EX-4.5



 Exhibit 4.5 

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933
ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS. 
 PLAIN ENGLISH WARRANT AGREEMENT 

This is a PLAIN ENGLISH WARRANT AGREEMENT dated August 23, 2013 by and between AEROHIVE NETWORKS, INC., a Delaware corporation and TRIPLEPOINT
CAPITAL LLC, a Delaware limited liability company. 
 The words “We”, “Us”, or “Our” refer to the warrant holder, which is
TRIPLEPOINT CAPITAL LLC. The words “You” or “Your” refers to the issuer, which is AEROHIVE NETWORKS, INC., and not to any individual. The words “the Parties” refers to both TRIPLEPOINT CAPITAL LLC and AEROHIVE NETWORKS,
INC. This Plain English Warrant Agreement may be referred to as the “Warrant Agreement”. 
 The Parties have entered into a Plain English Growth
Capital Loan and Security Agreement dated as of August 23, 2013, the “Loan Agreement”. 
 In consideration of such Loan Agreement the Parties
agree to the following mutual agreements and conditions set forth below: 
 WARRANT INFORMATION: 

 

					
	  Effective Date
	 	 Warrant Number
	 	 Loan Facility Number

	August 23, 2013	 	0532-W-03	 	0532-GC-03

  

							
	 Warrant Coverage
	 	 Number of Shares
	 	 Price Per Share
	 	 Type of Stock

	As set forth in Section 1.	 	 As set forth in Section 1.

Subject to adjustment as set
 forth
in this Warrant
 Agreement.
	 	 $4.4126, subject to

adjustment as set forth in
 this
Warrant Agreement.
	 	 Series E Preferred Stock,

subject to adjustment as set
 forth
in this Warrant
 Agreement.



OUR CONTACT INFORMATION 
  

					
	 Name
	 	 Address For Notices
	 	 Contact Person

	TriplePoint Capital LLC	 	2755 Sand Hill Road, Ste. 150
Menlo Park, CA 94025
Tel: (650) 854-2090 
Fax: (650) 854-1850	 	Sajal Srivastava, COO 


 YOUR CONTACT
INFORMATION 
  

					
	 Customer Name
	 	 Address or Notices
	 	 Contact Person

	Aerohive Networks, Inc.	 	330 Gibraltar Drive
Sunnyvale, CA 94089	 	Gordon Brooks, CFO









  

	1.	WHAT YOU AGREE TO GRANT US 

  

You grant to Us and We are entitled, upon the terms and subject to the conditions set forth in this Warrant Agreement, to purchase from You, at a price per
share equal to the Exercise Price, that number of fully paid and non-assessable shares of Your Warrant Stock equal (a) the greater of (i) Three Hundred Thousand Dollars ($300,000), and (ii) the Calculated Amount, divided by
(b) the Exercise Price. 
 The number of shares of Warrant Stock and the Exercise Price of such Warrant Stock are subject to adjustment as provided in
Section 4 hereof. 
 For purposes of this Warrant Agreement, the following capitalized terms have the meanings given below: 

“Calculated Amount” means with respect to the Advances (as defined in the Loan Agreement) under the Part 1 Commitment Amount of the
Loan Agreement You provide to Us, the sum of the product obtained by multiplying (a) the principal amount of each such Advance by (b) the Option Percentage applicable to such Advance. 

“Exercise Price” means the lower of (a) $4.4126 and (b) the lowest per share price for which Your preferred stock is sold
in the Next Round. 
 “Next Round” means the next private bona fide round of equity financing in which You issue and sell shares of
your preferred stock for aggregate gross cash proceeds of at least $1,000,000 (excluding any amounts received upon conversion or cancellation of indebtedness) subsequent to the Effective Date. 

“Option Percentage” means (a) as to Advances under Option A of the Loan Agreement, three percent (3%); (b) as to Advances
under Option B of the Loan Agreement, four percent (4%), (c) as to Advances under Option C of the Loan Agreement, four and one-half percent (4.5%), and (d) as to Advances under Option D of the Loan Agreement, five percent (5%). 

“Warrant Stock” means (a) the class and series of Your preferred stock issued in the Next Round, if the lowest per share price
for which such preferred stock is sold in the Next Round is less than $4.4126, or (b) in all other cases, Your Series E Preferred Stock. For avoidance of doubt, if this Warrant Agreement is exercised prior to the Next Round then this Warrant
Agreement shall be exercisable for Your Series E Preferred Stock. 
  
  

	2.	WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. 

  

The term of this Warrant Agreement and Our right to purchase Warrant Stock will begin the Effective Date, and shall be available for the earlier of (i) 10
years from the Effective Date or (ii) 1 year from the effective date of Your initial public offering. 
 Notwithstanding the foregoing, Our right to
purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below immediately prior to the effectiveness of a Merger Event, as defined below, with a Person that is not one of Your affiliates, in which
Your common stock is exchanged for cash and/or stock that is traded on a recognized public exchange or on the NASDAQ National Market, provided that upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and
on account of the Warrant Stock consists of (x) cash or (y) stock that is traded on a recognized public exchange or on the NASDAQ National Market and the total per share consideration is equal to or greater than two (2) times the
aggregate Exercise Price (as adjusted). In the event the stock consideration to be paid in (y) above is less than two (2) times the aggregate Exercise Price (as adjusted) and We have not elected to exercise Our rights under this Warrant
Agreement, then You may, at Your sole discretion, pay Us a sum equal to one (1) time the Exercise Price for each share exercisable under this Warrant Agreement in exchange for the cancellation of this Warrant Agreement upon the consummation of
such Merger Event. 

  
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 No less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of
the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger
Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information,
if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement. 

 
  

	3.	HOW WE MAY PURCHASE YOUR WARRANT STOCK. 

  

We may exercise Our purchase rights, in whole or in part, at any time, or from time to time, prior to the expiration of the term of this Warrant Agreement, by
giving You a completed and executed Notice of Exercise in the form attached as Exhibit I. Promptly upon receipt of the Notice of Exercise and in any event no later than twenty-one (21) days after you have received Our Notice of
Exercise and payment of the aggregate Exercise Price for the shares purchased, You will issue to Us a certificate for the number of shares of Warrant Stock that We have purchased and You will execute the Acknowledgment of Exercise in the form
attached hereto as Exhibit II indicating the number of shares which will be available to Us for future purchases, if any. 
 We may pay for the
Warrant Stock by either (i) cash or check, or (ii) by the net issuance method as determined below. If We elect the Net Issuance method, You will issue Warrant Stock using the following formula: 

 

							
	X	 	=	 	Y(A-B)	 	
		 		 	      A	 	

  

							
	Where:	  	 	X =	  	  	the number of shares of Warrant Stock to be issued to Us.
		  	 	Y =	  	  	the number of shares of Warrant Stock We request to be exercised under this Warrant Agreement.
		  	 	A =	  	  	the fair market value of one share of Warrant Stock.
		  	 	B =	  	  	the Exercise Price.

 For purposes of the above calculation, current fair market value of Warrant Stock shall mean with respect to each share of
Warrant Stock: 
 If the exercise is in connection with the initial public offering of Your Common Stock, and if Your registration statement relating to
such public offering has been declared effective by the SEC, then the fair market value per share shall be the product of (x) the initial “Price to Public” specified in the final prospectus of the offering and (y) the number of
shares of Common Stock into which each share of Warrant Stock is convertible at the time of such exercise; 
 If this Warrant Agreement is exercised after,
and not in connection with Your initial public offering, and: 
  

	•	 	if traded on a securities exchange, the fair market value shall be the product of (x) the average of the closing prices over a five (5) day period ending three (3) days before the day the current fair
market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible at the time of such exercise; or 


 

	•	 	if actively traded over-the-counter, the fair market value shall be the product of (x) the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day
period ending three (3) days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible at the time of such
exercise. 


  
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 If this Warrant Agreement is exercised prior to or after Your initial public offering, and: 

 

	•	 	Your Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value of Warrant Stock shall be the product of (x) the fair market
value of a share of Your Common Stock (the highest price per share which You could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold, from authorized but unissued shares), as determined in good faith by
Your Board of Directors and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible at the time of such exercise, unless You shall become subject to a merger, acquisition or other consolidation pursuant to
which You are not the surviving party, in which case the fair market value of Warrant Stock shall be deemed to be the value received by the holders of Your Warrant Stock on a common equivalent basis pursuant to such merger or acquisition or other
consolidation. 

 During the term of this Warrant Agreement, You will at all times from and after the Effective Date have authorized and
reserved a sufficient number of shares of (a) Warrant Stock to provide for the exercise of our rights to purchase Warrant Stock, and (b) Common Stock to provide for the conversion of the Warrant Stock. 

If We elect to exercise part of the Warrant Agreement, You will promptly issue to Us an amended Warrant Agreement stating the remaining number of shares that
are available. All other terms and conditions of that amended Warrant Agreement shall be identical to those contained in this Warrant Agreement. 
 If at
the end of the term of this Warrant Agreement, the fair market value of one share of Warrant Stock (or other security issuable upon the exercise hereof) as determined in accordance herewith is greater than the Exercise Price in effect on such date,
then this Warrant Agreement shall automatically be deemed on and as of such date to be converted pursuant hereto as to all shares of Warrant Stock (or such other securities) for which it shall not previously have been exercised or converted, and You
shall promptly deliver a certificate representing the shares of Warrant Stock (or such other securities) issued upon such conversion to Us. 
  

 

	4.	WHEN WILL THE NUMBER OF SHARES AND EXERCISE PRICE CHANCE. 

  

 

	•	 	If You are Acquired. Subject to Section 2, if at any time: (i) there is a reorganization of Your stock (other than a reclassification, exchange or subdivision of Your stock otherwise provided for in
this Warrant Agreement); (ii) You merge or consolidate with or into another entity, whether or not You are the surviving entity; (iii) You sell or convey, or grant an exclusive license with respect to, all or substantially all of Your
assets to any other person; or (iv) there occurs any transaction or series of related transactions that result in the transfer of fifty percent (50%) or more of the outstanding voting power of the capital stock of You (each of the
foregoing events are referred to as a “Merger Event”), then, as a part of such Merger Event, lawful provision shall be made so that We shall thereafter be entitled to receive, upon exercise of Our rights under this Warrant Agreement, the
number of shares of preferred stock or other securities of the successor or surviving person resulting from such Merger Event, equal in value to that which would have been issuable if We had exercised Our rights under this Warrant Agreement
immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by Your Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to Our rights and
interest after the Merger Event so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Warrant Stock purchasable) shall be applicable to the greatest extent possible. 


  
 -4- 









	•	 	If You Reclassify Your Stock. If at any time You combine, reclassify, exchange or subdivide Your securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement
exist into the same or a different number of securities of any other class or classes, this Warrant Agreement will thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change
with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change. 


 

	•	 	If You Subdivide or Combine Your Shares. If at any time You combine or subdivide Your Warrant Stock, the Exercise Price will be proportionately decreased in the case of a subdivision, or proportionately increased
in the case of a combination. 

  

	•	 	If You Pay Stock Dividends. If at any time You pay a dividend payable in, or make any other distribution (except any distribution specifically provided for in the above paragraphs) of Your Warrant Stock, then the
Exercise Price shall be adjusted, from and after the record date of such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction (i) the numerator of
which shall be the total number of all shares of Your Warrant Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of all shares of Your W Preferred Stock
outstanding immediately after such dividend or distribution. We will thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Warrant Stock (calculated to the nearest whole share) obtained by
multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Warrant Stock issuable upon the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price
resulting from such adjustment. 

  

	•	 	If you change the Antidilution Rights of the Warrant Stock or Issue New Preferred or Convertible Stock. All antidilution rights applicable to the Warrant Stock purchasable under this Warrant Agreement are as set
forth in Your Certificate of Incorporation, as amended through the Effective Date. You will promptly provide Us with any restatement, amendment, modification of or waiver of any right under Your Certificate of Incorporation. You will provide Us with
prior written notice of any issuance of Your stock or other equity security to occur after the Effective Date (other than issuances of stock or equity securities pursuant to customary employee stock plans), which notice shall include (a) the
price at which such stock or security is to be sold, (b) the number of shares to be issued, and (c) such other information as necessary for Us to determine if a dilutive event has occurred or will occur as a result of such issuance.


  

	•	 	No Duplication of Adjustments. Notwithstanding anything to the contrary in this Warrant, nothing in this Warrant shall be deemed to duplicate adjustments to the number of shares of Warrant Stock issuable pursuant
to this Warrant, or the exercise price thereof, to the extent of adjustments made to stock of the same class and series as the Warrant Stock generally pursuant to Your Certificate of Incorporation, as may be in effect from time to time.


  

	•	 	No Fractional Shares. We acknowledge that You will not issue fractional shares upon exercise of this Warrant Agreement, in lieu of such fractional shares You will make a cash payment on the basis of the Exercise
Price then in effect. 

  
  

	5.	WE CAN TRANSFER THIS PLAIN ENGLISH WARRANT AGREEMENT. 

  

Subject to the terms and conditions contained in Section 7, We (or any successor transferee) may transfer in whole or in part this Warrant Agreement and
all its rights. You will record the transfer on Your books when You receive Our Notice of Transfer in the form attached hereto as Exhibit III, and Our payment of all transfer taxes and other governmental charges involved in such
transfer. 

  
 -5- 








  

	6.	REPRESENTATIONS, WARRANTIES, AND COVENANTS FROM YOU. 

  

 

	•	 	Reservation of Warrant Stock. The Warrant Stock issuable upon exercise of Our rights under this Warrant Agreement will be duly and validly reserved and when issued in accordance with the provisions of this
Warrant Agreement will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, however, that the Warrant Stock issuable pursuant to this Warrant Agreement
may be subject to restrictions on transfer under state and/or Federal securities laws. Upon Our exercise, You will issue to Us certificates for shares of Warrant Stock without charging Us any tax, or other cost incurred by You in connection with
such exercise and the related issuance of shares of Warrant Stock. You will not be required to pay any tax, which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than TriplePoint
Capital L.L.C. 

  

	•	 	Due Authority. Your execution and delivery of this Warrant Agreement and the performance of Your obligations hereunder, including the issuance to Us of the right to acquire the shares of Warrant Stock, have been
duly authorized by all necessary corporate action on Your part and this Warrant Agreement is not inconsistent with Your Certificate of Incorporation or Bylaws, does not contravene any law or governmental rule, regulation or order applicable to it,
do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which You are a party or by which You are bound, and this Warrant Agreement constitutes a legal, valid and
binding agreement, enforceable in accordance with its respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law or principles at equity governing specific performance,
injunctive relief and other equitable remedies. 

  

	•	 	Consents and Approvals. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, Federal or other governmental authority or agency is required with
respect to execution, delivery and Your performance of Your obligations under this Warrant Agreement, except for the filing of any required notices pursuant to Federal and state securities laws, which filings will be effective by the times required
thereby. 

  

	•	 	Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All
outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: 


Your authorized capital consists of (A) 132,000,000 shares of Common Stock, of which 17,503,787 shares of Common Stock are issued and outstanding, and
(B) 73,606,170 shares of preferred stock, of which 70,540,153 shares are issued and outstanding. 
 You have reserved 32,871,336 shares of Common Stock
for issuance under Your Stock Incentive Plan, under which 16,804,371 options have been granted. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights
presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. 
 Except as
set forth in Your Investors’ Rights Agreement, a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital
stock. 

  
 -6- 









	•	 	Other Commitments to Register Securities. Except as set forth in this Warrant Agreement and the Investors’ Rights Agreement, You are not, pursuant to the terms of any other agreement currently in existence,
under any obligation to register under the 1933 Act any of Your presently outstanding securities or any of Your securities which may hereafter be issued. 

  

	•	 	Exempt Transaction. Subject to the accuracy of Our representations in Section 7 hereof, the issuance of the Warrant Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from
(i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws. 


 

	•	 	Compliance with Rule 144. We may sell the Warrant Stock issuable hereunder in compliance with Rule 144 promulgated by the Securities and Exchange Commission. 


 

	•	 	No Impairment. You agree not to, by amendment of Your Certificate of Incorporation, by-laws or other organizational or charter documents 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 You, but shall at all times in good faith assist in
carrying out of all the provisions of this Warrant and in taking all such action as may be necessary or appropriate to protect Our rights under this Warrant against impairment. However, You shall not be deemed to have impaired Our rights if You
amend Your Certificate of Incorporation, or the holders of Your preferred stock waive their rights thereunder, in a manner that does not (individually or when considered in the context of any other actions being taken in connection with such
amendments or waivers) affect Us in a manner different from the effect that such amendments or waivers have on the rights of other holders of the same series and class as the Warrant Stock; provided, however, that, notwithstanding the
foregoing, You shall not impose any restrictions on the transferability or alienability of the Warrant Stock other than in effect as of the Effective Date without the express written consent of Us. 


 
  

	7.	OUR REPRESENTATIONS AND COVENANTS TO YOU. 

  

 

	•	 	Investment Purpose. The right to acquire Warrant Stock or the Warrant Stock issuable upon exercise of Our rights contained herein and the Common Stock issuable upon conversion will be acquired for investment
purposes and not with a view to the sale or distribution of any part thereof, and We have no present intention of selling or engaging in any public distribution of the same in violation of the 1933 Act. 


 

	•	 	Private Issue. We understand (i) that this Warrant Agreement, the Warrant Stock issuable upon exercise of this Warrant Agreement and the Common Stock issuable upon conversion of the Warrant Stock are not
registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that
Your reliance on such exemption is predicated on the representations set forth in this Section 7. 

  

	•	 	 Disposition of Our Rights. In no event will We make a disposition of any of Our rights to acquire Warrant Stock or Warrant Stock issuable upon
exercise of such rights or the Common Stock issuable upon conversion of the Warrant Stock unless and until (i) We shall have notified You in writing of the proposed disposition, and (ii) the transferee agrees to be bound in writing to the
applicable terms and conditions of this Warrant Agreement, and (iii) if You request, We shall have furnished You with an opinion of counsel satisfactory to You and Your counsel to the effect that (A) appropriate action necessary for
compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed




  
 -7- 









	 	 
upon the transferability of any of Our rights to acquire Warrant Stock or Warrant Stock issuable on the exercise of such rights or the Common Stock issuable upon conversion of the Warrant Stock
do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of Warrant Stock when (1) such security
shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or
(3) a letter shall have been issued to You at Our request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to You at Our request by such Commission stating that no action shall be recommended by such
staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no
subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the holder of a share of Warrant Stock then outstanding as to which such restrictions have terminated shall be
entitled to receive from You, without expense to such holder, one or more new certificates for the Warrant or for such shares of Warrant Stock not bearing any restrictive legend referring to 1933 Act registration or exemption. 



 

	•	 	Financial Risk. We have such knowledge and experience in financial and business matters and knowledge of Your business affairs and financial condition as to be capable of evaluating the merits and risks of Our
investment, and have the ability to bear the economic risks of Our investment. 

  

	•	 	Risk of No Registration. We understand that if You do not register with the Securities and Exchange Commission pursuant to Section 12 of the 1934 Act (the “1934 Act”), or file reports pursuant to
Section 15(d), of the 1934 Act, or if a registration statement covering the securities under the 1933 Act is not in effect when We desire to sell (i) the rights to purchase Warrant Stock pursuant to this Warrant Agreement, or (ii) the
Warrant Stock issuable upon exercise of the right to purchase, or (iii) the Common Stock issuable upon conversion of the Warrant Stock, We may be required to hold such securities for an indefinite period. We also understand that any sale of Our
right to purchase Warrant Stock or Warrant Stock or Common Stock issuable upon conversion of the Warrant Stock, which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of
that Rule. 

  

	•	 	Accredited Investor. We are an “accredited investor” within the meaning of the Securities and Exchange Rule 501 of Regulation D of the 1933 Act, as presently in effect. 


 
  

	8.	NOTICES YOU AGREE TO PROVIDE US. 

  

You agree to give Us at least twenty (20) days prior written notice of the following events: 

 

	•	 	If You pay a Dividend or distribution declaration upon Your stock. 

  

	•	 	If You offer for subscription pro-rata to the existing shareholders additional stock or other rights. 

  

	•	 	If You consummate or sign definitive documents providing for a Merger Event. 

  

	•	 	If You have an initial public offering. 

  

	•	 	If You dissolve or liquidate. 


  
 -8- 








 All notices in this Section must set forth details of the event, how the event adjusts either Our number of
shares or Our Exercise Price and the method used for such adjustment. 
 Timely Notice. Your failure to timely provide such notice required above
shall entitle Us to retain the benefit of the applicable notice period notwithstanding anything to the contrary contained in any insufficient notice received by Us. 
  

 

	9.	DOCUMENTS YOU WILL PROVIDE US. 

  

Upon signing this Warrant Agreement You will provide Us with: 
  

	•	 	Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require 

  

	•	 	Secretary’s certificate of incumbency and authority 

  

	•	 	Certified copy of resolutions of Your board of directors approving this Warrant Agreement 

  

	•	 	Certified copy of Certificate of Incorporation and by-laws as amended through the Effective Date 

  

	•	 	Current investors’ Rights Agreement 

 So long as this Warrant Agreement is in effect, You shall
provide Us with the following: 
  

	•	 	Prior to Your initial public offering, within five (5) Business Days after the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which
You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended
or restated articles/certificates of incorporation, current capitalization table and other related documents. 

  

	•	 	Within thirty (30) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. 


 

	•	 	Prior to Your initial public offering, after all obligations under the Loan Agreement have been finally paid in full, within forty-five (45) days after the end of each quarter, You will provide Us with (1) an
unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP accompanied by a report detailing any material contingencies, and (2) within one hundred eighty (180) days of the end of
each fiscal year end, You will provide Us with audited financial statements accompanied by an audit report and an unqualified opinion of the independent certified public accountants. 


 

	•	 	You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement. 


 
  

	10.	REGISTRATION RIGHTS UNDER THE 1933 ACT; MARKET STANDOFF. 

  

The shares of Your common stock into which the Warrant Stock is convertible shall have registration rights as set forth in the Investors’ Rights
Agreement, dated as of August 23, 2012 (as amended, the “Investors’ Rights Agreement”). The provisions set forth in Your Investors’ Rights Agreement relating to such 

  
 -9- 








 
registration rights in effect as of the date of this Warrant Agreement may not be amended, modified or waived without Our prior written consent unless such amendment, modification or waiver
affects the rights associated with the shares of common stock into which the Warrant Stock is convertible in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class
of stock as the Warrant Stock. In addition, We acknowledge and agree that We are subject to the Standoff Agreement as set forth in Section 2.14 of the Investors’ Rights Agreement. 

 
  

	11.	OTHER LEGAL PROVISIONS THE PARTIES WILL ABIDE BY. 

  

Effective Date. This Warrant Agreement shall be construed and shall be given effect in all respects as if it had been executed and delivered by the
Parties on the date hereof. This Warrant Agreement shall be binding upon any of the successors or assigns of the Parties. 
 Governing Law. This
Warrant Agreement shall be governed by and construed for all purposes under and in accordance with the laws of the State of California without giving effect to that body of law pertaining to conflicts of laws. 

Consent to Jurisdiction and Venue. All judicial proceedings arising in or under or related to this Warrant Agreement may be brought in any state or
federal court of competent jurisdiction located in the State of California. By execution and delivery of this Warrant Agreement, each party hereto generally and unconditionally: (a) consents to personal jurisdiction in San Mateo County, State
of California; (b) waives any objection as to jurisdiction or venue in San Mateo County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably
agrees to be bound by any judgment rendered thereby in connection with this Warrant Agreement. Service of process on any party hereto in any action arising out of or relating to this Warrant Agreement shall be effective if given in accordance with
the requirements for notice set forth in this Section, and shall be deemed effective and received as set forth therein. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either
party to bring proceedings in the courts of any other jurisdiction. 
 Mutual Waiver of Jury Trial; Judicial Reference. Because disputes arising in
connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the Parties wish applicable state and federal laws to apply (rather than arbitration rules), the Parties desire that
their disputes be resolved by a judge applying such applicable laws. EACH OF THE PARTIES SPECIFICALLY WAIVES ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM
(COLLECTIVELY, “CLAIMS”) ASSERTED BY YOU AGAINST US OR OUR ASSIGNEE OR BY US OR OUR ASSIGNEE AGAINST YOU. IN THE EVENT THAT THE FOREGOING JURY TRIAL WAIVER IS NOT ENFORCEABLE, ALL CLAIMS, INCLUDING ANY AND ALL QUESTIONS OF LAW OR FACT
RELATING THERETO, SHALL, AT THE WRITTEN REQUEST OF ANY PARTY, BE DETERMINED BY JUDICIAL REFERENCE PURSUANT TO THE CALIFORNIA CODE OF CIVIL PROCEDURE (“REFERENCE”). THE PARTIES SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED
STATE OR FEDERAL JUDGE. IN THE EVENT THAT THE PARTIES CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE APPOINTED BY THE COURT. THE REFEREE SHALL REPORT A STATEMENT OF DECISION TO THE COURT. NOTHING IN THIS SECTION SHALL LIMIT THE RIGHT OF ANY PARTY
AT ANY TIME TO EXERCISE LAWFUL SELF-HELP REMEDIES, FORECLOSE AGAINST COLLATERAL OR OBTAIN PROVISIONAL REMEDIES. THE PARTIES SHALL BEAR THE FEES AND EXPENSES OF THE REFEREE EQUALLY UNLESS THE REFEREE ORDERS OTHERWISE. THE REFEREE SHALL ALSO DETERMINE
ALL ISSUES RELATING TO THE APPLICABILITY, INTERPRETATION, AND ENFORCEABILITY OF THIS SECTION. THE PARTIES ACKNOWLEDGE THAT THE CLAIMS WILL NOT BE ADJUDICATED BY A JURY. This waiver extends to all such Claims, including Claims that involve


  
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persons other than You and Us; Claims that arise out of or are in any way connected to the relationship between You and Us; and any Claims for damages, breach of contract, specific performance,
or any equitable or legal relief of any kind, arising out of this Warrant Agreement. 
 Counterparts. This Warrant Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 Notices.
Any notice required or permitted under this Warrant Agreement shall be given in writing and shall be deemed effectively given upon the earlier of (1) actual receipt or 3 days after mailing if mailed postage prepaid by regular or airmail to Us
or You or (2) one day after it is sent by overnight mail via nationally recognized courier or (3) on the same day as sent via confirmed facsimile transmission, provided that the original is sent by personal delivery or mail by the sending
party. 
 Remedies. In the event of any default hereunder, the non-defaulting party may proceed to protect and enforce its rights either by suit in
equity and/or by action at law, including but not limited to an action for damages as a result of any such default, and/or an action for specific performance for any default where such party will not have an adequate remedy at law and where damages
will not be readily ascertainable. Each party expressly acknowledges and agrees that there is no adequate remedy at law for any breach of this Warrant Agreement and that in the event of any breach of this Warrant Agreement, the injured party shall
be entitled to specific performance of any or all provisions hereof or an injunction prohibiting the other party from continuing to commit any such breach of this Warrant Agreement. 

Survival. The representations, warranties, covenants, and conditions of the Parties contained herein or made pursuant to this Warrant Agreement shall
survive the execution and delivery of this Warrant Agreement. 
 Severability. In the event any one or more of the provisions of this Warrant
Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Warrant Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid,
legal and enforceable provision, which comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision. 

Entire Agreement. This Warrant Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained in it and
supersedes all prior and contemporaneous agreements, representations and undertakings of the Parties, whether oral or written, with respect to such subject matter. 

Amendments. Any provision of this Warrant Agreement may only be amended by a written instrument signed by the Parties. 

Lost Warrants or Stock Certificates. You covenant to Us that, upon receipt of evidence reasonably satisfactory to Us of the loss, theft, destruction or
mutilation of this Warrant Agreement or any stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to You, or in the case of any such mutilation upon surrender and cancellation
of such Warrant Agreement or stock certificate, You will make and deliver a new Warrant Agreement or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant Agreement or stock certificate. 

Rights as Stockholders. We shall not, as a party to this Warrant Agreement, be entitled to vote or receive dividends or be deemed the holder of Warrant
Stock or any of Your other securities which may at any time be issuable upon the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon Us any of the rights of one of Your stockholders or any right to vote
for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to receive dividends or subscription rights or otherwise until this Warrant Agreement is exercised and the shares purchasable upon the exercise
hereof shall have become deliverable, as provided herein. 

  
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 Facsimile Signatures. This Warrant Agreement may be executed and delivered by facsimile and upon such
delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. 

(Signature Page to Follow) 

  
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 IN WITNESS WHEREOF, each of the Parties have caused this Warrant Agreement to be executed by its officers
who are duly authorized as of the Effective Date. 
  

			
	You:	 	AEROHIVE NETWORKS, INC.
		
	Signature:	 	 /s/ David Flynn

	Print Name:	 	David Flynn
	Title:	 	Chief Executive Officer
		
	Us:	 	TRIPLEPOINT CAPITAL LLC
		
	Signature:	 	 /s/ Sajal Srivastava

	Print Name:	 	Sajal Srivastava
	Title:	 	COO



  
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 EXHIBIT I 

NOTICE OF EXERCISE 
  

	To:	[                ] 

  

	1.	We hereby elect to purchase [            ] shares of the Series [    ] Preferred Stock of
[            ], pursuant to the terms of the Plain English Warrant Agreement dated the [    ] day of
[            ], [20    ] (the “Plain English Warrant Agreement”) between You and Us, We hereby tender here payment of the purchase price for such shares in
full, together with all applicable transfer taxes, if any. 

  

	2.	Method of Exercise (Please initial the applicable blank) 

  

	 	a.	        The undersigned elects to exercise the Plain English Warrant Agreement by means of a cash payment, and gives You full payment for the purchase price of the shares being
purchased, together with all applicable transfer taxes, if any. 

  

	 	b.	        The undersigned elects to exercise the Plain English Warrant Agreement by means of the Net Issuance Exercise method of Section 3 of the Plain English Warrant
Agreement. 

  

	3.	In exercising Our rights to purchase the Series [    ] Preferred Stock of [            ], We hereby confirm and acknowledge the investment
representations, warranties and covenants made in Section 7 of the Plain English Warrant Agreement. 

 Please issue a certificate or
certificates representing these purchased shares of Series [    ] Preferred Stock in Our name or in such other name as is specified below. 
  

			
	  

	(Name)
	
	  

	(Address
		
	US:	 	TRIPLEPOINT CAPITAL LLC
		
	By:	 	  

		
	Title:	 	  

		
	Date:	 	  









 EXHIBIT II 

ACKNOWLEDGMENT OF EXERCISE 

[                    ], hereby acknowledges receipt of the
“Notice of Exercise” from TRIPLEPOINT CAPITAL LLC, to purchase [            ] shares of the Series [    ] Preferred Stock of
[            ], pursuant to the terms of the Plain English Warrant Agreement, and further acknowledges that 1 shares remain subject to 

purchase under the terms of the Plain English Warrant Agreement. 
  

					
	YOU:	 	AEROHIVE NETWORKS, INC.
			
		 	By:	 	  

			
		 	Title:	 	  

			
		 	Date:	 	  









 EXHIBIT III 

TRANSFER NOTICE 
 FOR VALUE RECEIVED, the
foregoing Plain English Warrant Agreement and all rights evidenced thereby are hereby transferred and assigned to 
  

	
	  

	(Please Print)

  

			
	Whose address is	 	  



 
  
  

			
	Dated:	 	  

		
	Holder’s Signature:	 	  

		
	Holder’s Address:	 	  

		
	Transferee’s Signature:	 	  

		
	Transferee’s Address:	 	  

		
	Signature Guaranteed:	 	  


 NOTE: The signature to this Transfer Notice must correspond with the name as it appears on the face of the Plain
English Warrant Agreement, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Plain
English Warrant Agreement.