Exhibit 4.13


 


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 ISSUER, SUCH OFFER,
SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


WARRANT TO PURCHASE STOCK


 


Company: Orchestra BioMed, Inc., a Delaware corporation


Number of Shares: As set forth in Paragraph A below


Type/Series of Stock: Common Stock, $0.0001 par value per share


Warrant Price: $0.62 per Share, subject to adjustment


Issue Date: December 10, 2019


Expiration Date: December 9, 2029 See also Section
5.1(b).


Credit Facility: This Warrant to
Purchase Stock (“Warrant”) is issued in connection with that certain Loan and Security Agreement of even date
herewith among Silicon Valley Bank, the Company, Backbeat Medical, Inc. and Caliber Therapeutics, Inc. (as amended and/or modified and
in effect from time to time, the “Loan Agreement”).


 


THIS WARRANT CERTIFIES THAT,
for good and valuable consideration, SILICON VALLEY BANK (together with any successor or permitted assignee or transferee of this Warrant
or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase up to the number of fully paid
and non-assessable shares of the above-stated Type/Series of Stock (the “Class”) of the above-named company
(the “Company”) determined pursuant to Paragraph A below, at the above-stated Warrant Price, all as set forth
above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in
this Warrant. Reference is made to Section 5.4 of this Warrant whereby Silicon Valley Bank shall transfer this Warrant to its parent company,
SVB Financial Group.


 


 A. Number of Shares. Upon the
making (if any) of each Growth Capital Advance (as defined in the Loan Agreement) to Borrower (as defined in the Loan Agreement), this
Warrant automatically shall become exercisable for such number of shares of the Class (cumulatively and collectively, and as may be adjusted
from time to time in accordance with the provisions of this Warrant, the “Shares”) as shall equal (i)(a) 0.02,
multiplied by (b) the amount of such Growth Capital Advance, divided by (ii) the Warrant Price in effect on and as of the date of such
Growth Capital Advance, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant.


 


SECTION 1. EXERCISE.


 


1.1 Method
of Exercise. Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to the Company
the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix
1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of
same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant
Price for the Shares being purchased.


 






     


     


    

 


1.2 Cashless
Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section
1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of
this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number
of fully paid and non-assessable Shares as are computed using the following formula:


 


		X =	 Y(A-B)/A



 


where:


 


		X =	 the number of Shares to be issued to the Holder;



 


		Y =	the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered
to the Company in payment of the aggregate Warrant Price);



 


		A =	the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and



 


		B =	the Warrant Price.



 


1.3 Fair
Market Value. If 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 of shares representing at least a majority of the Company’s then-total outstanding combined voting
power.


 






    2


     


    

 


(b) Treatment
of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s stockholders
consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public
Acquisition”), and the fair market value of one Share as determined in accordance with Section 1.3 above would be greater
than the Warrant Price in effect on such date immediately prior to such Cash/Public Acquisition, and Holder has not exercised this Warrant
pursuant to Section 1.1 above as to all Shares, then this Warrant shall automatically be deemed to be Cashless Exercised pursuant to Section 1.2
above as to all Shares effective immediately prior to and contingent upon the consummation of a Cash/Public Acquisition. In connection
with such Cashless Exercise, Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the
Warrant as of the date thereof and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued
upon exercise. In the event of a Cash/Public Acquisition where the fair market value of one Share as determined in accordance with Section 1.3
above would be less than the Warrant Price in effect immediately prior to such Cash/Public Acquisition, then this Warrant will expire
immediately prior to the consummation of such Cash/Public Acquisition.


 


(c)  Upon
the closing of any Acquisition other than a Cash/Public Acquisition, the acquiring, surviving or successor entity shall assume the obligations
of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid
for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing
of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant.


 


(d)  As
used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i)
the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and is then current in its filing of all required reports and other information
under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder
in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in a Trading
Market, and (iii) following the closing of such Acquisition, Holder would not be restricted from publicly re-selling all of the issuer’s
shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this Warrant in full on or
prior to the closing of such Acquisition, except to the extent that any such restriction (x) arises solely under federal or state securities
laws, rules or regulations, and (y) does not extend beyond six (6) months from the closing of such Acquisition.


 


SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT
PRICE.


 


2.1 Stock
Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable
in additional shares of the Class or other securities or property (other than cash), then upon exercise of this Warrant, for each Share
acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would
have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides the
outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder
shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares of the Class are
combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately
increased and the number of Shares shall be proportionately decreased.


 






    3


     


    

 


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, approved or accepted by the Company’s Board of Directors, of a share of the
Class for purposes of the Company’s compliance with Section 409A of the Internal Revenue Code of 1986, as amended (or the corresponding
section of any successor statute) (a “409A Valuation”).


 


(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.


 


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


 






    4


     


    

 


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 such reasonable information as Holder may reasonably require
regarding the treatment of this Warrant in connection with such event giving rise to the notice); and


 


(3) with respect
to the IPO, at least seven (7) Business Days prior written notice of the date on which the Company proposes to file its registration
statement in connection therewith.


 


The Company will also provide information requested
by Holder from time to time, within a reasonable time following each such request, that is reasonably necessary to enable Holder to comply
with Holder’s accounting or reporting requirements. Prior to the IPO, such information may include, but shall not be limited to,
the Company’s then-current summary capitalization table, the price per share for which the Company most recently prior thereto sold
or issued shares of its convertible preferred stock to investors for cash in a bona fide equity financing of the Company, and the Company’s
most recent 409A Valuation. Holder agrees to treat and hold all information provided by the Company pursuant to this Warrant in confidence
in accordance with the provisions of Section 12.9 of the Loan Agreement (regardless of whether the Loan Agreement shall then be in effect).


 






    5


     


    

 


SECTION 4. REPRESENTATIONS, WARRANTIES OF THE
HOLDER.


 


The Holder represents and warrants to the Company
as follows:


 


 4.1 Purchase for Own Account. This
Warrant and the 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.


 


 4.2 Disclosure of Information. Holder
is aware of the Company’s business affairs and financial condition and has received or has had full access to all the information
it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its
underlying securities. Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms
and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company
possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to
Holder or to which Holder has access.


 


 4.3 Investment Experience. Holder
understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor
in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment
in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable
of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or
business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables
Holder to be aware of the character, business acumen and financial circumstances of such persons.


 


 4.4 Accredited Investor Status.
Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.


 


 4.5 The Act. Holder understands
that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed
herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently
registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification
are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Act.


 


4.6 No
Voting Rights. Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.


 


SECTION 5. MISCELLANEOUS.


 


5.1 Term;
Automatic Cashless Exercise Upon Expiration.


 


(a)  Term.
Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or
before 6:00 PM, Pacific time, on the Expiration Date and shall be void thereafter.


 






    6


     


    

 


(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 SILICON VALLEY BANK DATED DECEMBER
10, 2019, 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 SVB Financial Group
(Silicon Valley Bank’s parent company) or any other affiliate of Holder, provided that any such transferee is an “accredited
investor” as defined in Regulation D promulgated under the Act. Additionally, the Company shall also not require an opinion of counsel
if there is no material question as to the availability of Rule 144 promulgated under the Act.


 


5.4 Transfer
Procedure. After receipt by Silicon Valley Bank of the executed Warrant, Silicon Valley Bank will transfer all of this Warrant to
its parent company, SVB Financial Group. By its acceptance of this Warrant, SVB Financial Group hereby makes to the Company each of the
representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant
as if the original Holder hereof. Subject to the provisions of Section 5.3 and upon providing the Company with written notice, SVB Financial
Group and any subsequent Holder may transfer all or part of this Warrant or the Shares issued upon exercise of this Warrant to any transferee,
provided, however, in connection with any such transfer, SVB Financial Group or any subsequent Holder will give the Company notice of
the portion of the Warrant and/or Shares being transferred with the name, address and taxpayer identification number of the transferee
and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further,
that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms
and conditions of this Warrant. 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,
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.


 






    7


     


    

 


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:


 


SVB Financial Group


Attn: Treasury Department


[Omitted pursuant to Item 601(a)(6)]


Telephone: [Omitted pursuant to Item 601(a)(6)]


Facsimile: [Omitted pursuant to Item 601(a)(6)]


Email address: [Omitted pursuant to
Item 601(a)(6)]


 


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


 


Orchestra BioMed, Inc.


Attn: Chief Executive Officer


405 Lexington Avenue, Floor
26


New York, NY 10174


Telephone: [Omitted pursuant
to Item 601(a)(6)]


Email: [Omitted pursuant to Item 601(a)(6)]


 


With a copy (which shall not constitute
notice) to:


 


Paul Hastings LLP


Attn: Samuel A. Waxman


200 Park Avenue


New York, NY 10166


Telephone: [Omitted pursuant
to Item 601(a)(6)]


Email: [Omitted pursuant to Item 601(a)(6)]


 


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.


 






    8


     


    

 


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 New York, without giving effect to
its principles regarding conflicts of law.


 


5.10 Headings.
The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.


 


5.11 Business
Days. “Business Day” is any day that is not a Saturday,
Sunday or a day on which Silicon Valley Bank is closed.


 


[Remainder of page left blank intentionally]


[Signature page follows]


 




    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”	 
	 	 
	ORCHESTRA BIOMED, INC.	 
	 	 
	By:	 /s/ David Hochman	 
	Name: 	 David Hochman	 
		(Print)	 
	Title:	Chief Executive Officer	 
	 	 
	“HOLDER”	 
	 	 
	SILICON VALLEY BANK	 
	 	 
	By:	/s/ Sam Subilia	 
	Name:	Sam Subilia	 
	 	(Print)	 
	Title:	 Director	 


 




    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):	



 






     


     


    

 


SCHEDULE 1


 


Company Capitalization Table


 


See attached