Exhibit 10.2


 


 


THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE
AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED
UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE
OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


WARRANT TO PURCHASE STOCK


 


This WARRANT TO PURCHASE
STOCK (as amended and in effect from time to time, this “Warrant”) is issued as of the issue date set forth on Schedule
I hereto (the “Issue Date”) by the company set forth on Schedule I hereto (the “Company”) to SVB
INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership, in connection with that certain Mezzanine Loan and Security Agreement
of even date herewith between them (as amended and/or modified and in effect from time to time, the “Loan Agreement”).
The parties agree as follows:


 


SCHEDULE I. WARRANT PROVISIONS.


 


	Warrant Section	Warrant Provision
	Recitals – “Issue Date”	August 2, 2021.
	Recitals – “Company”	Lantronix, Inc., a Delaware corporation.
	1.1 – “Class”	Common Stock, $0.0001 par value per share.
	1.1 – “Exercise Price”	$4.695 per Share.
	1.2 – “Shares”	63,898
	6.1(a) – “Expiration Date”	August 2, 2033.


 


SECTION 1.RIGHT TO PURCHASE SHARES.


 


1.1.                             
Grant of Right. For good and valuable consideration, the Company hereby grants to SVB INNOVATION CREDIT FUND VIII, L.P.,
a Delaware limited partnership (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued
upon exercise hereof, “Holder”) the right, and Holder is entitled, to purchase from the Company up to the number of
fully paid and non-assessable shares (as determined pursuant to Section 1.2 below) of the class set forth on Schedule I hereto (the “Class”),
at a purchase price per Share set forth on Schedule I hereto (the “Exercise Price”), subject to the provisions and
upon the terms and conditions set forth in this Warrant.


 


1.2.                             
Number of Shares. This Warrant shall be exercisable for the number of shares of the Class as set forth on Schedule I hereto
as may be adjusted from time to time in accordance with the provisions of this Warrant, the “Shares”).


 


1.3.                             
Intentionally Omitted.


 


1.4.                             

Intentionally Omitted.


 


SECTION 2.EXERCISE.


 


2.1.                             
Method of Exercise. Holder may exercise this Warrant in whole or in part at any time and from time to time prior to the
expiration or earlier termination of this Warrant, by delivering to the Company the original of this Warrant together with a duly executed
Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant
to a cashless exercise set forth in Section 2.2 below, a check, wire transfer of same-day funds (to an account designated by the Company),
or other form of payment acceptable to the Company for the aggregate Exercise Price for the Shares being purchased. Notwithstanding any
contrary provision herein, to the extent that the original of this Warrant is an electronic original, in no event shall an original ink-signed
paper copy of this Warrant be required for any exercise of a Holder’s rights hereunder, nor shall this Warrant or any physical
copy hereof be required to be physically surrendered at the time of any exercise hereof.


 


 






    	 	 	 



     


    

 


2.2.                             
Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Exercise Price in the manner specified
in Section 2.1 above, Holder may elect to surrender to the Company Shares having an aggregate value equal to the aggregate Exercise Price.
If Holder makes such election, the Company shall issue to Holder such number of fully paid and non-assessable Shares determined by the
following formula:


 


X = Y(A-B)/A


 


where:


 


X = the number of
Shares to be issued to Holder;


 


Y = the number of
Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the
aggregate Exercise Price);


 


A = the fair market value (as determined pursuant
to Section 2.3 below) of one Share; and B = the Exercise Price.


 


2.3.                             
Fair Market Value. If shares of the Company’s common stock are then traded or quoted on a nationally recognized securities
exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”) and the Class is common stock,
the fair market value of a Share shall be the closing price or last sale price of a share of the Company’s common stock reported
for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company.
If shares of the Company’s common stock are not then traded in a Trading Market, the Board of Directors of the Company shall determine
the fair market value of a Share of the Class in its reasonable good faith judgment.


 


2.4.                             
Delivery of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set
forth in Sections 2.1 or 2.2 above, the Company shall deliver to Holder a certificate (or, in the case of uncertificated securities, provide
notice of book entry) representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and
has not expired, a new warrant of like tenor representing the Shares not so acquired (or surrendered in payment of the aggregate Exercise
Price).


 


2.5.                              Replacement of Warrant.


 


(a)                               
Paper Original Warrant. To the extent that the original of this Warrant is a paper original, on receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction,
on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount to the Company or, in the case of mutilation,
on surrender of this Warrant to the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder,
in lieu of this Warrant, a new warrant of like tenor and amount.


 


(b)                               
Electronic Original Warrant. To the extent that the original of this Warrant is an electronic original, if at any time this
Warrant is rejected by any person (including, but not limited to, paying or escrow agents) or any such person fails to comply with the
terms of this Warrant based on this Warrant being presented to such person as an electronic record or a printout hereof, or any signature
hereto being in electronic form, the Company shall, promptly upon Holder’s request and without indemnity, execute and deliver to
Holder, in lieu of electronic original versions of this Warrant, a new warrant of like tenor and amount in paper form with original ink
signatures.


 


 


 






    	 	2	 



     


    

 


2.6.                             Treatment
of Warrant Upon Acquisition of Company. 


 


(a)                               
Acquisition. “Acquisition” means any transaction or series of related transactions involving: (i) the
sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company; (ii) any merger or consolidation
of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s
domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior
to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s
or the ultimate parent company of the surviving entity if the surviving entity if not the ultimate parent company) outstanding voting
power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company
of shares representing at least a majority of the Company’s then-total outstanding combined voting power. For the avoidance of doubt,
“Acquisition” shall not include any sale and issuance by the Company of shares of its capital stock or of securities or instruments
exercisable for or convertible into, or otherwise representing the right to acquire, shares of its capital stock to one or more investors
for cash in a transaction or series of related transactions the primary purpose of which is a bona fide equity financing of the Company.


 


(b)                               
Treatment of Warrant in Cash/Public Acquisition. In the event of an Acquisition in which the consideration to be received
by the holders of the outstanding shares of the Class (in their capacity as such) consists solely of cash, solely of Marketable Securities
(as hereinafter defined) or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), and the
fair market value of one Share as determined in accordance with Section 2.3 above would be greater than the Exercise Price in effect as
of immediately prior to the closing of such Cash/Public Acquisition, and Holder has not previously exercised this Warrant in full, then,
in lieu of Holder’s exercise of the unexercised portion of this Warrant, this Warrant shall, as of immediately prior to such closing
(but subject to the occurrence thereof) automatically cease to represent the right to purchase Shares and shall, from and after such closing,
represent solely the right to receive the aggregate consideration that would have been payable in such Acquisition on and in respect of
all Shares for which this Warrant was exercisable as of immediately prior to the closing thereof, net of the aggregate Exercise Price
therefor, as if such Shares had been issued and outstanding to Holder as of immediately prior to such closing, as and when such consideration
is paid to the holders of the outstanding shares of the Class. In the event of a Cash/Public Acquisition in which the fair market value
of one Share as determined in accordance with Section 2.3 above would be equal to or less than the Exercise Price in effect as of immediately
prior to the closing of such Cash/Public Acquisition, then this Warrant will automatically and without further action of any party terminate
as of immediately prior to such closing.


 


(c)                               
Treatment of Warrant in non-Cash/Public Acquisition. Upon the closing of any Acquisition other than a Cash/Public Acquisition,
the acquiring, surviving or successor entity shall assume this Warrant and the Company’s obligations hereunder, and this Warrant
shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise
of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, at an aggregate
Exercise Price equal to the aggregate Exercise Price in effect as of immediately prior to such closing, all subject to further adjustment
from time to time thereafter in accordance with the provisions of this Warrant.


 


(d)                               
Marketable Securities. “Marketable Securities” means securities meeting all of the following requirements
(determined as of immediately prior to the closing of the Acquisition): (i) the issuer thereof is then subject to the reporting requirements
of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then
current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares
or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant
on or prior to the closing thereof is then traded in a Trading Market, and (iii) following the closing of such Acquisition, Holder would
not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received by Holder in
such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition, except to the extent that
any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond six
(6) months from the closing of such Acquisition. Notwithstanding the foregoing provisions of this Section 2.6(d), securities held in escrow
or subject to holdback to cover indemnification-related claims shall be deemed to be Marketable Securities if they would otherwise be
Marketable Securities but for the fact that they are held in escrow or subject to holdback to cover indemnification-related claims.


 


 






    	 	3	 



     


    

 


SECTION 3.CERTAIN ADJUSTMENTS TO THE SHARES,
CLASS AND EXERCISE PRICE.


  


3.1.                             
Stock Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the
Class payable in additional shares of the Class (including fractional shares) or other securities or property (other than cash), then
upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and
kind of securities and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or
distribution occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number
of shares, the number of Shares purchasable hereunder shall be proportionately increased, even if such number would include fractional
shares, and the Exercise Price shall be proportionately decreased. If the outstanding shares of the Class are combined or consolidated,
by reclassification or otherwise, into a lesser number of shares, the Exercise Price shall be proportionately increased and the number
of Shares shall be proportionately decreased, even if such number would include fractional shares.


 


3.2.                             
Reclassification, Exchange, Combination or Substitution. Upon any event whereby all of the outstanding shares of the Class
are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series,
then from and after the consummation of such event, “Class” shall mean such securities and this Warrant will be exercisable
for the number of such securities that Holder would have received had the Shares been outstanding on and as of the consummation of such
event, at an aggregate Exercise Price equal to the aggregate Exercise Price in effect as of immediately prior to such event, all subject
to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 3.2
shall similarly apply to successive reclassifications, exchanges, combinations, substitutions, replacements or other similar events.


 


3.3.                             
Adjustment to Exercise Price on Cash Dividend. In the event that the Company at any time or from time to time prior to the
exercise in full of this Warrant pays any cash dividend on the outstanding shares of the Class or makes any cash distribution on or in
respect of all outstanding shares of the Class (other than a distribution of cash proceeds received by the Company in connection with
an Acquisition described in Section 2.62.6(a)(i) above), then on and as of the date of each such dividend payment and/or distribution,
the Exercise Price shall be reduced by an amount equal to the amount paid or distributed upon or in respect of each outstanding share
of the Class; provided that in no event shall the Exercise Price be reduced below the then-par value, if any, of a share of the Class.


 


3.4.                             
No Fractional Share. No fractional Share shall be issued upon exercise of this Warrant, and the number of Shares to be issued
shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of this Warrant, the Company
shall eliminate such fractional Share interest by paying Holder in cash an amount equal to (a) such fractional interest, multiplied by
(b)(i) the fair market value (as determined in accordance with Section 2.3 above) of a full Share, less (ii) the then-effective Exercise
Price (the “Fractional Share Value”), unless Holder otherwise elects, in its sole discretion, to waive such payment.
Notwithstanding any contrary provision herein, if this Warrant becomes exercisable for a fractional Share interest at any time or from
time to time prior to the exercise in full of this Warrant, and the Company eliminates such fractional Share interest prior to any exercise
of this Warrant, then the then-effective Exercise Price shall be reduced by an amount equal to the Fractional Share Value, unless Holder
otherwise elects, in its sole discretion, to waive such reduction.


 


3.5.                             
Certificate as to Adjustments. Within a reasonable time following each adjustment of the Exercise Price, Class and/or number
of Shares pursuant to the terms of this Warrant, the Company, at its expense, shall deliver a certificate of its Chief Financial Officer
or other authorized officer to Holder setting forth the adjustments to the Exercise Price, Class and/or number of Shares and the facts
upon which such adjustments are based. The Company shall, at any time and from time to time within a reasonable time following Holder’s
written request and at the Company’s expense, furnish Holder with a certificate of its Chief Financial Officer or other authorized
officer setting forth the then-current Exercise Price, Class and number of Shares and the computations or other determinations thereof.


 


 






    	 	4	 



     


    

 


SECTION 4.REPRESENTATIONS AND COVENANTS OF
THE COMPANY.


 


4.1.                             
Representations and Warranties. The Company represents and warrants to, and agrees with, Holder as follows:


 


(a)                              
Intentionally Omitted.


 


 


(b)                               
Intentionally Omitted.


 


(c)                               
All Shares which may be issued upon the exercise of this Warrant, shall, upon issuance, be duly authorized, validly issued, fully
paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under the Company’s
Certificate of Incorporation or Bylaws, each as amended and in effect from time to time (the “Charter Documents”),
any stockholder agreement (to the extent Holder is then a party thereto or otherwise subject thereto in accordance with the provisions
of Section 5.3 below) or applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved
and kept available out of its authorized and unissued capital stock such number of shares of the Class and other securities as will be
sufficient to permit the exercise in full of this Warrant.


 


(d)                               
Intentionally Omitted.


 


4.2.                            
Notice of Certain Events. If the Company proposes at any time to:


 


(a)                               
declare any dividend or distribution upon the outstanding shares of the Class, whether in cash, stock or other securities or property
and whether or not a regular cash dividend;


 


(b)                                effect
any redemption, reclassification, exchange, combination, substitution, reorganization or recapitalization of the
outstanding shares of the Class on a pro rata basis; or


 


(c)                                effect
an Acquisition, or to liquidate, dissolve or wind up the Company;


 


then, in connection with each such event, the Company shall give Holder
(pursuant to Section 6.5 below):


 


(1)                               
in the case of the matters referred to in (a) above, at least seven (7) Business Days prior written notice of the earlier to occur
of the effective date thereof or the date on which a record will be taken for such dividend, distribution, or subscription rights (and
specifying the date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining rights to vote,
if any;


 


(2)                               
in the case of the matters referred to in (b) and (c) above, at least seven (7) Business Days prior written notice of the date
when the same shall take effect (and specifying, in the Company’s good faith estimate, the date on which the holders of outstanding
shares of the Class will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of
such event and such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with
such event giving rise to the notice); and


 


4.3.                             
Certain Company Information. The Company will provide such information requested by Holder from time to time, within a reasonable
time following each such request, that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting
requirements.


 


 






    	 	5	 



     


    

 


SECTION 5.REPRESENTATIONS AND COVENANTS
OF HOLDER.


 


Holder represents and warrants to, and agrees with, the Company as
follows:


 


5.1.                             
Investment Representations.


 


(a)                               
Purchase for Own Account. This Warrant and the Shares to be acquired upon exercise hereof are being acquired for investment
for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of
the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.


 


(b)                               
Disclosure of Information. Holder is aware of the Company’s business affairs and financial condition and has received
or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect
to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions of and receive
answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain
additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense)
necessary to verify any information furnished to Holder or to which Holder has access.


 


(c)                               
Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial
risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the
economic risk of such Holder’s investment in this Warrant and its underlying securities for an indefinite period of time, and has
such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment
in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain
of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business
acumen and financial circumstances of such persons.


 


(d)                               
Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated
under the Act.


 


(e)                               
The Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under
the Act or registered or qualified under the securities laws of any state, and are issued in reliance upon specific exemptions therefrom,
which exemptions depend upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. Holder
understands that the Company is under no obligation to so register or qualify this Warrant, the Shares or such other securities. Holder
understands that this Warrant and the Shares issued upon any exercise hereof are “restricted securities” under applicable
federal and state securities laws and must be held indefinitely unless subsequently registered under the Act and registered or qualified
under applicable state securities laws, or unless exemptions from such registration and qualification are otherwise available. Holder
is aware of the provisions of Rule 144 promulgated under the Act.


 


5.2.                             
No Stockholder Rights. Without limiting any provision of this Warrant, Holder agrees that as a Holder of this Warrant it
will not have any rights (including, but not limited to, voting rights) as a stockholder of the Company with respect to the Shares issuable
hereunder unless and until the exercise of this Warrant and then only with respect to the Shares issued on such exercise.


 


5.3.                              
Intentionally Omitted.


 


5.4.                              
Intentionally Omitted.


 


5.5.                             
Confidential Information. Holder agrees to treat and hold all information provided by the Company pursuant to this Warrant
in confidence in accordance with the applicable provisions of the Loan Agreement (regardless of whether the Loan Agreement shall then
be in effect).


 


 






    	 	6	 



     


    

 


SECTION 6.MISCELLANEOUS.


 


6.1.                             
Term; Automatic Cashless Exercise Upon Expiration.


 


(a)                               
Term. Subject to the provisions of Section 2.6 above, this Warrant is exercisable in whole or in part at any time and from
time to time on or before 6:00 PM, Pacific time, on the expiration date set forth on Schedule I hereto (the “Expiration Date”)
and shall be void thereafter; provided that if the Company does not deliver to Holder written confirmation of the fair market value of
a Share pursuant to Section 6.1(b) below, then the Expiration Date shall automatically be extended until the earlier to occur of (i) such
date as the Company delivers such written confirmation and (ii) one (1) year after the Expiration Date.


 


(b)                               
Automatic Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one
Share as determined in accordance with Section 2.3 above is greater than the Exercise Price in effect on such date, then this Warrant
shall automatically be deemed on and as of such date to be exercised pursuant to Section 2.2 above as to all Shares for which it shall
not previously have been exercised, and the Company shall, within a reasonable time following Holder’s written request, deliver
a certificate (or, in the case of uncertificated securities, provide notice of book entry) representing the Shares issued to Holder upon
such exercise. If shares of the Company’s common stock are not then traded in a Trading Market, the Company shall deliver to Holder,
prior to the Expiration Date, written confirmation of the fair market value of a Share (as determined pursuant to Section 2.3 above)
to be used in determining whether this Warrant shall automatically exercise on the Expiration Date pursuant to this Section 6.1(b).


 


6.2.                             
Legends. Each certificate or notice of book entry evidencing Shares shall be imprinted with a legend in substantially the
following form (together with such additional legends as may be required by the Charter Documents or under any stockholder agreement (to
the extent Holder is then a party thereto or otherwise subject thereto in accordance with the provisions of Section 5.3 above)):


 


THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND,
EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO SVB INNOVATION CREDIT FUND VIII, L.P. DATED AUGUST
2, 2021, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION
OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


6.3.                             
Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise hereof may not be transferred
or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee
(including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company,
as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to any
affiliate of Holder; provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated
under the Act.


 


6.4.                             
Transfer Procedure. Subject to the provisions of Section 6.3 and upon providing the Company with written notice, Holder
and any subsequent Holder may transfer all or part of this Warrant or the Shares issued upon exercise of this Warrant to any transferee;
provided that in connection with any such transfer, Holder or any subsequent Holder will give the Company notice of the portion of the
Warrant and/or Shares being transferred with the name, address and taxpayer identification number of the transferee, and Holder will surrender
this Warrant, or the certificates or other evidence of such Shares or other securities, to the Company for reissuance to the transferee(s)
(and to Holder if applicable); and provided further, that any such subsequent transferee shall make substantially the representations
set forth in Section 5.1 above and shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant;
and provided further, that the transfer of any Shares issued on exercise hereof shall be subject to the provisions of the stockholder
agreements to the extent Holder is then a party thereto or otherwise subject thereto in accordance with the provisions of Section 5.3
above.


 


 






    	 	7	 



     


    

 


6.5.                             
Notices. All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered
and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified
mail, postage prepaid, (iii) upon actual receipt if given by electronic mail and such receipt is confirmed in writing by the recipient,
or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such
address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to
time in accordance with the provisions of this Section 6.5. All notices to Holder shall be addressed as follows until the Company receives
notice of a change of address in connection with a transfer or otherwise:


 


SVB Innovation Credit Fund VIII, L.P.


c/o SVB Capital


2770 Sand Hill Road


Menlo Park, CA 94025


Attn: SVB Capital Finance and Operations


Email: svbcapitalcredit@svbank.com; and SVBCapCreditFinance@svb.com


 


All notices
to the Company shall be addressed as follows until Holder receives notice of a change in address:


 


Lantronix, Inc.


7535 Irvine Center Drive, Suite 100


Irvine, CA 92618


Attn: Jeremy Whitaker, CFO


Email: jeremy.whitaker@lantronix.com


Website URL: www.lantronix.com


 


With a copy (which shall not constitute notice) to:


 


Lantronix, Inc.


7535 Irvine Center Drive, Suite 100


Irvine, CA 92618


Attn: David Goren, Vice President


Email: legal@lantronix.com


 


6.6.                             
Amendment and Waiver. Notwithstanding any contrary provision herein or in the Loan Agreement, this Warrant may be amended
and any provision hereof waived (either generally or in a particular instance and either retroactively or prospectively) only by an instrument
in writing signed by Holder and any party against which enforcement of such amendment or waiver is sought.


 


6.7.                             
Counterparts; Electronic Signatures; Status as Certificated Security. This Warrant may be executed by one or more of the
parties hereto in any number of separate counterparts, all of which together shall constitute one and the same instrument. The Company,
Holder and any other party hereto may execute this Warrant by electronic means and each party hereto recognizes and accepts the use of
electronic signatures, including any Electronic Signature as defined in the Electronic Transactions Law (2003 Revision) of the Cayman
Islands (the “Cayman Islands Electronic Signature Law”), and the keeping of records in electronic form, including any
Electronic Record, as defined in Cayman Islands Electronic Signature Law, by any other party hereto in connection with the execution and
storage hereof. To the extent that this Warrant or any agreement subject to the terms hereof or any amendment hereto is executed, recorded
or delivered electronically, it shall be binding to the same extent as though it had been executed on paper with an original ink signature,
as provided under applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the
Cayman Islands Electronic Signature Law; provided that Sections 8 and 19(3) of the Cayman Islands Electronic Signature Law shall not apply
to this Warrant or the execution or delivery hereof. The fact that this Warrant is executed, signed, stored or delivered electronically
shall not prevent the transfer by any Holder of this Warrant pursuant to Section 6.4 or the enforcement of the terms hereof. To the extent
that the original of this Warrant is an electronic original, this Warrant, and any copies hereof, shall NOT be deemed to be a “certificated
security” within the meaning of Section 8102(a)(4) of the California Commercial Code. Physical possession of the original of this
Warrant or any paper copy thereof shall confer no special status to the bearer thereof.


 


 






    	 	8	 



     


    

 


6.8.                             
Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning
of any provision of this Warrant.


 


6.9.                             
Business Days. “Business Day” means any day that is not a Saturday, Sunday or a day on which banks in
California are closed.


 


SECTION 7.GOVERNING LAW, VENUE AND JURY TRIAL
WAIVER; JUDICIAL REFERENCE.


 


7.1.                             
Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without
giving effect to its principles regarding conflicts of law.


 


 


7.2.                             
Jurisdiction and Venue. The Company and Holder each irrevocably and unconditionally submit to the exclusive jurisdiction
of the State and Federal courts in Santa Clara County, California; provided, however, that nothing in this Warrant shall be deemed to
operate to preclude Holder from bringing suit or taking other legal action in any other jurisdiction to enforce a judgment or other court
order in favor of Holder. Each of the Company and Holder expressly, irrevocably and unconditionally submits and consents in advance to
such jurisdiction in any action or suit commenced in any such court, and each of the Company and Holder hereby irrevocably and unconditionally
waives, to the fullest extent permitted by applicable law, any objection that it may have based upon lack of personal jurisdiction, improper
venue, or forum non conveniens and hereby irrevocably and unconditionally consents to the granting of such legal or equitable relief as
is deemed appropriate by such court. Each of the Company and Holder hereby waives personal service of the summons, complaints, and other
process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered
or certified mail addressed to the Company or Holder, as applicable, in accordance with Section 6.5 of this Warrant and that service so
made shall be deemed completed upon the earlier to occur of the Company’s actual receipt thereof of three (3) days after deposit
in the U.S. mails, proper postage prepaid.


 


7.3.                             
Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND HOLDER EACH WAIVES ITS RIGHT TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS WARRANT, THE LOAN AGREEMENT OR ANY CONTEMPLATED TRANSACTION,
INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES’ AGREEMENT TO
THIS WARRANT. EACH PARTY HERETO HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.


 


7.4.                             
Judicial Reference. WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT
TO A TRIAL BY JURY, if the waiver of the right to a trial by jury in Section 7.3 above is not enforceable, the parties hereto agree
that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private
judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior
Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law
if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California;
and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance
with the provisions of California Code of Civil Procedure Sections 638 through 645.1, inclusive. The private judge shall have the power,
among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and
permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating
thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has
not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California
Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a
court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted
in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall
oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court
judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding,
whether of fact or of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure Section 644(a).
Nothing in this Section 7.4 shall limit the right of any party at any time to exercise self-help remedies or obtain provisional remedies.
The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this Section 7.4.


 


7.5.                             

Survival. This Section 7 shall survive the termination of this Warrant.


 


[Signature page follows]


 






    	 	9	 



     


    

 


 


IN WITNESS WHEREOF, the parties have caused
this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.


 


COMPANY:


 


LANTRONIX,
INC.


 


 


By: /s/ Jeremy
Whitaker                            


Name: Jeremy Whitaker


Title: Chief Financial Officer


 


 


HOLDER:


 


SVB INNOVATION CREDIT FUND VIII, L.P.


By:
SVB Innovation Credit Partners VIII, LLC,


a Delaware limited liability company, its General Partner


 


By: /s/ J.P. Michael                                    


Name: J.P. Michael


Title: Senior Managing Director


 


 






    	 	10	 



     


    

 


APPENDIX 1


 


Form of Notice of Exercise of Warrant


 


1.
  The undersigned Holder hereby exercises its right to purchaseshares of the Common Stock of _________________ (the
“Company”) in accordance with the attached Warrant to Purchase Stock, and tenders payment of the aggregate
Exercise Price for such shares as follows:


 


[  ]  Check in the amount of $                  payable to order of the Company enclosed herewith


 





[ 
 ]  Wire transfer of immediately available funds to the Company’s account


 





[  ]
 Cashless exercise pursuant to Section 2.2 of the Warrant, resulting in the issuance of _______shares of the Common Stock of the
Company


 





[  ]  Other [Describe]                                                                                            




 





2.
   Please issue a certificate or certificates (or evidence of book entry) representing the Shares in the name specified
below:


 


___________________________________


Holder’s Name 


___________________________________ 


 


___________________________________




(Address)


 


3.    By
its execution below and for the benefit of the Company, Holder hereby makes each of the representations and warranties set forth in Section
5.1 of the Warrant To Purchase Stock as of the date hereof.


 


 


HOLDER:


 


_____________________________________________





 


By:___________________________________________





Name:_________________________________________ 


Title:__________________________________________ 


 (Date):_________________________________________


 


 


 


 


 


Appendix 1