EX-4.6




 Exhibit 4.6 

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER
THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION
REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY. 

WARRANT TO PURCHASE SHARES COMMON STOCK 

of 
 TINTRÍ, INC.

 Dated as of [insert date] 

Void after the date specified in Section 8 
  

			
	No. [        ]	  	 Warrant to Purchase

[                ] Shares of

Common Stock
 (subject to
adjustment)


 THIS CERTIFIES THAT, for value received, [insert name of warrant holder], or its registered assigns
(the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Tintrí, Inc., a Delaware corporation (the “Company”), shares of the
Company’s Common Stock, $0.00005 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall
include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. 
 The following is a statement of
the rights of the Holder and the conditions to which this Warrant is subject, and to which Holder, by acceptance of this Warrant, agrees: 

1. Number and Price of Shares; Exercise Period. 

(a) Number of Shares. Subject to any previous exercise of the Warrant, the Holder shall have the right to purchase up to
[            ] Shares, as may be adjusted pursuant hereto prior to (or in connection with) the expiration of this Warrant as provided in Section 8. 

(b) Exercise Price. The exercise price per Share shall be equal to
$[            ]1, subject to adjustment pursuant hereto (the “Exercise Price”). 

 

	1 	NTD: To be equal to 1.2x new 409A price. 









 (c) Exercise Period. This Warrant shall become exercisable, in whole or in part,
upon closing of the Company’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), (the
“Initial Public Offering”), and prior to (or in connection with) the expiration of this Warrant as set forth in Section 8. 

2. Exercise of the Warrant. 

(a) Exercise. The purchase rights represented by this Warrant may be exercised at the election of the Holder, in whole or in
part, in accordance with Section 1, by: 
 (i) the tender to the Company at its principal office (or such other office or agency as the
Company may designate) of a notice of exercise in the form of Exhibit A (the “Notice of Exercise”), duly completed and executed by or on behalf of the Holder, together with the surrender of this Warrant; and 

(ii) the payment to the Company of an amount equal to (x) the Exercise Price multiplied by (y) the number of Shares being purchased,
by (a) wire transfer or certified, cashier’s or other check acceptable to the Company and payable to the order of the Company. 

(b) Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 2(a), if the fair market value of one Share is
greater than the Exercise Price (at the date of calculation as set forth below), the Holder may elect to receive a number of Shares equal to the value of this Warrant (or of any portion of this Warrant being canceled) by surrender of this Warrant at
the principal office of the Company (or such other office or agency as the Company may designate) together with a properly completed and executed Notice of Exercise reflecting such election, in which event the Company shall issue to the Holder that
number of Shares 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 purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)
			
	A	  	=	  	The fair market value of one Share (at the date of such calculation)
			
	B	  	=	  	The Exercise Price (as adjusted to the date of such calculation)


 For purposes of the calculation above, the fair market value of one Share shall be determined by the
Board of Directors of the Company, acting in good faith; provided, however, that: 
 (i) where a public market exists for the
Company’s common stock at the time of such exercise, the fair market value per Share shall be the average of the closing bid and asked prices of the common stock or the closing price quoted on the national securities exchange on which the
common stock is listed as published in the Wall Street Journal, as applicable, for the ten (10) trading day period ending three (3) trading days prior to the date of determination of fair market value; and 

  
 - 2 - 









 (ii) if the Warrant is exercised in connection with the Company’s initial public offering
of common stock, the fair market value per Share shall be the per share offering price to the public of the Company’s initial public offering. 

(c) Stock Certificates. The rights under this Warrant shall be deemed to have been exercised and the Shares issuable upon such
exercise shall be deemed to have been issued immediately prior to the close of business on the date this Warrant is exercised in accordance with its terms, and the person entitled to receive the Shares issuable upon such exercise shall be treated
for all purposes as the holder of record of such Shares as of the close of business on such date. In the event that the rights under this Warrant are exercised in part and have not expired, the Company shall execute and deliver a new Warrant
reflecting the number of Shares that remain subject to this Warrant. 
 (d) No Fractional Shares or Scrip. No fractional shares
or scrip representing fractional shares shall be issued upon the exercise of the rights under this Warrant. In lieu of such fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise
Price multiplied by such fraction. 
 (e) Reservation of Stock. The Company agrees during the term the rights under this
Warrant are exercisable to take all reasonable action to reserve and keep available from its authorized and unissued shares of common stock for the purpose of effecting the exercise of this Warrant such number of shares as shall from time to time be
sufficient to effect the exercise of the rights under this Warrant; and if at any time the number of authorized but unissued shares of common stock shall not be sufficient for purposes of the exercise of this Warrant in accordance with its terms,
without limitation of such other remedies as may be available to the Holder, the Company will use its best efforts to take such corporate action as may, in the opinion of counsel, be necessary to increase its authorized and unissued shares of its
common stock to a number of shares as shall be sufficient for such purposes. The Company represents and warrants that all shares that may be issued upon the exercise of this Warrant will, when issued in accordance with the terms hereof, be validly
issued, fully paid and nonassessable. 
 3. Replacement of the Warrant. Subject to the 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 and substance to the Company or, in the case of
mutilation, on surrender and cancellation of this Warrant, the Company at the expense of the Holder shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount. 

4. Transfer of the Warrant. 

(a) Warrant Register. The Company shall maintain a register (the “Warrant Register”) containing the name
and address of the Holder or Holders. Until this Warrant is transferred on the Warrant Register in accordance herewith, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes,
notwithstanding any notice to the contrary. Any Holder of this Warrant (or of any portion of this Warrant) may change its address as shown on the Warrant Register by written notice to the Company requesting a change. 

(b) Warrant Agent. The Company may appoint an agent for the purpose of maintaining the Warrant Register referred to in Section
4(a), issuing the Shares or other securities then issuable upon the exercise of the rights under this Warrant, exchanging this Warrant, replacing this Warrant or conducting related activities. 

  
 - 3 - 









 (c) Transferability of the Warrant. Subject to the provisions of this Warrant with
respect to compliance with the Securities Act and limitations on assignments and transfers, including without limitation compliance with the restrictions on transfer set forth in Section 5, title to this Warrant may be transferred by
endorsement (by the transferor and the transferee executing the assignment form attached as Exhibit B (the “Assignment Form”)) and delivery in the same manner as a negotiable instrument transferable by endorsement and
delivery. 
 (d) Exchange of the Warrant upon a Transfer. On surrender of this Warrant (and a properly endorsed Assignment
Form) for exchange, subject to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers, the Company shall issue to or on the order of the Holder a new warrant or warrants of like
tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof, and the Company shall register any such transfer upon the Warrant
Register. This Warrant (and the securities issuable upon exercise of the rights under this Warrant) must be surrendered to the Company or its warrant or transfer agent, as applicable, as a condition precedent to the sale, pledge, hypothecation or
other transfer of any interest in any of the securities represented hereby. 
 (e) Minimum Transfer. This Warrant may not be
transferred in part unless such transfer is to (i) an investment fund under common management with the original Holder of this Warrant or (ii) any other transferee who, pursuant to such transfer, receives the right to purchase a number of
Shares at least equal to twenty percent (20%) of the number of Shares subject to this Warrant on the date of issuance (as adjusted from time to time in accordance with Section 6). 

(f) Taxes. In no event shall the Company be required to pay any tax which may be payable in respect of any transfer involved in
the issue and delivery of any certificate, or a book entry, in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such certificate, or make such book entry, unless and until the person or persons
requesting the issue or entry thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or is not payable. 

5. Restrictions on Transfer of the Warrant and Shares; Compliance with Securities Laws. By acceptance of this Warrant, the Holder agrees
to comply with the following: 
 (a) Restrictions on Transfers. Any transfer of this Warrant or the Shares (the
“Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or
any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the
same extent as if the transferee were the original Holder hereunder, and 
 (i) there is then in effect a registration statement under the
Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or 

(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and
shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have 

  
 - 4 - 









 
confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely
for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably
requested by the Company, and (C) such Holder shall have furnished the Company, at the Company’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require
registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a
recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder
to the Company. 
 (b) Investment Representation Statement. Unless the rights under this Warrant are exercised pursuant to an
effective registration statement under the Securities Act that includes the Shares with respect to which the Warrant was exercised, it shall be a condition to any exercise of the rights under this Warrant that the Holder shall have confirmed to the
reasonable satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for
any other party, for investment and not with a view toward distribution or resale and that the Holder shall have confirmed such other matters related thereto as may be reasonably requested by the Company. 

(c) Securities Law Legend. Each certificate, instrument or book entry representing the Securities shall (unless otherwise
permitted by the provisions of this Warrant) be notated with a legend substantially similar to the following (in addition to any legend required by state securities laws): 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION
REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY. 

(d) Instructions Regarding Transfer Restrictions. The Holder consents to the Company making a notation on its records and giving
instructions to any transfer agent in order to implement the restrictions on transfer established in this Section 5. 
 (e)
Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(c) stamped on a certificate evidencing any Security and the stock transfer instructions and record notations with respect to such
Security shall be removed and the Company shall issue a certificate without such legend to the Holder of such Security if (i) such Security are registered under the Securities Act, or (ii) such Holder provides the Company with an opinion
of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such Security may be made without registration or qualification, or (iii) such Holder provides the Company with an executed representation letter to the
effect that (x) such Holder is 

  
 - 5 - 









 
not, and has not been at any time during the preceding three (3) months, an Affiliate (as defined below) of the Company and (y) a period of at least one (1) year has elapsed since
the later of the date such Security was acquired from Company or from an Affiliate of the Company (calculated in accordance with Rule 144(d)), unless, in the case of this clause (iii) only, the Company has reasonable grounds to believe any such
representation is not true. In addition, and without limiting the generality of the foregoing, in connection with a proposed transfer of any Security bearing such legend by the Holder thereof, the Company shall, if the requirements to such transfer
set forth herein are satisfied, issue a certificate without such legend to the transferee of such Security if (A) the Company satisfies the public reporting requirements set forth in Rule 144(c) under the Securities Act, to the extent the same
is applicable to such transfer under Rule 144, (B) such Holder provides the Company with an executed representation letter to the effect that (x) such Holder is not, and has not been at any time during the preceding three (3) months, an
Affiliate of the Company and (y) a period of at least six (6) months has elapsed since the later of the date such Security was acquired from Company or from an Affiliate of the Company (calculated in accordance with Rule 144(d)), and
(C) the Company has no reasonable grounds to believe any such representation is not true. As used herein “Affiliate” has the meaning set forth in Rule 144(a) under the Securities Act. 

6. Adjustments. Subject to the expiration of this Warrant pursuant to Section 8, the number and kind of shares purchasable
hereunder and the Exercise Price therefor are subject to adjustment from time to time, as follows: 
 (a) Merger or
Reorganization. If at any time there shall be any reorganization, recapitalization, merger or consolidation (a “Reorganization”) involving the Company (other than as otherwise provided for herein or as would cause the
expiration of this Warrant under Section 8) in which shares of the Company’s stock are converted into or exchanged for securities, cash or other property, then, as a part of such Reorganization, lawful provision shall be made so that the
Holder shall thereafter be entitled to receive upon exercise of this Warrant, the kind and amount of securities, cash or other property of the successor corporation resulting from such Reorganization, equivalent in value to that which a holder of
the Shares deliverable upon exercise of this Warrant would have been entitled in such Reorganization if the right to purchase the Shares hereunder had been exercised immediately prior to such Reorganization. In any such case, appropriate adjustment
(as determined in good faith by the Board of Directors of the successor corporation) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after such Reorganization to the end that
the provisions of this Warrant shall be applicable after the event, as near as reasonably may be, in relation to any shares or other securities deliverable after that event upon the exercise of this Warrant. 

(b) Reclassification of Shares. If the securities issuable upon exercise of this Warrant are changed into the same or a different
number of securities of any other class or classes by reclassification, capital reorganization or otherwise (other than as otherwise provided for herein) (a “Reclassification”), then, in any such event, in lieu of the number
of Shares which the Holder would otherwise have been entitled to receive, the Holder shall have the right thereafter to exercise this Warrant for a number of shares of such other class or classes of stock that a holder of the number of securities
deliverable upon exercise of this Warrant immediately before that change would have been entitled to receive in such Reclassification, all subject to further adjustment as provided herein with respect to such other shares. 

(c) Subdivisions and Combinations. In the event that the outstanding shares of common stock are subdivided (by stock split, by
payment of a stock dividend or otherwise) into a greater number of shares of such securities, the number of Shares issuable upon exercise of the rights under this Warrant immediately prior to such subdivision shall, concurrently with the
effectiveness of such subdivision, be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event that the outstanding shares of common stock are combined (by reclassification or otherwise) into a lesser
number of 

  
 - 6 - 









 
shares of such securities, the number of Shares issuable upon exercise of the rights under this Warrant immediately prior to such combination shall, concurrently with the effectiveness of such
combination, be proportionately decreased, and the Exercise Price shall be proportionately increased. 
 (d) Notice of
Adjustments. Upon any adjustment in accordance with this Section 6, the Company shall give notice thereof to the Holder, which notice shall state the event giving rise to the adjustment, the Exercise Price as adjusted and the number of
securities or other property purchasable upon the exercise of the rights under this Warrant, setting forth in reasonable detail the method of calculation of each. The Company shall, upon the written request of any Holder, furnish or cause to be
furnished to such Holder a certificate setting forth (i) such adjustments, (ii) the Exercise Price at the time in effect and (iii) the number of securities and the amount, if any, of other property that at the time would be received
upon exercise of this Warrant. 
 7. Notification of Certain Events. Prior to the expiration of this Warrant pursuant to
Section 8, in the event that the Company shall authorize: 
 (a) the issuance of any dividend or other distribution on the capital stock
of the Company (other than (i) dividends or distributions otherwise provided for in Section 6, (ii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries upon
termination of their employment or services pursuant to agreements providing for the right of said repurchase; (iii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its
subsidiaries pursuant to rights of first refusal or first offer contained in agreements providing for such rights; or (iv) repurchases of capital stock of the Company in connection with the settlement of disputes with any stockholder), whether
in cash, property, stock or other securities; 
 (b) the voluntary liquidation, dissolution or winding up of the Company; or 

(c) any transaction resulting in the expiration of this Warrant pursuant to Section 8(c); 

the Company shall send to the Holder of this Warrant at least ten (10) days prior written notice of the date on which a record shall be taken for any such
dividend or distribution specified in clause (a) or the expected effective date of any such other event specified in clause (b) or (c), as applicable. The notice provisions set forth in this section may be shortened or waived prospectively
or retrospectively by the consent of the Holder of this Warrant. 
 8. Expiration of the Warrant. This Warrant shall expire and shall
no longer be exercisable as of the earliest of: 
 (a) July 30, 2017 if (and, with respect to this Section 8(a), only if) the Initial
Public Offering has not closed on or before such date; 
 (b) 5:00 p.m., Pacific time, on [insert expiration date]2; or 
 (c) (i) the acquisition of the Company by another entity by means of any
transaction or series of related transactions to which the Company is a party (including, without limitation, any stock acquisition, reorganization, merger or consolidation, but excluding any sale of stock for capital raising 

 

	2 	NTD: To be set at 10 years following issuance date. 


  
 - 7 - 









 
purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the
holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of transactions, as a result of shares in the Company held by
such holders prior to such transaction or series of transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such
other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken
as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company. In the event that, upon the expiration date of this Warrant, the fair market
value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 2(b) 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(b) 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. 
 9. No Rights as a Stockholder. Nothing contained herein shall entitle
the Holder to any rights as a stockholder of the Company or to be deemed the holder of any securities that may at any time be issuable on the exercise of the rights hereunder for any purpose nor shall anything contained herein be construed to confer
upon the Holder, as such, any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of
stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or any other rights of a
stockholder of the Company until the rights under the Warrant shall have been exercised and the Shares purchasable upon exercise of the rights hereunder shall have become deliverable as provided herein. 

10. Lock-Up Agreement. Any Shares issued in respect of this Warrant from the date of this
Warrant during the Restricted Period (as defined in the Lock-Up Agreement), will be subject to the terms and conditions of the lock-up agreement between the Holder and
Morgan Stanley & Co. LLC, as representatives of the Company’s several underwriters (the “Lock-Up Agreement”). Any Shares issued in respect of this Warrant after the Restricted
Period will not be subject to the terms and conditions of the Lock-Up Agreement. Nothing in this Section 10 will restrict or otherwise affect any waiver to such
Lock-Up Agreement granted in accordance with its terms, including any waiver that permits the disposition or transfer of any Shares during the Restricted Period that would otherwise be prohibited by such Lock-Up Agreement. 
 11. Representations and Warranties of the Holder. By acceptance of this
Warrant, the Holder represents and warrants to the Company as follows: 
 (a) No Registration. The Holder understands that the
Securities have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide
nature of the investment intent and the accuracy of the Holder’s representations as expressed herein or otherwise made pursuant hereto. 

(b) Investment Intent. The Holder is acquiring the Securities for investment for its own account, not as a nominee or agent, and
not with a view to, or for resale in connection with, any distribution thereof. The Holder has no present intention of selling, granting any participation in, or otherwise distributing the Securities, nor does it have any contract, undertaking,
agreement or arrangement for the same. 

  
 - 8 - 









 (c) Investment Experience. The Holder has substantial experience in evaluating and
investing in private placement transactions of securities in companies similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable of evaluating the merits and risks of its investment in the
Company and protecting its own interests. 
 (d) Speculative Nature of Investment. The Holder understands and acknowledges that
its investment in the Company is highly speculative and involves substantial risks. The Holder can bear the economic risk of its investment and is able, without impairing its financial condition, to hold the Securities for an indefinite period of
time and to suffer a complete loss of its investment. 
 (e) Access to Data. The Holder has had an opportunity to ask questions
of officers of the Company, which questions were answered to its satisfaction. The Holder believes that it has received all the information that it considers necessary or appropriate for deciding whether to acquire the Securities. The Holder
understands that any such discussions, as well as any information issued by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough or exhaustive description. The
Holder acknowledges that any business plans prepared by the Company have been, and continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected
that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results. 
 (f)
Accredited Investor. The Holder is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission and agrees to submit to the Company such further assurances of
such status as may be reasonably requested by the Company. The Holder has furnished or made available any and all information requested by the Company or otherwise necessary to satisfy any applicable verification requirements as to “accredited
investor” status. Any such information is true, correct, timely and complete. 
 (g) Residency. The residency of the
Holder (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth on the signature page hereto. 

(h) Restrictions on Resales. The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered
under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject to the
satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the
security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a transaction directly with a “market maker”
or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if
applicable. The Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may be
precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the
Securities Act or an exemption from registration will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons
proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such
offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. 

  
 - 9 - 









 (i) Brokers and Finders. The Holder has not engaged any brokers, finders or agents
in connection with the Securities, and the Company has not incurred nor will incur, directly or indirectly, as a result of any action taken by the Holder, any liability for brokerage or finders’ fees or agents’ commissions or any similar
charges in connection with the Securities. 
 (j) Legal Counsel. The Holder has had the opportunity to review this Warrant, the
exhibits and schedules attached hereto and the transactions contemplated by this Warrant with its own legal counsel. The Holder is not relying on any statements or representations of the Company or its agents for legal advice with respect to this
investment or the transactions contemplated by this Warrant. 
 (k) Tax Advisors. The Holder has reviewed with its own tax
advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such
advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this
investment and the transactions contemplated by this Warrant. 
 12. Miscellaneous. 

(a) Amendments. Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged
or terminated other than by a written instrument referencing this Warrant and signed by the Company and the Holder. 
 (b)
Waivers. No waiver of any single breach or default shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. 

(c) Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by
registered or certified mail, postage prepaid, sent by facsimile or electronic mail (if to the Holder) or otherwise delivered by hand, messenger or courier service addressed: 

(i) if to the Holder, to the Holder at the Holder’s address, facsimile number or electronic mail address as shown in the Company’s
records, as may be updated in accordance with the provisions hereof, or until any such Holder so furnishes an address, facsimile number or electronic mail address] to the Company, then to and at the address, facsimile number or electronic mail
address of the last holder of this Warrant for which the Company has contact information in its records; or 
 (ii) if to the Company, to
the attention of the President or Chief Financial Officer of the Company at the Company’s address as shown on the signature page hereto, or at such other current address as the Company shall have furnished to the Holder, with a copy (which
shall not constitute notice) to Tony Jeffries, Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, CA 94304. 

Each such notice or other communication shall for all purposes of this Warrant be treated as effective or having been given (i) if
delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after
deposit with the courier), (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or
(iii) if sent via facsimile, upon confirmation of facsimile 

  
 - 10 - 









 
transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not
sent during normal business hours of the recipient, then on the recipient’s next business day. In the event of any conflict between the Company’s books and records and this Warrant or any notice delivered hereunder, the Company’s
books and records will control absent fraud or error. 
 (d) Governing Law. This Warrant and all actions arising out of or in
connection with this Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware, or of any other state. 

(e) Jurisdiction and Venue. Each of the Holder and the Company irrevocably consents to the exclusive jurisdiction and
venue of any court within Santa Clara County, State of California, in connection with any matter based upon or arising out of this Warrant or the matters contemplated herein, and agrees that process may be served upon them in any manner authorized
by the laws of the State of California for such persons. 
 (f) Titles and Subtitles. The titles and subtitles used in this
Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant. All references in this Warrant to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs
hereof and exhibits attached hereto. 
 (g) Severability. If any provision of this Warrant becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Warrant, and such illegal, unenforceable or void provision shall be
replaced with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, unenforceable or void provision. The balance of this Warrant shall be enforceable in accordance
with its terms. 
 (h) Waiver of Jury Trial. EACH OF THE HOLDER AND THE COMPANY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS WARRANT. If the waiver of jury trial set forth in this paragraph is not enforceable,
then any claim or cause of action arising out of or relating to this Warrant shall be settled by judicial reference pursuant to California Code of Civil Procedure Section 638 et seq. before a referee sitting without a jury, such referee
to be mutually acceptable to the parties or, if no agreement is reached, by a referee appointed by the Presiding Judge of the California Superior Court for Santa Clara County. This paragraph shall not restrict the Holder or the Company from
exercising remedies under the Uniform Commercial Code or from exercising pre-judgment remedies under applicable law. 

(i) California Corporate Securities Law. THE SALE OF THE SECURITIES THAT ARE THE
SUBJECT OF THIS WARRANT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS
UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS WARRANT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED,
UNLESS THE SALE IS SO EXEMPT. 
 (j) Saturdays, Sundays and Holidays. If the last or appointed day for the taking of any action
or the expiration of any right required or granted herein shall be a Saturday, Sunday or U.S. federal holiday, then such action may be taken or such right may be exercised on the next succeeding day that is not a Saturday, Sunday or U.S. federal
holiday. 

  
 - 11 - 









 (k) Rights and Obligations Survive Exercise of the Warrant. Except as otherwise
provided herein, the rights and obligations of the Company and the Holder under this Warrant shall survive exercise of this Warrant. 
 (l)
Entire Agreement. Except as expressly set forth herein, this Warrant (including the exhibits attached hereto) constitutes the entire agreement and understanding of the Company and the Holder with respect to the subject matter hereof
and supersede all prior agreements and understandings relating to the subject matter hereof. 
 (signature page follows) 

  
 - 12 - 









 The Company and the Holder sign this Warrant as of the date stated on the first page. 

 

			
	TINTRÍ, INC.
		
	By:	 	 
	Name: Ken Klein
	Title: Chairman and Chief Executive Officer
	
	Address:
	
	[insert company address]


  

			
	AGREED AND ACKNOWLEDGED,
	
	[INSERT NAME OF HOLDER]
		
	By:	 	 
	Name:	 	 
	Title:	 	 

 Address: 
 [insert
address] 
 [Fax number: [insert facsimile number, if appropriate]] 

[Email address: [insert email address, if appropriate]] 

(Signature Page to Warrant to Purchase Shares Common Stock of Tintrí, Inc.) 








 EXHIBIT A 

NOTICE OF EXERCISE 
  

	TO:	TINTRÍ, INC. (the “Company”) 

  

	Attention:	President 

  

	(1)	Exercise. The undersigned elects to purchase the following pursuant to the terms of the attached warrant: 

  


			
	Number of shares:	 	 
		
	Type of security:	 	 


  

	(2)	Method of Exercise. The undersigned elects to exercise the attached warrant pursuant to: 

  

	 	☐	A cash payment, and tenders herewith payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any. 


 

	 	☐	The net issue exercise provisions of Section 2(b) of the attached warrant. 

  

	(3)	Unexercised Portion of the Warrant. Please issue a new warrant for the unexercised portion of the attached warrant in the name of: 


 

					
	☐	 	The undersigned	  	
			
	☐	 	Other—Name:	  	 
			
		 	Address:    	  	 
			
		 		  	 
			
	☐	 	Not applicable	  	


  

	
	
	   

	(Print name of the warrant holder)
	
	   

	(Signature)
	
	   

	(Name and title of signatory, if applicable)
	
	   

	(Date)
	
	   

	(Fax number)
	
	   

	(Email address)


 (Signature page to the Notice of Exercise) 

  
 A-1 









 EXHIBIT A-l 

INVESTMENT REPRESENTATION STATEMENT 
  

					
	INVESTOR:	 	  
	 	
			
	COMPANY:	 	TINTRÍ, INC.	 	
		
	SECURITIES:	 	THE WARRANT ISSUED ON [INSERT DATE] (THE “WARRANT”) AND THE SECURITIES ISSUED OR ISSUABLE UPON EXERCISE THEREOF
			
	DATE:	 	                                      
                              	 	

 In connection with the purchase or acquisition of the above-listed Securities, the undersigned Investor
represents and warrants to, and agrees with, the Company as follows: 
 1. No Registration. The Investor understands that the
Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the
availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto. 

2. Investment Experience. The Investor has substantial experience in evaluating and investing in private placement transactions
of securities in companies similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable of evaluating the merits and risks of its investment in the Company and protecting its own interests.

 3. Speculative Nature of Investment. The Investor understands and acknowledges that its investment in the Company is highly
speculative and involves substantial risks. The Investor can bear the economic risk of its investment and is able, without impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of
its investment. 
 4. Access to Data. The Investor has had an opportunity to ask questions of officers of the Company, which questions
were answered to its satisfaction. The Investor believes that it has received all the information that it considers necessary or appropriate for deciding whether to acquire the Securities. The Investor understands that any such discussions, as well
as any information issued by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough or exhaustive description. The Investor acknowledges that any business plans
prepared by the Company have been, and continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected that some or all of the assumptions
underlying the projections will not materialize or will vary significantly from actual results. 
 5. Accredited Investor. The
Investor is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission and agrees to submit to the Company such further assurances of such status as may be reasonably
requested by the Company. The Investor has furnished or made available any and all information requested by the Company or otherwise necessary to satisfy any applicable verification requirements as to “accredited investor” status. Any such
information is true, correct, timely and complete. 

  
 A-1-1 









 6. Residency. The residency of the Investor (or, in the case of a partnership or
corporation, such entity’s principal place of business) is correctly set forth on the signature page hereto. 
 7. Restrictions on
Resales. The Investor acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions
of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public
information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations;
the sale being effected through a “broker’s transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Investor acknowledges and understands that the Company may not be satisfying the current public
information requirement of Rule 144 at the time the Investor wishes to sell the Securities and that, in such event, the Investor may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have
been satisfied. The Investor understands and acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the
Securities. The Investor understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a
registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for those offers or sales and that those persons and the brokers who participate in the transactions
do so at their own risk. 
 8. Brokers and Finders. The Investor has not engaged any brokers, finders or agents in
connection with the Securities, and the Company has not incurred nor will incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage or finders’ fees or agents’ commissions or any similar
charges in connection with the Securities. 
 9. Legal Counsel. The Investor has had the opportunity to review the Warrant, the
exhibits and schedules attached thereto and the transactions contemplated by the Warrant with its own legal counsel. The Investor is not relying on any statements or representations of the Company or its agents for legal advice with respect to this
investment or the transactions contemplated by the Warrant. 
 10. Tax Advisors. The Investor has reviewed with its own
tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by the Warrant. With respect to such matters, the Investor relies solely on
such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this
investment or the transactions contemplated by the Warrant. 
 (signature page follows) 

  
 A-1-2 









 The Investor is signing this Investment Representation Statement and Market Stand-Off Agreement on the date first written above. 
  

	
	INVESTOR
	
	   

	(Print name of the investor)
	
	   

	(Signature)
	
	   

	(Name and title of signatory, if applicable)
	
	   

	(Street address)
	
	   

	(City, state and ZIP)



  
 A-1-3 









 EXHIBIT B 

ASSIGNMENT FORM 
  

					
	ASSIGNOR:	 	  
	 	
			
	COMPANY:	 	TINTRÍ, INC.	 	
		
	WARRANT:	 	THE WARRANT TO PURCHASE SHARES OF COMMON STOCK ISSUED ON [INSERT DATE] (THE “WARRANT”)
			
	DATE:	 	                                      
                              	 	

  

	(1)	Assignment. The undersigned registered holder of the Warrant (“Assignor”) assigns and transfers to the assignee named below (“Assignee”) all of the rights of
Assignor under the Warrant, with respect to the number of shares set forth below: 

  

			
	Name of Assignee: 	 	 


 
			
		
	Address of Assignee: 	 	 
		
		 	 


 
			
		
	Number of Shares Assigned: 	 	 


  

	(2)	     

 and does irrevocably constitute and appoint
                     as attorney to make such transfer on the books of Tintrí, Inc., maintained for the purpose, with full power of
substitution in the premises. 
  

	(3)	Obligations of Assignee. Assignee agrees to take and hold the Warrant and any shares of stock to be issued upon exercise of the rights thereunder (the “Securities”) subject to, and to be
bound by, the terms and conditions set forth in the Warrant to the same extent as if Assignee were the original holder thereof. 

  

	(4)	Investment Representation Statement. Assignee has executed, and delivers herewith, an Investment Representation Statement in a form substantially similar to the form attached to the Warrant as Exhibit A-1. 

 Assignor and Assignee are signing this Assignment Form on the date first set forth
above. 

  
 - 1 - 










					
	ASSIGNOR	 		 	ASSIGNEE
			
	  
	 		 	  

	(Print name of Assignor)	 		 	(Print name of Assignee)
			
	  
	 		 	  

	(Signature of Assignor)	 		 	(Signature of Assignee)
			
	  
	 		 	  

	(Print name of signatory, if applicable)	 		 	(Print name of signatory, if applicable)
			
	  
	 		 	  

	(Print title of signatory, if applicable)	 		 	(Print title of signatory, if applicable)
			
	Address:	 		 	Address:
			
	  
	 		 	  

			
	  
	 		 	  



  
 - 2 -