before the expiration of Exhibit D attached hereto and incorporated herein by this reference. The warrant(s) Warrant, dissolve, liquidate or wind up its affairs, the Holder shall have an the right to receive upon exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series B preferred stock is issued in its first issuance to one or more institutional investors, and shall be exercisable for a period beginning on the date of issuance and ending on the seventh (7th) anniversary of the date of issuance, subject to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution of this Lease, then as set forth in the form of warrant attached hereto as Exhibit D, without further action by Tenant or by the holder of the warrant issued hereunder, such warrant shall automatically be deemed to entitle the holder to acquireWarrant, in lieu of the shares of Common Stock of the Company that the Holder otherwise would have been entitled to receive, the same kind and amount of assets as would have been issued, distributed or paid to the Holder upon any such Series B preferred stockdissolution, liquidation or winding up with respect to such Common Stock receivable upon exercise of this Warrant on the date for determining those entitled to receive any such distribution. If any such dissolution, liquidation or winding up results in any cash distribution in excess of the Exercise Price provided by this Warrant, the Holder may, at the Holder's option, exercise this Warrant without making payment of the Exercise Price and, in such case, the Company shall, upon distribution to the Holder, consider the Exercise Price to have been paid in full and, in making settlement to the Holder, shall deduct an amount equal to the Exercise Price from the amount payable to the Holder. 5.4 The Company may retain a firm of independent public accountants of recognized standing (who may be any such firm employed by the Company) to make any computation required under this Section 5, and a certificate signed by such firm shall be conclusive evidence of the correctness of any computation made under this Section 5. 5.5 Whenever the number of Warrant Shares or Exercise Price shall be adjusted as required by the provisions of this Section 5, the Company forthwith shall file in the custody of its secretary or an assistant secretary, at its principal office, an aggregate officer's certificate showing the adjusted number of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal to one hundred twenty-five percent (125%) of Warrant Shares and Exercise Price and setting forth in reasonable detail the price per share circumstances requiring the adjustment. Each such officer's certificate shall be made available at which Tenant’s Series A preferred stock was previously issued to institutional investors. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized and existing under all reasonable times during reasonable hours for inspection by the laws of England, as the entity to which Landlord’s warrant(s) hereunder should be issued in satisfaction of the foregoing provisionsHolder.

Warrant. Concurrently with Subject to Section 7, upon such surrender of Warrants, and payment of the mutual execution of this LeaseWarrant Price as aforesaid, Tenant the Company shall issue and deliver cause to Landlord be delivered with all reasonable dispatch to or Landlord’s designees (which upon the written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the largest number of whole Common Shares so purchased upon the exercise of such Warrants. The Company shall not be required to issue any membersfraction of a share of Common Stock or make any cash or other adjustment except as provided in Section 12 herein, partners, shareholders or affiliates of Landlord or any affiliates in respect of any fraction of a Common Share otherwise issuable upon such members, partners, shareholders surrender. Such certificate or affiliates of Landlord) a warrant or warrants registered in the name of Landlord or Landlord’s designee(s) for the acquisition of an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series B preferred stock, which warrant(s) certificates shall be in the form of Exhibit D attached hereto deemed to have been issued and incorporated herein by this reference. The warrant(s) shall have an exercise price per share equal any person so designated to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series B preferred stock is issued in its first issuance to one or more institutional investors, and be named therein shall be exercisable for deemed to have become a period beginning on the date holder of issuance and ending on the seventh (7th) anniversary record of such shares as of the date of issuancethe surrender of such Warrants and payment of the Warrant Price as aforesaid provided, subject however, that if, at the date of surrender of such Warrants and payment of such Warrant Price, the transfer books for the Common Shares or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall be opened and until such date the Company shall be under no duty to earlier termination upon certain events deliver any certificate for such shares; provided, further, however, that the transfer books aforesaid, unless otherwise required by law or by applicable role of any national securities exchange, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the shares specified therein at any time prior to the date of expiration of the Warrant, a new Warrant or Warrants will be issued to such registered holder for the remaining number of shares specified in the form of warrant. If no Series B preferred stock has been issued by Tenant Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to one or more institutional investors within eighteen (18) months after countersign and to deliver the mutual execution required new Warrants pursuant to the provisions of this LeaseSection during the Warrant exercise period, then as set forth in and the form of warrant attached hereto as Exhibit DCompany, without further action by Tenant or whenever requested by the holder Warrant exercise period, and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the warrant issued hereunder, Company for such warrant shall automatically be deemed to entitle the holder to acquire, in lieu of such Series B preferred stock, an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series A preferred stock was previously issued to institutional investors. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized and existing under the laws of England, as the entity to which Landlord’s warrant(s) hereunder should be issued in satisfaction of the foregoing provisionspurpose.

Warrant. Concurrently with the mutual execution of this Lease, Tenant AZUL Holding and Neeleman shall issue and deliver endeavor their best efforts to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlord) a warrant or warrants registered in the name of Landlord or Landlord’s designee(s) for the acquisition of an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series B preferred stock, which warrant(s) shall be in the form of Exhibit D attached hereto and incorporated herein by this reference. The warrant(s) shall have an exercise price per share equal to one hundred twenty-five percent (125%) cause all of the price per share at which TenantOriginal Shareholders holding AZUL Holding’s Series Class B preferred stock is issued in its first issuance to one or more institutional investors, and shall be exercisable for a period beginning on the date of issuance and ending on the seventh Preferred Shares (7th“Class B Shareholders”) anniversary of the date of issuance, subject to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution of this Lease, then as set forth in the form of warrant attached hereto as Exhibit DA, without further action to vote for the Merger of Shares, as well as agree with the commitment to transfer, proportionally to the shareholding of each Class B Shareholders in AZUL Holding, to TRIP’s Shareholders, as many AZUL Holding’s Class B Preferred Shares as may be necessary to comply with the provisions of Sections 6 and 8 below. AZUL Holding and Neeleman shall work together with the Class B Shareholders in order to determine whether all Class B Preferred Shareholders may consent in writing to the provisions of Sections 6 and 8 of this Agreement, declaring in such document that (i) they will not transfer certain percentage of their AZUL Holding’s Class B Preferred Shares up to the Adjustment—Indemnifications Date (in order to comply with the adjustment obligations set forth in Sections 6 and 8 of this Agreement), and such percentage shall be defined in good faith by Tenant or by all Parties after the holder conclusion of the warrant Due Diligences Exercises (“No Transfer Obligation”) and (ii) prepare the annotations of the No Transfer Obligation on AZUL Holding’s Share Registry Book (the “Consentof Class B Shareholders”). If all conditions precedent provided for in Section 5.1 have been satisfied and AZUL Holding and Neeleman have not obtained the consents of the Class B Shareholders, Neeleman and AZUL Holding agree to call an AZUL Holding’s AGE for the approval of the issuance of two (2) subscription warrants (bônus de subscrição) by AZUL Holding (the “Subscription Warrant AGE – TRIP’s Shareholders”), for a subscription price of R$[*****] Brazilian Reais) each. One of the abovementioned subscription warrants shall be issued hereunderby AZUL Holding in favor of TRIP’s Shareholders in order to ensure that TRIP’s Shareholders receive from AZUL Holding, such warrant shall automatically be deemed subject to entitle the holder to acquireSection 6, in lieu of such Series as many Class B preferred stockshares as necessary to comply with the obligations of adjustment of shareholding provided for in Section 6 of this Agreement, an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal related to one hundred twenty-five percent (125%) determination of the price per share at which TenantPre-Money Valuation of AZUL Holding (the “Subscription Warrants – Pre-Money Valuation Adjustment”). The second of the abovementioned subscription warrants shall be issued by AZUL Holding in favor of TRIP’s Series A preferred stock was previously issued Shareholders in order to institutional investors. Landlord hereby designates its affiliate Kwacker Limitedensure that TRIP’s Shareholders receive from AZUL Holding, a corporation organized and existing under the laws of Englandsubject to Section 8, as many preferred shares as necessary to comply with the entity indemnification obligation provided for in Section 8 of this Agreement (the “TRIP’s Shareholders Subscription Warrants – Indemnifications Adjustment”, jointly with the Subscription Warrants – Pre-Money Valuation Adjustment, the “Subscription Warrants for the Adjustment of Shareholding – TRIP’s Shareholders”). AZUL Holding and Neeleman shall endeavor their best efforts to which Landlord’s warrant(s) hereunder should be issued in satisfaction cause the Class B Shareholders to approve the issuance of the foregoing provisionsSubscription Warrants for the Adjustment of Shareholding – Trip’s Shareholders, waiving their preemptive rights. From the issuance of the Subscription Warrants for the Adjustment of Shareholding – Trip’s Shareholders, all obligations under Sections 6 and 8 of this Agreement will no longer be invoked against the Class B Shareholders, and TRIP’s Shareholders shall use the Subscription Warrants for the Adjustment of Shareholding – TRIP’s Shareholders to consummate the transactions described in Sections 6 and 8 hereof.” [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Warrant. Concurrently with Certificate in the mutual execution manner specified herein in exchange for the number of shares of Common Stock equal to the quotient derived from DIVIDING the NUMERATOR (which shall be an amount equal to the DIFFERENCE BETWEEN: (I) the number of shares of Common Stock or other Securities as to which the Warrant is being exercised MULTIPLIED by the per share Market Price, AND (II) the number of shares of Common Stock or other Securities as to which the Warrant is being exercised MULTIPLIED by the Exercise Price) BY the DENOMINATOR which shall be the per share Market Price of the Common Stock. Solely for the purposes of this Leaseparagraph, Tenant shall issue and deliver to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlord) a warrant or warrants registered in the name of Landlord or Landlord’s designee(s) for the acquisition of an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series B preferred stock, which warrant(s) Market Price shall be in calculated either: (i) on the date on which the form of Exhibit D election attached hereto and incorporated herein by this reference. The warrant(sis deemed to have been sent to the Company pursuant to Section 10 hereof (Notice Date") shall have an exercise price per share equal to one hundred twenty-five percent or (125%ii) as the average of the price per share Market Prices for each of the five trading days preceding the Notice Date, whichever of (i) or (ii) is greater. As used herein, the term "Market Price" at which Tenant’s Series B preferred stock is issued in its first issuance to one or more institutional investors, and any date shall be exercisable for a period beginning deemed to be, when referring to the Common Stock, the last reported sale price, or, in case no such reported sale takes place on such day, the date of issuance and ending on the seventh (7th) anniversary average of the date of issuancelast reported sale prices for the last three (3) trading days, subject in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution of this Lease, then as set forth in the form of warrant attached hereto as Exhibit D, without further action by Tenant trading or by the holder NASDAQ Stock Market ("NSM"), or, if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted by the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the average closing bid price as furnished by the National Association of Securities Dealers, Inc. ("NASD") through NASDAQ or similar organization if NASDAQ is no longer reporting such information, or if the Common Stock is not quoted on NASDAQ, as determined in good faith (using customary valuation methods) by resolution of the warrant issued hereunder, such warrant shall automatically be deemed to entitle the holder to acquire, in lieu of such Series B preferred stock, an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal to one hundred twenty-five percent (125%) members of the price per share at which Tenant’s Series A preferred stock was previously issued to institutional investors. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized and existing under the laws Board of England, as the entity to which Landlord’s warrant(s) hereunder should be issued in satisfaction Directors of the foregoing provisionsCompany, based on the best information available to it.

Warrant. Concurrently with In consideration of Imagine's agreement to purchase the mutual execution of this Lease------- Participation Interest, Tenant Wickes shall issue and deliver to Landlord or Landlord’s designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlord) Imagine a warrant or warrants registered in (the name "Warrant") to purchase, at an exercise price of Landlord or Landlord’s designee(s) for $1.00 per share, a number of shares of common stock of Wickes equal to the principal amount of the Additional Term Loan, upon the closing of the acquisition of an aggregate the Participation Interest. The Warrant shall terminate on the later of Fifty-Five Thousand (55,000a) thirty days after receipt by Imagine of written notice from Wickes that the Additional Term Loan has been paid in full (provided it has, in fact, been paid in full), or (b) February 26, 2008. Wickes shall authorize the creation of a sufficient number of common shares and shall agree to reserve such shares for the potential exercise of the Warrant into shares of Tenant’s Series B preferred common stock of Wickes. Imagine shall not have any obligation whatsoever to exercise the Warrant. If, prior to the exercise of the Warrant, Wickes issues any other shares of its common stock, or any instrument convertible into shares of its common stock, or any options, warrants, preferred shares, rights or the like to purchase shares of common stock of Wickes (except for the grant of options to officers, directors and employees of Wickes to purchase up to 1,000,000 shares of common stock, and the exercise of such options by, officers, directors or employees of Wickes; provided, however, that such options may not be exercised if and to the extent the exercise thereof would result in a reduction of Imagine's, Consolidated National Corporation's, and Robert T. Shaw's collective beneficial ownership interest of the outxxxxxxxx xxxxxx stock of Wickes to less than 50.1% (excluding all warrants), unless Imagine agrees otherwise in writing), at a price of less than $2.00 per common share of Wickes (excluding the issuance of (a) convertible debt in exchange for Subordinated Notes pursuant to the "Offer" referenced in Paragraph 7 hereof, and (b) rights, pursuant to a rights offering to the then existing shareholders of Wickes, to purchase shares of Wickes on an adjusted basis for $1.00 or more per share, as adjusted, which warrant(s) rights must be issued and exercised between the date hereof and December 15, 2004), the exercise price shall be in automatically reduced and the form number of Exhibit D attached hereto and incorporated herein by this reference. The warrant(s) shall have an shares of common stock of Imagine issued upon exercise price per share equal to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series B preferred Warrant shall be automatically increased so that the number of shares of common stock is issuable to Imagine upon exercise of the Warrant shall represent the same percentage of issued in its first issuance to one or more institutional investorsand outstanding shares of common stock, and for the same aggregate consideration, that would have been issuable to Imagine (calculated on a fully diluted basis) if such shares, convertible debt, options, warrants, preferred shares, rights or the like to purchase shares of common stock had not been issued at a price of less than $2.00 per share. Wickes shall be exercisable for a period beginning on the date of issuance grant Imagine customary demand and ending on the seventh (7th) anniversary piggyback registration rights with respect to all of the date shares of issuance, subject Wickes common stock issued pursuant to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen (18) months after the mutual execution of this Lease, then as set forth in the form of warrant attached hereto as Exhibit D, without further action by Tenant or by the holder exercise of the warrant issued hereunderWarrant, such warrant shall automatically be deemed to entitle the holder to acquireif it should occur, in lieu of such Series B preferred stock, an aggregate of Fifty-Five Thousand (55,000) as well as all other shares of Tenant’s Series A preferred stockcommon stock of Wickes owned by Imagine. In addition to the anti-dilution provisions described above, the agreements pertaining to the Warrant shall contain standard anti-dilution provisions with an exercise price per share equal respect to one hundred twenty-five percent (125%) of the price per share at which Tenant’s Series A preferred stock was previously issued to institutional investors. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized and existing under the laws of England, as the entity to which Landlord’s warrant(s) hereunder should be issued in satisfaction of the foregoing provisionssuch Wickes shares.

Warrant. Concurrently with the mutual execution of this Lease, Tenant (A) LICENSEE shall issue execute and deliver to Landlord or Landlord’s designees VANDERBILT, within thirty (which may be any members30) days of the Effective Date, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlord) a warrant or warrants registered in the name of Landlord or Landlord’s designee(s) for the acquisition of an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series B preferred stock, which warrant(s) shall be in the form of Exhibit D attached hereto and incorporated herein by this referenceas Exhibit B (the “Warrant”). The warrant(sWarrant shall be exercisable by VANDERBILT at any time and from time to time prior to the tenth (10th) anniversary of the Effective Date for an aggregate price of $1.00 (not per share, but in the aggregate for any or all shares acquired thereunder). At any time and from time to time, the number of shares of Common Stock that may be acquired by VANDERBILT upon exercise of the Warrant (“Warrant Shares”) shall have an exercise price per share equal the positive difference, if any, of (A) the number of shares of Common Stock equal to one hundred twentytwo and one-five half percent (1252.5%) of the price per share at which Tenant’s Series B preferred stock is issued in its first issuance to one aggregate number of outstanding shares of Common Stock of LICENSEE, calculated on a fully-diluted basis assuming the exercise and/or conversion of all outstanding securities exercisable for or more institutional investorsconvertible into Common Stock, whether or not such securities are currently exercisable or convertible, and shall be assuming that such conversions and/or exercises are effected for the maximum number of shares exercisable under all such outstanding securities minus (B) the sum of (x) the aggregate number of Shares issued to VANDERBILT pursuant to clause (i) of this Paragraph 6.7 (as adjusted for any reorganization, recapitalization, dividend, split or combination of shares of Common Stock after the Effective Date) and (y) the aggregate number of Warrant Shares theretofore acquired by VANDERBILT upon a period beginning on the date of issuance and ending on the seventh (7th) anniversary prior exercise of the date of issuance, subject to earlier termination upon certain events as specified in the form of warrant. If no Series B preferred stock has been issued by Tenant to one or more institutional investors within eighteen Warrant. (18B) months after the mutual execution of this Lease, then as set forth in the form of warrant attached hereto as Exhibit D, without Without further action by Tenant either LICENSEE or by VANDERBILT, the holder of the warrant issued hereunder, such warrant Warrant shall automatically be deemed to entitle have been exercised in full on the holder to acquiredate on which LICENSEE closes a Qualified Private Financing (as that term is defined in those certain Senior Convertible Promissory Notes dated October 29, in lieu of such Series B preferred stock2004, an aggregate of Fifty-Five Thousand (55,000) shares of Tenant’s Series A preferred stock, with an exercise price per share equal to one hundred twenty-five percent (125%) of between LICENSEE and the price per share at which Tenant’s Series A preferred stock was previously issued to institutional investors. Landlord hereby designates its affiliate Kwacker Limited, a corporation organized and existing under the laws of Englandlenders named therein, as the entity same may be amended from time to which Landlord’s warrant(stime) hereunder should be for the maximum number of shares then acquirable thereunder (giving effect to all securities issued in satisfaction connection with such Qualified Private Financing). (C) For the avoidance of doubt, it is the parties’ intent that the interest in LICENSEE acquired by VANDERBILT under Paragraphs 6.7(i) and (ii) not be diluted below 2.5% of the foregoing provisionsaggregate number of outstanding shares of Common Stock of LICENSEE, calculated on a fully-diluted basis assuming the exercise and/or conversion of all outstanding securities exercisable for or convertible into Common Stock outstanding at the final closing of, and after giving effect to, the Qualified Private Financing, whether or not such securities are currently exercisable or convertible. Following the Qualified Private Financing, VANDERBILT will be subject to dilution in the same manner as any other holder of Common Stock. (D) Except as provided in this Paragraph 6.7(ii), LICENSEE’s obligation to issue Warrant Shares upon VANDERBILT’s exercise of the Warrant is unconditional, and the Warrant Shares issued thereunder shall not be offset, assessed or otherwise applied to or against any other payments due under this Agreement or otherwise or any liabilities of VANDERBILT in connection with this Agreement or otherwise, including those arising from any breach or alleged breach of the Agreement by VANDERBILT.