1
BOS 48031695v2
BOS 48045969v1
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 5.3 AND 5.4 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
Company:   CVRx, INC., a Delaware corporation
Number of Shares:   175,000
Type/Series of Stock: Series G Preferred
Warrant Price:   $0.80 per share
Issue Date:   May 31, 2016
Expiration Date:   May 31, 2026  See also Section 5.1(b).
Credit Facility: This Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain
Loan and Security Agreement of even date herewith among Oxford Finance LLC, as
Lender and Collateral Agent, the Lenders from time to time party thereto, and the
Company (as modified, amended and/or restated from time to time, the “Loan
Agreement”).
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, OXFORD FINANCE LLC
(“Oxford” and, together with any successor or permitted assignee or transferee of this Warrant or of any shares
issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable shares
(the “Shares”) of the above-stated Type/Series of Stock (the “Class”) of the above-named company (the
 “Company”) at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this
Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.
SECTION 1. EXERCISE.
1.1 Method of Exercise.  Holder may at any time and from time to time exercise this
Warrant, in whole or in part, 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 1.2, 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
Warrant Price for the Shares being purchased.
1.2 Cashless Exercise.  On any exercise of this Warrant, in lieu of payment of the aggregate
Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of
Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this
Warrant is being exercised.  Thereupon, the Company shall issue to the Holder such number of fully paid and non-
assessable Shares as are computed using the following formula:
X = Y(A-B)/A
where:
X = the number of Shares to be issued to the 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 Warrant Price);
Exhibit 4.10





	
	 2
BOS 48045969v1
A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one
Share; and
B = the Warrant Price.
1.3 Fair Market Value.  If the Company’s common stock is 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 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 the Company’s common stock is then traded in a
Trading Market and the Class is a series of the Company’s convertible preferred 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 (as defined below) immediately before the date on which Holder delivers this Warrant together with
its Notice of Exercise to the Company multiplied by the number of shares of the Company’s common stock into
which a Share is then convertible.  If the Company’s common stock is not traded in a Trading Market, the Board of
Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment.
1.4 Delivery of Certificate and New Warrant.  Within a reasonable time after Holder
exercises this Warrant in the manner set forth in Section 1.1 or 1.2 above, the Company shall deliver to Holder a
certificate 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.
1.5 Replacement of Warrant.  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.
1.6 Treatment of Warrant Upon Acquisition of Company.
(a) Acquisition.  For the purpose of this Warrant, “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) outstanding voting power immediately after such merger, consolidation or reorganization (or,
if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or
successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor
entity is not the Company); 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.
(b) Treatment of Warrant at Acquisition.  In the event of an Acquisition in which the
consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities
or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either  (i) Holder shall exercise
this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and
contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this
Warrant will expire immediately prior to the consummation of such Acquisition, subject to the provisions of Section
1.6(c) below.
(c) The Company shall provide Holder with written notice of a proposed Cash/Public
Acquisition (together with reasonable information regarding the treatment of this Warrant in connection with such
contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than
seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition.  In the event the Company
does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the fair market value of one
Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above 





	
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BOS 48045969v1
would be greater than the Warrant 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 1.2 above as to all Shares (or such other securities) for which
it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of
Shares (or such other securities) issued upon such exercise to the Holder and Holder shall be deemed to have
restated each of the representations and warranties in Section 4 of the Warrant as the date thereof.
(d) Upon the closing of any Acquisition other than a Cash/Public Acquisition defined above,
the acquiring, surviving or successor entity shall assume the obligations of this Warrant, 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, subject to further adjustment from time to time in accordance with the provisions of this
Warrant.
(e) As used in this Warrant, “Marketable Securities” means securities meeting all of the
following requirements: (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 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 or convert 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.
SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.
2.1 Stock Dividends, Splits, Etc.  If the Company declares or pays a dividend or distribution
on the outstanding shares of the Class payable in common stock 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 and the Warrant 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 Warrant Price shall be proportionately increased and the number of Shares shall be
proportionately decreased.
2.2 Reclassification, Exchange, Combinations 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, this
Warrant will be exercisable for the number, class and series of Company securities that Holder would have received
had the Shares been outstanding on and as of the consummation of such event, and subject to further adjustment
thereafter from time to time in accordance with the provisions of this Warrant.  The provisions of this Section 2.2
shall similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other
similar events.
2.3 Conversion of Preferred Stock.  If the Class is a class and series of the Company’s
convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by
action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of
Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering
and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from
and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be
exercisable for such number of shares of common stock into which the Shares would have been converted had the
Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in
effect as of immediately prior to such conversion divided by the number of shares of common stock into which one 





	
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BOS 48045969v1
Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with
the provisions of this Warrant.
2.4 Adjustments for Diluting Issuances.  Without duplication of any adjustment otherwise
provided for in this Section 2, the number of shares of common stock issuable upon conversion of the Shares shall
be subject to anti-dilution adjustment from time to time in the manner set forth in the Company’s Articles or
Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required
adjustment.
2.5 No Fractional Share.  No fractional Share shall be issuable 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 the Warrant, the Company shall eliminate such fractional Share interest by
paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as
determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price.
2.6 Notice/Certificate as to Adjustments.  Upon each adjustment of the Warrant Price, Class
and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in writing within a
reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares and facts upon
which such adjustment is based.  The Company shall, upon written request from Holder, furnish Holder with a
certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class
and number of Shares in effect upon the date of such adjustment.
SECTION 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.
3.1 Representations and Warranties.  The Company represents and warrants to, and agrees
with, the Holder as follows:
(a) The initial Warrant Price referenced on the first page of this Warrant is not greater than
the price per share at which shares of the Company’s Series G Preferred Stock are being sold in the equity financing
that is closing simultaneous with the closing of the transactions contemplated by the Loan Agreement.
(b) All Shares which may be issued upon the exercise of this Warrant, and all securities, if
any, issuable upon conversion of the Shares, 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, under
the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”), or under applicable federal and state
securities laws; provided, however, this Warrant itself is not subject to any restrictions on transfer set forth in the
Bylaws and is only subject to the restrictions on transfer set forth herein.  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, common stock and other securities as will be sufficient to permit the exercise in full of this Warrant and
the conversion of the Shares into common stock or such other securities.
(c) The Company’s capitalization table attached hereto as Schedule 1 is true and complete, in
all material respects, as of the Issue Date.
3.2 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 or common
stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend;
(b) offer for subscription or sale pro rata to the holders of the outstanding shares of the Class
any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive
rights);
(c) effect any reclassification, exchange, combination, substitution, reorganization or
recapitalization of the outstanding shares of the Class;  





	
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BOS 48045969v1
(d) effect an Acquisition or to liquidate, dissolve or wind up; or
(e) effect an IPO;
then, in connection with each such event, the Company shall give Holder:
(1) in the case of the matters referred to in (a) and (b) 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 (c) and (d) above at least seven (7)
Business Days prior written notice of the date when the same will take place (and specifying 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
(3) with respect to the IPO, at least seven (7) Business Days prior written notice of
the date on which the Company proposes to file its registration statement in connection therewith.
Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2
hereof if the Company does not give written notice to Holder of a Cash/Public Acquisition as required by the terms
hereof.  The Company will also provide information requested by Holder that is reasonably necessary to enable
Holder to comply with Holder’s accounting or reporting requirements.
SECTION 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER.
The Holder represents and warrants to the Company as follows:
4.1 Purchase for Own Account.  This Warrant and the securities to be acquired upon exercise
of this Warrant by Holder 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.
4.2 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 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.
4.3 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 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.
4.4 Accredited Investor Status.  Holder is an “accredited investor” within the meaning of
Regulation D promulgated under the Act. 





	
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BOS 48045969v1
4.5 The Act.  Holder understands that this Warrant and the Shares issuable upon exercise
hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein.
Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely
unless subsequently registered under the Act and qualified under applicable state securities laws, or unless
exemption from such registration and qualification are otherwise available.  Holder is aware of the provisions of
Rule 144 promulgated under the Act.
4.6 Market Stand-off Agreement.  The Holder agrees that the Shares shall be subject to the
Market Standoff provisions in Section 2.10 of the Company’s Sixth Amended and Restated Investors’ Rights
Agreement dated as of May31, 2016, as amended and in effect from time to time, and that Holder shall comply with
the restrictions on a “Holder” in such Section 2.10.
4.7 No Stockholder Rights.  Holder, as a Holder of this Warrant, will not have any rights as a
stockholder, including voting rights, in respect of the Shares issuable upon exercise hereof until the exercise of this
Warrant.
SECTION 5. MISCELLANEOUS.
5.1 Term; Automatic Cashless Exercise Upon Expiration.
(a) Term.  Subject to the provisions of Section 1.6 above, this Warrant is exercisable in
whole or in part at any time and from time to time on or before 6:00 PM, Eastern time, on the Expiration Date and
shall be void thereafter.
(b) Automatic Cashless Exercise upon Expiration.  In the event that, upon the Expiration
Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in
accordance with Section 1.3 above is greater than the Warrant 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 1.2 above as to all Shares (or
such other securities) for which it shall not previously have been exercised, and the Company shall, within a
reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to
Holder.
5.2 Legends.  Each certificate evidencing Shares (and each certificate evidencing the
securities issued upon conversion of any Shares, if any) shall be imprinted with legends in substantially the
following form:
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 OXFORD FINANCE LLC DATED
MAY 31, 2016, 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.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH
STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE
COMPANY OR SERIES THEREOF AND THE QUALIFICATIONS, 





	
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BOS 48045969v1
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE
CORPORATION AND/OR ITS ASSIGNEE(S), AS PROVIDED IN THE
BYLAWS OF THE CORPORATION.

5.3 Compliance with Securities Laws on Transfer.  This Warrant and the Shares issued upon
exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any)
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 an affiliate
of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated
under the Act.  Additionally, the Company shall also not require an opinion of counsel if there is no material
question as to the availability of Rule 144 promulgated under the Act.
5.4 After receipt by Oxford of the executed Warrant, Oxford may transfer all or part of this
Warrant to one or more of Oxford’s affiliates (each, an “Oxford Affiliate”), by execution of an Assignment
substantially in the form of Appendix 2.  Subject to the provisions of Article 5.3 and upon providing the Company
with written notice, Oxford, any such Oxford Affiliate and any subsequent Holder, may transfer all or part of this
Warrant or the Shares issued upon exercise of this Warrant (or the securities issued directly or indirectly, upon
conversion of the Shares, if any) to any other transferee, provided, however, in connection with any such transfer,
the Oxford Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant being
transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender
this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); provided, further, that the
transfer of any Shares issued upon exercise hereof (or of any securities issued upon conversion of such Shares) shall
be subject to Section 5.06 of the Bylaws; provided, however, as set forth above, this Warrant itself is not subject to
any restrictions on transfer set forth in the Bylaws and is only subject to the restrictions on transfer set forth herein.
Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the
Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any
exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise
hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition
of the Company by such a direct competitor.
5.5 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 5.5.  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:
Oxford Finance LLC
133 N. Fairfax Street
Alexandria, VA 22314
Attn: Legal Department
Telephone: (703) 519-4900
Email: LegalDepartment@oxfordfinance.com
Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:
CVRx, Inc. 





	
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BOS 48045969v1
Attention: CFO
9201 West Broadway Avenue, Suite 650
Minneapolis, Minnesota 55445
Email: jbrintnall@cvrx.com

With a copy (which shall not constitute notice) to:
Faegre Baker Daniels, LLP
Attention: Amy Seidel
2200 Wells Fargo Center
90 South Sixth Street
Minneapolis, Minnesota 55402
Email: amy.seidel@faegrebd.com

5.6 Waiver.  This Warrant and any term hereof may be changed, waived, discharged or
terminated (either generally or in a particular instance and either retroactively or prospectively) only by an
instrument in writing signed by the party against which enforcement of such change, waiver, discharge or
termination is sought.
5.7 Attorneys’ Fees.  In the event of any dispute between the parties concerning the terms
and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all
costs incurred in such dispute, including reasonable attorneys’ fees.
5.8 Counterparts; Facsimile/Electronic Signatures.  This Warrant may be executed in
counterparts, all of which together shall constitute one and the same agreement.  Any signature page delivered
electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any
agreement subject to the terms hereof or any amendment thereto.
5.9 Governing Law.  This Warrant shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to its principles regarding conflicts of law.
5.10 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.
5.11 Business Days.  “Business Day” is any day that is not a Saturday, Sunday or a day on
which Oxford is closed.

[Remainder of page left blank intentionally]
[Signature page follows] 





	
	





	
	





	
	
Appendix 1
BOS 48045969v1
APPENDIX 1
NOTICE OF EXERCISE
1. The undersigned Holder hereby exercises its right purchase ___________ shares of the
Common/Series ______ Preferred [circle one] Stock of CVRX, INC. (the “Company”) in accordance with the
attached Warrant To Purchase Stock, and tenders payment of the aggregate Warrant 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 1.2 of the Warrant
[    ] Other [Describe] __________________________________________
2. Please issue a certificate or certificates 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 restates each of the
representations and warranties in Section 4 of the Warrant to Purchase Stock as of the date hereof.
  HOLDER:



  By:

  Name:

  Title:

  Date:  





	
	
Appendix 2
BOS 48045969v1
APPENDIX 2
ASSIGNMENT
For value received, Oxford Finance LLC hereby sells, assigns and transfers unto
Name:  [OXFORD TRANSFEREE]
Address:
Tax ID:      ]
that certain Warrant to Purchase Stock issued by CVRX, INC. (the “Company”), on May 31, 2016 (the
 “Warrant”) together with all rights, title and interest therein.
  OXFORD FINANCE LLC


  By:

  Name:

  Title:

Date:

By its execution below, and for the benefit of the Company, [OXFORD TRANSFEREE] makes each of the
representations and warranties set forth in Article 4 of the Warrant and agrees to all other provisions of the Warrant
as of the date hereof.
  [OXFORD TRANSFEREE]

  By:

  Name:

  Title: ]
 





	
	
Schedule 1
BOS 48045969v1
SCHEDULE 1
Company Capitalization Table
See attached