THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HA VE 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 ISSUER, 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: As set forth in Paragraph A below
Type/Series of Stock: Series F Preferred Stock, $0.01 par value per share
Warrant Price: $1.41 per Share, subject to adjustment
Issue Date: September 12, 2014
Expiration Date: September 11, 2024 See also Section 5.l(b).
Credit Facility: This Warrant to Purchase Stock ("Warrant") is issued in connection with that certain
Loan and Security Agreement of even date herewith between Silicon Valley Bank and
the Company (as amended and/or modified and in effect from time to time, the "Loan
Agreement").
THIS WARRANT  CERTIFIES THAT, for good and valuable consideration, SILICON
VALLEY BANK (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 up to such number of fully
paid and non-assessable shares of the above-stated Type/Series of Stock (the "Class") of the above­
named company (the "Company") as determined pursuant to Paragraph A below, 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. Reference is made to Section 5.4
of this Warrant whereby Silicon Valley Bank shall transfer this Warrant to its parent company, SVB
Financial Group.
A. Number of Shares. This Warrant shall be exercisable for the Initial Shares, plus the
Additional Shares, if any (collectively, and as may be adjusted from time to time in accordance with the
provisions of this Warrant, the "Shares").
(1) Initial Shares. As used herein, "Initial Shares" means 50,000 shares of the Class,
subject to adjustment from time to time in accordance with the provisions of this Warrant.
(2) Additional Shares.
(a) First Additional Shares. Upon the making of the Term B Loan Advance
(as defined in the Loan Agreement) to the Company, this Warrant shall automatically  become
exercisable from and after such date for an additional 25,000 shares of the Class, as such number may be
adjusted from time to time in accordance with the provisions of this Warrant (the "First Additional
Shares"), including, without limitation,  adjustments in respect of events occurring prior to the date, if
any, on which this Warrant becomes exercisable for the First Additional Shares.
Exhibit 4.4





	
	(b)  Second Additional Shares. Upon the making of the Term C Loan
Advance (as defined in the Loan Agreement) to the Company, this Warrant shall automatically become
exercisable from and after such date for an additional 25,000 shares of the Class, as such number may be
adjusted from time to time in accordance with the provisions of this Warrant (the "Second Additional
Shares" and, together with the First Additional Shares, the "Additional Shares"),  including, without
limitation, adjustments in respect of events occurring prior to the date, if any, on which this Warrant
becomes exercisable for the Second Additional Shares.
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);
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 (as defined below)
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
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
2 





	
	is then convertible. If the Company's co=on 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"),  and the fair market value of one Share as determined in accordance with Section 1.3
above would be greater than the Warrant Price in effect on such date immediately prior to such
Cash/Public Acquisition, and Holder has not exercised this Warrant pursuant to Section 1.1 above as to
all Shares, then this Warrant shall automatically be deemed to be Cashless Exercised pursuant to
Section 1.2 above as to all Shares effective immediately prior to and contingent upon the consummation
of a Cash/Public Acquisition. In connection with such Cashless Exercise, Holder shall be deemed to
have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof
and the Company shall promptly notify the Holder of the number of Shares (or such other securities)
issued upon exercise. In the event of a Cash/Public Acquisition where the fair market value of one
Share as determined in accordance with Section 1.3 above would be less than the Warrant Price in effect
immediately prior to such Cash/Public Acquisition, then this Warrant will expire immediately prior to
the consummation of such Cash/Public Acquisition.
3 





	
	(c) Upon the closing of any Acquisition other than a Cash/Public Acquisition, 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.
(d) 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 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.
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
4 





	
	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
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 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 Class were last sold and issued prior to the Issue
Date hereof in an arms-length transaction in which at least $500,000 of such shares were sold.
(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. 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.
5 





	
	(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;
(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 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
(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.
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.
6 





	
	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.

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 Fifth Amended and Restated
Investors' Rights Agreement dated as of June 28, 2013, 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. Without limiting any term or provision of this Warrant,
Holder agrees that, as a Holder of this Warrant, it will not have any rights as a stockholder in respect of
the Shares issuable on 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, Pacific time, on the
Expiration Date and shall be void thereafter.
7 





	
	(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
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 SILICON VALLEY BANK DATED
SEPTEMBER 12, 2014, 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,
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 SVB Financial Group (Silicon Valley Bank's parent
company) or any other 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.
8 





	
	5.4 Transfer Procedure. After receipt by Silicon Valley Bank of the executed Warrant,
Silicon Valley Bank will transfer all of this Warrant to its parent company, SVB Financial Group. By its
acceptance of this Warrant, SVB Financial Group hereby makes to the Company each of the
representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms
and conditions of this Warrant as if the original Holder hereof. Subject to the provisions of Section 5.3
and upon providing the Company with written notice, SVB Financial Group 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 upon conversion of the Shares, if any) to any transferee, provided, however, in
connection with any such transfer, SVB Financial Group or any subsequent Holder will give the
Company notice of the portion of the Warrant and/or Shares (and/or securities issued upon conversion of
the Shares, if any) 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); and provided further, that any subsequent transferee other than SVB Financial
Group 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 upon exercise hereof (or of any
securities issued upon conversion of such Shares) shall be subject to Section 5.06 of the Bylaws.
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 (3 1-d ) Business Day after being mailed by first-class registered or certified mail, postage prepaid,
(iii) upon actual receipt if given by facsimile or 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:
SVB Financial Group
Attn: Treasury Department
3003 Tasman Drive, HC 215
Santa Clara, CA 95054
Telephone: (408) 654-7400
Facsimile: (408) 988-8317
Email address: derivatives @svb.com
Notice to the Company shall be addressed as follows until Holder receives notice of a change in
address:
CVRx, Inc.
Attn: Chief Financial Officer
9201 West Broadway Avenue, Suite 650
Minneapolis, MN 55445
Telephone:
9 





	
	Facsimile:
Email:
With a copy (which shall not constitute notice) to:
Faegre Baker Daniels LLP
Attn: Amy Seidel
2200 Wells Fargo Center
90 S. 7th  St.
Minneapolis, MN 55402
Telephone: (612) 766-7769
Facsimile: (612) 766-1600
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 California, 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 Silicon Valley Bank is closed.
[Remainder of page left blank intentionally]
[Signature page follows]
10 





	
	40 _1 11 1 0
Name:  Nadim Y
(Print)
Title: President and Chief Executive Officer
By:
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"
CVRX, INC.
"HOLDER"
SILICON VALLEY BANK
By:
Name:
(Print)
Title:
11 





	
	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"
CVRX, INC.
By:
Name:
(Print)
Title:
"HOLDER"
SILICON VALLEY BANK
By:
Name:  aNi M 01) t
(Print)
Title: fv-Icola  r-Lo  Di re
11 





	
	APPENDIX 1
NOTICE OF EXERCISE
1. The undersigned Holder hereby exercises its right to purchase   shares of the
Common/Series   Preferred [circle one] Stock of  (the "Company") in
accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Warrant
Price for such shares as follows:
[ 1 check in the amount of $  payable to order of the Company enclosed
herewith
[ 1 Wire transfer of immediately available funds to the Company's account
[ 1 Cashless Exercise pursuant to Section 1.2 of the Warrant
[ 1 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 1 





	
	SCHEDULE 1
Company Capitalization Table
See attached
1702710.2
Schedule 1