EX-4.5



 Exhibit 4.5 
 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS
SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH
OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION. 
 WARRANT TO PURCHASE STOCK 

Company: Mavenir Systems, Inc., a Delaware corporation 
 Number of Shares: 450,000, subject to adjustment in accordance with the provisions hereof 

Type/Series of Stock: Common Stock, $0.001 par value per share 
 Warrant Price: $0.73 per Share, subject to adjustment in accordance with the provisions hereof 
 Issue Date: October 18, 2012 
 Expiration Date: As set forth in Section 5.1
below 
 Credit Facility: This Warrant to Purchase Stock (“Warrant”) is issued in connection with that
certain Subordinated Loan and Security Agreement of even date herewith among Silicon Valley Bank, the Company and Mavenir Holdings, Inc. (as amended and/or modified and in effect from time to time, the “Loan Agreement”) and
the participation therein of WestRiver Mezzanine Loans, LLC pursuant to an arrangement among Silicon Valley Bank, WestRiver Management, LLC and WestRiver Mezzanine Loans, LLC. 
 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, WESTRIVER MEZZANINE LOANS, LLC (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued
upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable shares (the “Shares”) of the above-stated Type/Series of
Stock (the “Class”) of the above-named company (the “Company”) at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the
provisions and upon the terms and conditions set forth in this Warrant. 
 SECTION 1. EXERCISE. 

1.1 Method of Exercise. Holder may at any time and from time to time through the Expiration Date 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, and 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 shares of the Class are then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”), the fair market value of a
Share shall be the closing price or last sale price of a share of the Class reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If shares of the Class
are not then 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, in a single transaction or series of related transactions, of shares
representing at least a majority of the Company’s then-total outstanding combined voting power. 

  
 2 








 (b) Treatment of Warrant on Cash/Public Acquisition. In the event of an Acquisition
in which the consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either
(i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to
exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition. 
 (c) The Company
shall provide Holder with written notice of its intention to consummate a 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 Section 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 Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been
exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations and warranties in
Section 4 of the Warrant as the date thereof. 
 (d) Upon the closing of any Acquisition other than a Cash/Public
Acquisition, the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable
upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant. 

(e) As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements
(determined as of immediately prior to the closing of the Acquisition): (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be
received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in Trading Market, and (iii) Holder would be able to publicly re-sell, within six (6) months and
one day 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. 
 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 additional shares of the Class or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired, 

  
 3 








 
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 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. 

2.4 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 fair market value of a share of the Class as determined by the most recently completed valuation of the
Company’s stock for purposes of its compliance with Section 409A of the Internal Revenue Code of 1986, as amended. 

(b) All Shares which may be issued upon the exercise of this Warrant shall, upon issuance, be duly authorized, validly issued, fully
paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and
kept available out of its authorized and unissued capital stock such number of shares of the Class and other securities as will be sufficient to permit the exercise in full of this Warrant. 

  
 4 








 (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, 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 its initial, underwritten offering and sale of its securities to the public pursuant to an effective registration statement
under the Act (the “IPO”); 
 then, in connection with each such event, the Company shall give Holder: 

(1) in the case of the matters referred to in (a) and (b) above, at least seven (7) Business Days prior
written notice of the earlier to occur of the effective date thereof or the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of the Class
will be entitled thereto) or for determining rights to vote, if any; 
 (2) in the case of the matters referred
to in (c) and (d) above at least seven (7) Business Days prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange
their shares for the securities or other property deliverable upon the occurrence of such event); and 
 (3) with
respect to the IPO, at least seven (7) Business Days prior written notice of the date on which the Company proposes to file its initial registration statement in connection therewith. 
 Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if the Company does not give written notice to Holder of a Cash/Public
Acquisition as required by the terms hereof. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements. 

  
 5 








 SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE HOLDER. 

The Holder represents and warrants to the Company as follows: 
 4.1 Purchase for Own Account. This Warrant and the Shares to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or
agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares. Holder further represents that Holder
does not currently have any contract, undertaking, agreement or arrangement with any unaffiliated person to sell or transfer to such person or any unaffiliated third person any of this Warrant or the Shares issuable hereunder. 

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 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 (including a complete loss of
Holder’s investment) 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 and the accuracy of Holder’s representations and warranties 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. Holder acknowledges that if an
exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period, and requirements relating to the Company which are outside of
the Holder’s control, and which the Company is under no obligation and may not reasonably be able to satisfy. 
 4.6
Market Stand-off Agreement. The Holder agrees that the Shares shall be subject to the Market Standoff provisions in Section 1.14 of the Company’s Amended and Restated Investors’ Rights Agreement dated as of May 26, 2011,
as such agreement may be amended or restated from time to time. 
 4.7 No Voting Rights. Holder, as a Holder of this
Warrant, will not have any voting rights until the exercise of this Warrant. 

  
 6 








 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 earliest to occur of (i) the tenth
(10th) anniversary of the Issue Date hereof, and
(ii) the date that is three (3) years following the effective date of the registration statement filed in connection with the IPO, and shall be void thereafter. 
 (b) Automatic Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share 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 for which it shall not previously have been exercised, and the
Company shall, within a reasonable time, deliver a certificate representing the Shares issued upon such exercise to Holder. 

5.2 Legends. Each certificate evidencing Shares shall be imprinted with a legend 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 WESTRIVER MEZZANINE LOANS, LLC DATED SEPTEMBER     , 2012, 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. 
 5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise of
this Warrant may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation
letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder, provided that such
affiliate is an “accredited investor” as defined in Regulation D promulgated under the Act. 
 5.4 Transfer Procedure.
Subject to the provisions of Section 5.3 and upon providing the Company with written notice, Holder may transfer all or part of this Warrant or the Shares issued upon exercise of this Warrant to any transferee, provided, however, in connection
with any such transfer, Holder will give the Company notice of the portion of the Warrant and/or Shares being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the
Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any transferee shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary
provision herein, at all times prior to the IPO, 

  
 7 








 
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, to any person or entity who directly
competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor. 
 5.5 Notices. All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the
third (3rd) Business Day after being mailed by
first-class registered or certified mail, postage prepaid, (iii) upon actual receipt if given by 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: 

WestRiver Mezzanine Loans, LLC 
 c/o WestRiver Management, LLC 
 3720 Carillon Point 

Kirkland, Washington 98033-7455 
 Attention: Erik J. Anderson 
 Telephone: (425) 576-9850 

Email: eanderson@westrivercap.com 
 With a copy (which shall not constitute notice) to: 
 Perkins Coie LLP 

1201 Third Avenue, Suite 4800 
 Seattle, Washington 98101-3099 
 Attention: David C. Clarke 

Telephone: (206) 359-8612 
 Email: dclarke@perkinscoie.com 
 Notice to the Company shall be addressed as
follows until Holder receives notice of a change in address: 
 Mavenir Systems, Inc. 

1651 North Glenville Drive, Suite 216 
 Richardson, Texas 75081 
 Attn: Sam Garrett, General Counsel 

Fax: (469) 916-4397 
 Email: sam@mavenir.com 
 With a copy (which shall not constitute notice) to:

 Andrews Kurth LLP 
 111 Congress Avenue, Suite 1700 
 Austin, Texas 78701 

Attn: Alan D. Bickerstaff 
 Fax: (512) 542-5219 
 Email: abickerstaff@andrewskurth.com 

  
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 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 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 WestRiver Mezzanine Loans, LLC is closed. 
 [Remainder of page left blank intentionally] 
 [Signature page follows]


  
 9 








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

			
	“COMPANY”
	
	 MAVENIR SYSTEMS, INC.

		
	 By:
	 	 /s/ Terry Hungle

	 Name:
	 	 Terry Hungle

		 	(Print)
	 Title:
	 	Chief Financial Officer

  

			
	“HOLDER”
	
	 WESTRIVER MEZZANINE LOANS, LLC

		
	 By:
	 	WestRiver Management, LLC, its
		 	Managing Member
		
	 By:
	 	 /s/ Erik J. Anderson

		 	Erik J. Anderson, Manager


  
 10 









 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:

  

			
	 ̈	 	check in the amount of $            payable to order of the Company enclosed herewith
		
	 ̈	 	Wire transfer of immediately available funds to the Company’s account
		
	 ̈	 	Cashless Exercise pursuant to Section 1.2 of the Warrant
		
	 ̈	 	Other [Describe]                     

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

  

							
		  	 	  		  	
		  	Holder’s Name	  		  	
				
		  	 	  		  	
				
		  	 	  		  	
		  	(Address)	  		  	

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

			
	HOLDER:
	  

		
	By:	 	 
	Name:	 	 
	Title:	 	 
	(Date):	 	 



  
 Appendix 1