Warrant to Purchase Stock issued to Silicon Valley Bank



 Exhibit 4.4 
 WARRANT TO PURCHASE STOCK 
 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 DATED AS OF OCTOBER 29, 2004
BETWEEN THE COMPANY AND SILICON VALLEY BANK, 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:	  	XOOM CORPORATION, a California corporation
	Number of Shares:	  	As set forth below
	Class:	  	Common
	Warrant Price:	  	$0.05 per share, subject to adjustment
	Issue Date:	  	 October 29, 2004

	Expiration Date:	  	 October 29, 2011


 THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable
consideration, including without limitation the mutual promises contained in that certain Loan and Security Agreement of even date herewith entered into by and among Gold Hill Venture Lending 03, LP, Silicon Valley Bank, and Xoom Corporation (the
“Loan Agreement”), SILICON VALLEY BANK (“Holder”) is entitled to purchase the number of fully paid and nonassessable Shares of the company named above (the “Company”) at the Warrant Price, 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. This Warrant is issued in connection with the Loan Agreement. 

As used herein: 

“Shares” means the Initial Shares plus the Additional Shares, if any. 

“Initial Shares” means Forty-Three Thousand One Hundred Fourteen (43,114) shares of the Class. 

“Additional Shares” means a cumulative, aggregate number of additional shares of the Class equal to (i) 1.6% of each
Advance (as defined in the Loan Agreement made to the Company pursuant to the Loan Agreement, divided by (ii) 0.46388. This Warrant shall become exercisable for the Additional Shares, if at all, only upon the making by the Lenders (as defined
in the Loan Agreement) of an Advance (as defined in the Loan Agreement). 







 ARTICLE 1. EXERCISE. 
 1.1 Method of Exercise. Holder may exercise this Warrant by delivering 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 each Share shall be the closing price of a Share reported for the business day immediately before Holder delivers its Notice of Exercise to the Company (or in the instance where the Warrant is exercised immediately prior to the
effectiveness of the Company’s initial public offering, 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 its Notice of Exercise to the Company (or, in the
instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial public offering, 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 then 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, but in any event within ten (10) days of such exercise or conversion, 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 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, or surrender and cancellation of this Warrant, the Company shall, at its expense, execute and deliver, in
lieu of this Warrant, a new warrant of like tenor. 

  
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 1.6 Treatment of Warrant Upon Acquisition of Company. 

1.6.1 “Acquisition”. For the purpose of this Warrant, “Acquisition” means any sale, license, or other
disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the
outstanding voting securities of the surviving entity after the transaction. 
 1.6.2 Treatment of Warrant at
Acquisition. 
 (a) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition in which
the sole consideration is cash, either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder
elects not to exercise the Warrant, this Warrant will expire upon the consummation of such Acquisition. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as
the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition. 

(b) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is an “arms length” sale
of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (a) Holder shall exercise its conversion or
purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will continue until the Expiration Date if
the Company continues as a going concern following the closing of any such True Asset Sale. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder
may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition. 

(c) Upon the closing of any Acquisition other than those particularly described in subsections (a) and (b) above, the
successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as
if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price and/or number of Shares shall be adjusted accordingly. 
 As used herein “Affiliate” shall mean any person or entity that owns or controls directly or indirectly ten (10) percent or more of the stock of Company, any person or entity that
controls or is controlled by or is under common control with such persons or entities, and each of such person’s or entity’s officers, directors, joint venturers or partners, as applicable. 

  
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 ARTICLE 2. ADJUSTMENTS TO THE SHARES. 

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the Shares 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 Shares by reclassification or otherwise into a greater number of shares or takes any other action which increases the amount of stock into which the Shares are convertible, the number of
shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares 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 any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms
of the Company’s Articles of Incorporation upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder an amendment to this Warrant 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 amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without
limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new 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 Warrant Price and the number of Shares
issuable upon exercise of this Warrant or, if the Shares are Preferred Stock, 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 Articles of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment. The provisions set forth for the Shares in the Company’s Articles or Certificate (as applicable) of
Incorporation 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 the same series and class as the Shares granted to the Holder. 

  
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 2.4 No Impairment. The Company shall not, by amendment of its Articles or Certificate
(as applicable) 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. 
 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. 
 2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, 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 in effect upon the date thereof and the series of adjustments leading to such Warrant Price. 
 ARTICLE 3. REPRESENTATIONS AND
COVENANTS OF THE COMPANY. 
 3.1 Representations and Warranties. The Company represents and warrants to 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 the Shares as of the date of this Warrant. 
 (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 nonassessable, and free of any liens and encumbrances except for restrictions
on transfer provided for herein or under applicable federal and state securities laws. 
 (c) The Company further covenants and
agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved for the purpose of issue or transfer upon exercise of the subscription rights evidenced
by this Warrant, a sufficient number of Shares of authorized but unissued stock, or other securities and property, when and as required to provide for the exercise of the rights represented by this Warrant. 

(d) The Capitalization Table previously provided to Holder remains 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 any of its
stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for sale additional shares of any class or 

  
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series of the Company’s stock; (c) to effect any reclassification or recapitalization of any of its stock; (d) to merge or consolidate with or into any other corporation, or sell,
lease, license, or convey all or substantially all of its assets, 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 common stock 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 common stock will be entitled to exchange their common stock for 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 incidental, or “Piggyback,” registration rights and S-3 registration rights pursuant to and as set forth in the Company’s Investor Rights Agreement or similar
agreement. The provisions set forth in the Company’s Investors’ Right 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 the same series and class as the Shares
granted to the Holder. 
 3.4 No Shareholder Rights. Except as provided in this Warrant, the Holder will not have any
rights as a shareholder of the Company until the exercise of this Warrant. 
 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 the Holder will be acquired for investment for the 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 the Holder has not been formed for the specific purpose of acquiring this Warrant or the Shares. 

4.2 Disclosure of Information. The 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. The 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 the Holder or to which the Holder has access. 

  
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 4.3 Investment Experience. The Holder understands that the purchase of this Warrant
and its underlying securities involves substantial risk. The Holder has experience as an investor in securities of companies in the development stage and acknowledges that the 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 the 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 the Holder to be aware of the character, business acumen and financial
circumstances of such persons. 
 4.4 Accredited Investor Status. The Holder is an “accredited investor” within
the meaning of Regulation D promulgated under the Act. 
 4.5 The Act. The 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. The Holder understands that this Warrant and the Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the 1933 Act and qualified under applicable state securities
laws, or unless exemption from such registration and qualification are otherwise available. 
 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 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 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 DATED AS OF OCTOBER 29, 2004 BETWEEN THE COMPANY AND SILICON
VALLEY BANK, 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 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 

  
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(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 Silicon Valley Bancshares (Holder’s parent company) or any other affiliate of Holder. Additionally, the Company shall also not require an opinion of counsel if
there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied
with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale. At the written request of the Holder who proposes to sell Stock issuable upon the exercise of the Warrant in compliance with Rule 144, within ten
(10) days after receipt of such request, the Company shall provide a written statement confirming the Company’s compliance with the filing requirements of the Securities and Exchange Commission as set forth in such Rule, as such Rule may
be amended from time to time. In addition, the Company agrees to provide the Holder within ten (10) days of written request such additional documents (including, without limitation, an opinion of counsel for the benefit of the Holder or any
underwriter or broker) as are required by an underwriter or transfer agent in order for the Holder to exercise its rights under this Warrant and transfer the Shares issued hereunder and carry out the intent of this Warrant. 

5.4 Transfer Procedure. Upon receipt by Holder of the executed Warrant, Holder may transfer all of this Warrant to Silicon Valley
Bancshares, Holder’s parent company, by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing Company with written notice, Silicon Valley Bancshares 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 transferee, provided, however, in
connection with any such transfer, Silicon Valley Bancshares 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). The Company may refuse to transfer this Warrant or the Shares to any person who directly competes with the Company, unless, in either case,
the stock of the Company is publicly traded. 
 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, at such address as may have been furnished to the Company or the Holder, as the case may (or
on the first business day after transmission by facsimile) be, in writing by the Company or such holder from time to time. Effective upon receipt of the fully executed Warrant and the initial transfer described in Article 5.4 above, all notices
to the Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise: 
 Silicon Valley Bancshares 
 Attn: Treasury Department 

3003 Tasman Drive, HA 200 
 Santa Clara, CA 95054 
 Telephone: 408-654-7400 

  
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 Facsimile: 408-496-2405 

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

 

			
	 	  	Xoom Corporation
		  	Attn: Kevin Hartz
		  	425 Brannan Street, Second Floor
		  	San Francisco, California 94107
		  	Telephone: (415) 777-4800 x100
		  	Facsimile: (415) 777-8690
		
	with a copy to:	  	Rutan & Tucker
		  	Attn: John Hamilton
		  	611 Anton Boulevard, 14th Floor
		  	Costa Mesa, California 92626
		  	Facsimile: (714) 546-9035

 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 attorney’s 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 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 converted pursuant to Section 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 the Holder. 
 5.9 Counterparts. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. 

5.10 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California,
without giving effect to its principles regarding conflicts of law. 
 5.11 Market Stand-Off Provision. Holder agrees to
be bound by the “Market Stand-Off’ provision (the “Market Stand-Off Provision”) in section 1.12 of Company’s Investors’ Rights Agreement (the “Rights Agreement”) dated December 19, 2003. The Market
Stand-Off Provision provisions set forth in the Rights Agreement may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver 

  
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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 the same series and class as of
the Shares granted pursuant to this Warrant. 
 [SIGNATURES APPEAR ON THE FOLLOWING PAGE] 

“COMPANY” 
 XOOM CORPORATION

  

									
	By:	 	 /s/ Kevin Hartz
	 	 	 	By:	 	 /s/ Matt Imbach

	Name:	 	Kevin Hartz	 		 	Name:	 	Matt Imbach
		 	(Print)	 		 		 	(Print)
	Title:	 	 Chairman of the Board, President or
 Vice President
	 		 	Title:	 	 Chief Financial Officer, Secretary,
 Assistant Treasurer or Assistant Secretary


  

			
	“HOLDER”
	
	 SILICON VALLEY BANK

		
	 By:
	 	 /s/ Jacob Moseley

	 Name:
	 	Jacob Moseley
		 	 (Print)

	 Title:
	 	Vice President


  
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 FIRST AMENDMENT TO WARRANT TO PURCHASE STOCK 

THIS FIRST AMENDMENT TO WARRANT TO PURCHASE STOCK (this “Agreement”) is dated as of October 8, 2009 by XOOM CORPORATION,
a California corporation (the “Company”) in favor of SVB FINANCIAL GROUP (“Holder”). 

RECITALS 

A. Company has issued a Warrant to Purchase Stock dated October 29, 2004 (the “Warrant”) in favor of Silicon Valley Bank
(“Bank”). Silicon Valley Bank has subsequently transferred the Warrant to the Holder. 
 B. Pursuant to the terms of
the Warrant, Holder has the right to purchase the Company’s common stock at the Warrant Price. 
 C. The Company has
requested that Bank make a revolving loan to the Company in the maximum principal amount of Three Million Dollars ($3,000,000) (the “Loan”), and Bank has agreed to make the Loan on the condition, among others, that the Company agree
to extend the Expiration Date of the Warrant to October 29, 2015, 
 NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter contained, the parties hereto agree as follows: 
 1. Definitions. All capitalized terms
used but not otherwise defined in this Agreement, including its preamble and recitals, shall have the meanings set forth in the Warrant. 
 2. Recitals. The parties hereto acknowledge and agree that the above Recitals are true and correct in all material respects and that the same are incorporated herein and made a part hereof by
reference. 
 3. Amendment. The Expiration Date of the Warrant is hereby extended to October 29, 2015. 

4. Continuing Validity. The Company understands and agrees that in modifying the Warrant, Holder is relying upon the
Company’s representations, warranties, and agreements, as set forth in the Warrant. Except as expressly modified pursuant to this Agreement, the terms of the Warrant remain unchanged and in full force and effect. 

5. Counterparts. This Agreement may be executed in any number of separate counterparts, each of which shall, collectively,
constitute one agreement. 
 6. Governing Law. This Warrant shall be governed by and construed in accordance with the
laws of the State of California, without giving effect to its principles regarding conflicts of law. 
 [Signatures Appear on
the Following Page] 







 IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first written
above. 
  

			
	XOOM CORPORATION
		
	By:	 	 /s/ Ryno Blignaut

		 	Name: Ryno Blignaut
		 	Title: CFO
	
	SVB FINANCIAL GROUP
		
	By:	 	 /s/ Michael Kruse

		 	Name: Michael Kruse
		 	Title: Portfolio Manager


 [Signature Page to First Amendment to Warrant to Purchase Stock]