EX-4.4



 Exhibit 4.4 

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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE
OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. 

WARRANT TO PURCHASE STOCK 
 Company:
AirXpanders, Inc., a Delaware corporation 
 Number of Shares: 148,148, subject to adjustment 

Class of Stock: Series D Preferred Stock, $0.001 par value per share, subject to adjustment 

Warrant Price: $0.27, subject to adjustment 
 Issue Date:
January 31, 2013 
 Expiration Date: January 31, 2023 

			
	Credit Facility:	  	 This Warrant is issued in connection with that certain Fourth Loan Modification Agreement, of even date herewith, to that certain Loan and
Security Agreement dated February 28, 2011, between Oxford Finance LLC, a Delaware limited liability company (as successor in interest to Oxford Finance Corporation, a Delaware corporation) and the Company (the “Loan
Agreement”).


 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, OXFORD FINANCE LLC (together with any
successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase the number of fully paid and non-assessable shares (the “Shares”) of the above-stated
Class of Stock (the “Class”) of the above-named company (the “Company”) at the above-stated Warrant Price per Share, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and
upon the terms and conditions set forth in this Warrant. 
 ARTICLE 1. EXERCISE. 

1.1 Method of Exercise. Holder may exercise this Warrant by delivering the original of this Warrant together with a duly executed
Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Article 1.2, Holder shall also deliver to the Company a check, wire transfer
(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 Conversion Right. In lieu of exercising this Warrant as specified in Article 1.1, Holder may from time to time convert this
Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the 







 
Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value
of the Shares shall be determined pursuant to Article 1.3. 
 1.3 Fair Market Value. If the Company’s common stock is traded in
a public market and the Shares are common stock, the fair market value of a Share shall be the closing price of a share of common stock reported for the Business Day immediately before Holder delivers this Warrant together with its Notice of
Exercise to the Company (or in the instance where the Warrant is exercised immediately prior to the consummation of the Company’s initial, underwritten offering and sale of its shares to the public pursuant to an effective registration
statement under the Act (“IPO”), the “price to public” per share price specified in the final prospectus relating to such offering). If the Company’s common stock is traded in a public market and the Shares are preferred
stock, the fair market value of a Share shall be the closing price of a share of the Company’s common stock reported for the business day immediately before Holder delivers this Warrant together with its Notice of Exercise to the Company (or,
in the instance where the Warrant is exercised immediately prior to the effectiveness of the IPO, the initial “price to public” per share price specified in the final prospectus relating to such offering), in both cases, multiplied by the
number of shares of the Company’s common stock into which a Share is convertible. If the Company’s common stock is not traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable
good faith judgment. 
 1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant and, if
applicable, the Company receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new warrant of
like tenor representing the Shares not so acquired. 
 1.5 Replacement of Warrants. 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 and amount to the Company or, in the case of mutilation,
on surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 

1.6 Treatment of Warrant Upon Acquisition of Company. 

1.6.1 “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. 

  
 2 








 1.6.2 Treatment of Warrant at Acquisition. 

A) 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 Article 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. 

B) The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as
Holder may reasonably require 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 Article 1.3 above 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 Article 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 Article 4 of the Warrant as the date thereof. 
 C) 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. 
 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 Trading Market, and (iii) Holder would be able to publicly re-sell, within six (6) months following the closing of such Acquisition, 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. 

1.7 Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative. In the event of a preferred stock
equity financing by the 
  

  
 3 








 
Company after the Issue Date the gross proceeds of which equal at least Five Million Dollars ($5,000,000) (the “Next Round”), if the price per share (the “Next Round Price”)
of such shares of preferred stock (the “Next Round Stock”) is less than the Warrant Price, Holder shall have the right, in Holder’s sole discretion, to elect to treat all of this Warrant as exercisable for Shares of the Next Round
Stock at the Next Round Price (with the number of such shares subject of this Warrant automatically adjusted to equal (i) the aggregate Number of Shares for which this Warrant is then exercisable (as adjusted hereunder, but before giving effect
to this Article 1.7) multiplied by (ii) the quotient of (x) the Warrant Price divided by (y) the Next Round Price) (the “Next Round Election”). Company shall provide Holder no less than fifteen (15) Business Days’
written notice prior to any sale of Next Round Stock (the “Next Round Notice”). Holder shall make the Next Round Election by providing the Company with written notice within ten (10) Business Days’ of its receipt of the Next
Round Notice (the “Next Round Election Period”) and Holder shall be deemed to waive it right to make such Next Round Election if it fails to deliver its Next Round Election within the Next Round Election Period. If Holder makes the Next
Round Election within the Next Round Election Period, then (a) the Next Round Election shall be effective immediately following the initial closing of the Next Round and (b) the Shares for which this Warrant is exercisable shall bear the
same rights, preferences, and privileges of such Next Round Stock. The right of Holder to make a Next Round Election (and the corresponding adjustment provided for in this Article 1.7) shall (i) only apply to the first Next Round that occurs
after the Issue Date and shall not apply to any other financing and (ii) shall terminate (x), in the case of the occurrence of an Acquisition, then upon the satisfaction of the provisions of Article 1.6 hereof and (y) in the case of the
occurrence of an IPO, then upon the satisfaction of Article 2.2 hereof. Any adjustment to the Class of Shares, Number of Shares and/or Warrant Price made as a result of this Article 1.7 shall be in addition to any adjustment(s) to be made in
accordance with Article 2 hereof. 
 ARTICLE 2. ADJUSTMENTS TO THE SHARES. 

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the outstanding shares of the Class payable in
common stock or other securities, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares
of record as of the date the dividend 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 reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon
exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other
event. Such an event shall include, without limitation, any automatic conversion of the outstanding or issuable securities of the Company of 

  
 4 








 
the same class or series as the Shares to common stock pursuant to the terms of the Company’s Certificate of Incorporation. The Company or its successor shall promptly issue to Holder a
certificate pursuant to Article 2.6 below setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event
that results in a change of the number and/or class of securities issuable upon exercise or conversion of this Warrant. The provisions of this Article 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other
events. 
 2.3 Adjustments for Diluting Issuances. The number of shares of common stock issuable upon conversion of the Shares shall
be subject to 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. 

2.4 No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a reorganization, transfer of
assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall
at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment. Notwithstanding the
foregoing, nothing in this Article 2.4 shall prohibit the Company from amending its Certificate of Incorporation with the requisite consent of the stockholders and the Board of Directors so long as such amendment affects the rights granted to Holder
associated with the Shares in the same manner as the other holders of the Class. 
 2.5 Fractional Shares. No fractional Shares shall
be issuable upon exercise or conversion of the 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 or conversion of the Warrant, the Company shall
eliminate such fractional share interest by paying Holder the amount computed by multiplying the fractional interest by the fair market value of a full Share (as determined in accordance with Article 1.3 above). 

2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company shall
promptly notify Holder in writing, and, at the Company’s expense, promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is
based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price, Class and number of Shares in effect upon the date thereof and the series of adjustments leading to such Warrant Price, Class and
number of Shares. 
 ARTICLE 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 Warrant Price first set forth above is not greater than the price per share at which shares of the Class were last issued in an
arms-length transaction in which at least $500,000 of such shares were sold. 

  
 5 








 (b) All Shares which may be issued upon the exercise of the purchase right represented by 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 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. 

(c) The Company’s capitalization table attached hereto as Schedule 1 is true and complete as of the Issue Date. 

3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon the outstanding
shares of the Class, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to 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) to effect any reclassification, reorganization or recapitalization of the shares of the
Class; (d) to effect an Acquisition or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten public offering of the Company’s securities for cash, then, in
connection with each such event, the Company shall give Holder: (1) at least 10 days prior written notice of 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 shares of the Class will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (c) and (d) above; (2) in the case of the matters referred to in (c) and (d) above at
least 10 days prior written notice of the date when the same will take place (and specifying the date on which the holders of 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) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such registration rights. 

3.3 Registration Under Securities Act of 1933, as amended. The Company agrees that the Shares or, if the Shares are convertible into
common stock of the Company, such common stock, shall have certain “piggyback,” and S-3 registration rights pursuant to and as set forth in the Company’s Amended and Restated Investor Rights
Agreement, as amended and in effect from time to time, with the following exceptions and clarifications: (a) Holder will not have the right to demand or participate in demanding registration on Form S-1,
but can otherwise participate in any registration demanded on Form S-1 by others on the same basis as other “Holders” and (b) Holder will be subject to the same provisions regarding
indemnification and limitations contained in the Investor Rights Agreement. The provisions set forth in the Company’s Investor Rights Agreement or similar agreement relating to the above in effect as of the Issue Date may not be amended,
modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification, or waiver affects the rights associated
with all other shares of Class whose holders are parties thereto. 

  
 6 








 3.4 No Shareholder Rights. Except as provided in this Warrant, Holder will not have any
rights as a shareholder of the Company until the exercise of this Warrant. 
 3.5 Certain Information. The Company agrees to provide
Holder at any time and from time to time with such information as Holder may reasonably request for purposes of Holder’s compliance with regulatory, accounting and reporting requirements applicable to Holder. In handling any confidential
information of Borrower, the Holder shall exercise the same degree of care that it exercises for their own proprietary information, as specified in Section 12.9 of the Loan Agreement. 

ARTICLE 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 will be 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 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 or conversion 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 or 

  
 7 








 
conversion 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. 
 4.6 Lock-Up Agreement. In connection with the
Company’s IPO and upon request of the Company or the underwriters managing such offering of the Company’s securities, the Holder agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose
of any securities of the Company, however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days
but subject to such extension or extensions as may be required by the underwriters in order to publish research reports while complying with the Rule 2711 of the National Association of Securities Dealers, Inc.) from the effective date of such
registration statement as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s IPO; provided, that the foregoing
provisions of this Article 4.6 shall not prevent or restrict Holder from transferring this Warrant or any Shares acquired upon any exercise or conversion hereof to one or more affiliates of Holder during such
180-day period (and such transferees shall be subject to the provisions hereof). The obligations described in this Article 4.6 shall apply only if all officers and Directors of the Company and all greater than
1% stockholders enter into and are bound by similar agreements (and upon request of the Holder the Company shall confirm the same in writing to the Holder). 

ARTICLE 5. MISCELLANEOUS. 
 5.1
Term: 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. 

5.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any)
shall be imprinted with a legend in substantially the following form: 
 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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 OF THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE COMPANY TO OXFORD
FINANCE LLC DATED AS OF JANUARY     , 2013, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL
COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. 

5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities
issuable, directly 

  
 8 








 
or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without 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 Transfer
Procedure. 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 issuable upon
exercise of this Warrant (or the Shares issuable 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). 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 from the Company to the Holder, or vice versa, shall be
deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid (or on the first Business Day after transmission by facsimile), 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. 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 
 Attn: Vice
President and General Counsel 
 133 North Fairfax Street 

Alexandria, VA 22314 
 Attn:
Legal Department 
 Telephone: (703) 519-4900 

Facsimile: (703)519-5225 

Email: LegalDepartment@oxfordfinance.com 

  
 9 








 Notice to the Company shall be addressed as follows until Holder receives notice of a change in
address: 
 AirXpanders, Inc. 

1047 Elwell Court 
 Palo Alto,
California 94303 
 Telephone: 

Facsimile: 
 5.6 Waiver.
This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 

5.7 Attorney’s 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 Automatic Conversion 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 Article 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 converted pursuant
to Article 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing the Shares (or such other securities) issued upon
such conversion to Holder. 
 5.9 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. 
 5.10 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the
State of Delaware, 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 Finance LLC is closed. 

[Signature page follows] 

  
 10 









			
	“COMPANY”
	
	AIRXPANDERS, INC.
		
	By:	 	




		 	  

	Name:	 	Scott Dodson
	Title:	 	President & CEO
	
	“HOLDER”
	
	OXFORD FINANCE LLC
		
	By:	 	  

		
	Name:	 	  

		 	(Print)
	Title:	 	









					
	“COMPANY”
	
	AIRXPANDERS, INC.
		
	By:	 	  

	Name:	 	Scott Dodson
	Title:	 	Chief Financial Officer
	
	“HOLDER”
	
	OXFORD FINANCE LLC
		
	By:	 	 





		 	  

		
	Name:	 	 Mark Davis

		 	(Print)	 	Vice President - Finance, Secretary & Treasurer
	Title:	 		 	








 APPENDIX 1 

NOTICE OF EXERCISE 
 1.
Holder elects to purchase                     shares of the Common/Series        Preferred [strike one] Stock
of                     pursuant to the terms of the attached Warrant, and tenders payment of the purchase price of the shares in full. 

[or] 
 1. Holder elects to
convert the attached Warrant into Shares/cash [strike one] in the manner specified in the Warrant. This conversion is exercised for
                    of the Shares covered by the Warrant. 

[Strike paragraph that does not apply.] 

2. Please issue a certificate or certificates representing the Shares in the name specified below: 

 

	
	  

	            Holders Name
	
	  

	
	  

	            (Address)

 3. By its execution below and for the benefit of the Company, Holder hereby restates each of the
representations and warranties in Article 4 of the Warrant as of the date hereof. 
  

			
	HOLDER:	 	
	
	  

		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  

		
	(Date):	 	  




  
 Appendix 1-1 








 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 [BORROWER] (the “Company”), on [DATE] (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:	 	  
	 	]



  
 Appendix 2-1 








 SCHEDULE 1 

Company Capitalization Table 
  

													
	 	  	Issued and
Outstanding
Shares	 	  	CSE Shares’	 	  	Total Fully
Diluted Shares	 
	 COMMON STOCK (Authorized: 103,287,736)
	  				  				  			
	 Issued and Outstanding
	  	 	4,472,859	 	  	 	4,472,859	 	  	 	4,472,859	 
				
	 PREFERRED STOCK (Authorized: 85,282,764)
	  				  				  			
	 SERIES A Preferred Stock (Authorized: 4,323,958)
	  	 	3,908,168	 	  	 	3,908,168	 	  			
	 SERIES B Preferred Stock (Authorized: 3,375,954)
	  	 	3,125,954	 	  	 	3,125,954	 	  			
	 SERIES B-1 Preferred Stock (Authorized:
9,554,375)
	  	 	9,554,375	 	  	 	9,554,375	 	  			
	 SERIES C Preferred Stock (Authorized: 24,000,000)
	  	 	22,245,718	 	  	 	22,245,718	 	  			
	 SERIES D Preferred Stock (Authorized: 44,028,477)
	  	 	42,176,625	 	  	 	42,176,625	 	  	 	81,010,840	 
				
	 WARRANTS
	  				  				  			
	 SERIES A Preferred Stock
	  	 	415,790	 	  	 	415,790	 	  			
	 SERIES B Preferred Stock
	  	 	250,000	 	  	 	250,000	 	  			
	 SERIES C Preferred Stock
	  	 	480,000	 	  	 	480,000	 	  	 	1,145,790	 
				
	 2005 Plan (Reserved: 12,729,352)
	  				  				  			
	 Shares Issuable Under Plan:
	  				  				  			
	 Options and/or SPRs Issued and Outstanding
	  	 	8,474,324	 	  	 	8,474,324	 	  			
	 Options and/or SPRs Committed for Issuance
	  	 	0	 	  	 	0	 	  			
	 Shares Remaining for Issuance Under Plan
	  	 	1,858,528	 	  	 	1,858,528	 	  	 	10,332,852	 
				
	 Reserved in Plan
	  	 	12,729,352	 	  	 	12,729,352	 	  			
	 Options and/or SPRs Exercised
	  	 	2,396,500	 	  	 	2,396,500	 	  			
		  				  				  	  
	  
	 
				
	 Total shares issued and outstanding, including shares committed (or issuance and employee
reserves, assuming conversion of all convertible securities and exercise of all outstanding options
	  				  				  	 	96,962,341	 
		  				  				  	  
	  
	 


  
 Schedule 1-1