Form of Series B Preferred Stock Purchase Warrant



 Exhibit 4.6 
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 
 WARRANT TO PURCHASE 
 SHARES OF SERIES B PREFERRED STOCK OF 

INVENSENSE, INC. 

(Void after March 31, 2015) 
 This certifies that [            ], a Delaware limited liability company, or assigns (the “Holder”), for value received, is
entitled to purchase from INVENSENSE, INC., a Delaware corporation (the “Company”), 37,647 fully paid and nonassessable shares of the Company’s Series B Preferred Stock (“Preferred Stock”) for cash at a
purchase price per share equal to $1.858 (the “Stock Purchase Price”). The Holder may also exercise this Warrant on a cashless or “net issuance” basis as described in Section 1(b) below. This Warrant is issued in
connection with the Loan and Security Agreement of even date herewith (as amended, restated and supplemented from time to time, the “Loan Agreement”) between the Company and
[            ], an affiliate of Holder (“Lender”). Capitalized terms used herein and not otherwise defined in this Warrant shall have the meaning(s) ascribed to them in the
Loan Agreement unless the context would otherwise require. 
 This Warrant may be exercised at any time or from time to time up
to and including 5:00 p.m. (Pacific time) on March 31, 2015 (the “Expiration Date”), upon surrender to the Company at its principal office at 3150A Coronado Dr., Santa Clara, CA 95054, (or at such other location as the Company
may advise Holder in writing) of this Warrant properly endorsed with the Form of Subscription attached hereto duly filled in and signed and upon payment in cash or by check of the aggregate Stock Purchase Price for the number of shares for which
this Warrant is being exercised determined in accordance with the provisions hereof. The Stock Purchase Price and the number of shares purchasable hereunder are subject to adjustment as provided in Section 4 of this Warrant. 

This Warrant is subject to the following terms and conditions: 
 1.            Exercise; Issuance of Certificates; Payment for Shares. 

(a)            Unless an election is made pursuant to clause (b) of
this Section 1, this Warrant shall be exercisable at the option of the Holder, at any time or from time to time, on or before the Expiration Date for all or any portion of the shares of Preferred Stock (but not for a fraction of a share) which
may be purchased hereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. In the event, however, that pursuant to the Company’s Articles of Incorporation, as amended, an event causing automatic conversion of
the Company’s Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of the Company into which the Preferred Stock not








 
purchased upon any prior exercise of this Warrant would have been so converted (and, where the context requires, reference to “Preferred Stock” shall be deemed to be or include such
Common Stock, as may be appropriate). The Company agrees that the shares of Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the
date on which the form of subscription shall have been delivered and payment made for such shares. Subject to the provisions of Section 2, certificates for the shares of Preferred Stock so purchased, together with any other securities or
property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised.
Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of
like tenor for the balance of the shares purchasable under this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Preferred Stock as may be
requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2. 

(b)            The Holder, in lieu of exercising this Warrant by the cash
payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the Expiration Date, to surrender this Warrant and receive that number of shares of Preferred Stock computed using the
following formula: 
 



 
  

									
	 Where:
	  	 	X	  	  	=	  	the number of shares of Preferred Stock to be issued to Holder.
				
		  	 	Y	  	  	=	  	the number of shares of Preferred Stock that Holder would otherwise have been entitled to purchase hereunder pursuant to Section 1(a) (or such lesser number of shares as the
Holder may designate in the case of a partial exercise of this Warrant).
				
		  	 	A	  	  	=	  	the Per Share Price (as defined in Section 1(c) below) of one (1) share of Preferred Stock at the time the net issuance election under this Section 1(b) is
made.
				
		  	 	B	  	  	=	  	the Stock Purchase Price then in effect.

 Election to exercise under this Section 1(b) may be made by delivering a signed form of subscription to the Company
via facsimile, to be followed by delivery of this Warrant. 

(c)            For purposes of Section 1(b), “Per Share
Price” means: 
 (i)            If this Warrant is
exercised on the date of Company’s initial public offering of Common Stock, and if Company’s registration statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the Per Share
Price shall be the product of (A) the initial “Price to Public” of the Common Stock specified in the final prospectus with respect to the offering, and (B) the number of shares of Common Stock into which each share of Preferred
Stock exercised is convertible at the date of calculation. 

(ii)            If this Warrant is exercised after, and not on the date of
Company’s initial public offering of Common Stock, and if Company’s Common Stock is traded on a securities exchange or quoted on The Nasdaq Global Market or actively traded over-the-counter: 

(1)            If Company’s Common Stock is traded on a securities
exchange or quoted on The Nasdaq Global Market, the Per Share Price shall be deemed to be the product of (A) the closing price of Company’s Common Stock as quoted on The Nasdaq Global Market or listed on any exchange, whichever is


  
 2 








 
applicable, as published in the Western Edition of The Wall Street Journal for the trading day immediately prior to the date of Holder’s election hereunder and, (B) the number of shares
of Common Stock into which each share of Preferred Stock exercised is convertible on such date. 

(2)            If Company’s Common Stock is actively traded
over-the-counter, the Per Share Price shall be deemed to be the product of (A) the closing bid or sales price, whichever is applicable, of Company’s Common Stock for the trading day immediately prior to the date of the Holder’s
election hereunder and (B) the number of shares of Common Stock into which each share of Preferred Stock exercised is convertible on such date. 
 (iii)            If neither (i) nor (ii) is applicable, the Per Share Price shall be determined in good faith by the Board of
Directors of Company based on relevant facts and circumstances at the time of the net exercise under Section 1(b), including in the case of a Change of Control (as defined in Section 4.3 hereof) the consideration receivable by the holders
of the Preferred Stock in such Change of Control and the liquidation preference (including any declared but unpaid dividends), if any, then applicable to the Preferred Stock. 
 2.            Limitation on Transfer. 
 (a)            This Warrant and the Preferred Stock shall not be transferable except upon the conditions specified in this Section 2, which
conditions are intended to insure compliance with the provisions of the Securities Act. Each holder of this Warrant or the Preferred Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock to agree to take and
hold such securities subject to the provisions and upon the conditions specified in this Section 2. Notwithstanding the foregoing and any other provision of this Section 2, Holder may freely transfer all or part of this Warrant or the
shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the shares, if any) at any time to any lender transferee of a portion of the loan commitment of Lender under the Loan Agreement of
even date herewith, by giving the Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this warrant to the Company for reissuance to the
transferees(s) (and Holder, if applicable). 
 (b)            Each
certificate representing (i) this Warrant, (ii) the Preferred Stock, (iii) shares of the Company’s Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect to the Preferred
Stock or Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless
such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws):

 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND
DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 
 (c)            The Holder of this Warrant and each person to whom this Warrant is subsequently transferred represents and warrants to the
Company (by acceptance of such transfer) that it will not transfer this Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in 

  
 3 








 
effect with respect to such securities at the time of issuance thereof) except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the
Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available.

 3.            Shares to be Fully Paid; Reservation of
Shares.  The Company covenants and agrees that all shares of Preferred Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and
nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. 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 Preferred Stock, or other securities and property, when and as required to provide for the exercise of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of Preferred
Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the Preferred Stock may be listed. The Company will not take any action which would
result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) (i) if the total number of shares of Preferred Stock issuable after such action upon exercise of all outstanding warrants, together with all shares of
Preferred Stock then outstanding and all shares of Preferred Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Preferred Stock then
authorized by the Company’s Certificate of Incorporation, (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of Preferred Stock together with all shares of Common Stock then
outstanding and then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized by the Company’s Certificate of
Incorporation or (iii) if the par value per share of the Preferred Stock would exceed the Stock Purchase Price. 

4.            Adjustment of Stock Purchase Price and Number of
Shares.  The Stock Purchase Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 4. Upon each
adjustment of the Stock Purchase Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the Stock Purchase Price resulting from such adjustment, the number of shares obtained by multiplying the Stock Purchase Price in effect
immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Stock Purchase Price resulting from such adjustment. 

4.1            Subdivision or Combination of Stock.  In
case the Company shall at any time subdivide its outstanding shares of Preferred Stock into a greater number of shares, the Stock Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in
case the outstanding shares of Preferred Stock of the Company shall be combined into a smaller number of shares, the Stock Purchase Price in effect immediately prior to such combination shall be proportionately increased. 

4.2            Dividends in Preferred Stock, Other Stock, Property,
Reclassification.  If at any time or from time to time the holders of Preferred Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to
receive, without payment therefor, 
 (a)            Preferred
Stock, or any shares of stock or other securities whether or not such securities are at any time directly or indirectly convertible into or exchangeable for Preferred Stock, or any rights or options to subscribe for, purchase or otherwise acquire
any of the foregoing by way of dividend or other distribution, or 

(b)            any cash paid or payable otherwise than as a cash dividend,
or 

  
 4 








 (c)             Preferred Stock
or other or additional stock or other securities or property (including cash) by way of spin off, split-up, reclassification, combination of shares or similar corporate rearrangement, (other than shares of Preferred Stock issued as a stock split,
adjustments in respect of which shall be covered by the terms of Section 4.1 above), 
 Then and in each such case, the Holder hereof
shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Preferred Stock receivable thereupon, and without payment of any additional consideration therefore, the amount of stock and other securities
and property (including cash in the cases referred to in clauses (b) and (c) above) which such Holder would hold on the date of such exercise had he been the holder of record of such Preferred Stock as of the date on which holders of
Preferred Stock received or became entitled to receive such shares and/or all other additional stock and other securities and property. 
 4.3             Reorganization, Reclassification, Consolidation, Merger or Sale. If any capital reorganization of the capital stock of
the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation (each, a “Change of Control”) shall be effected in such a way that
holders of Preferred Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Preferred Stock, then as a condition of such Change of Control, lawful and adequate provisions shall be made whereby the Holder
hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Preferred Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares of stock,
securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Preferred Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby. In any such case, appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions
for adjustments of the Stock Purchase Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be possible, in relation to any shares of stock, securities or
assets thereafter deliverable upon the exercise hereof. The Company will not effect any such Change of Control unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such Change of Control
shall assume by written instrument, executed and mailed or delivered to the registered Holder hereof at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities
or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. 
 Notwithstanding anything
to the contrary in the preceding paragraph, in the event of a (i) Change of Control or (ii) the consummation of a sale of securities pursuant to a registration statement filed by the Company under the Securities Act of 1933, as amended, in
connection with the first firm commitment underwritten offering of the Company’ securities to the general public (“IPO”) that occurs after the date this Warrant is issued, at the Company’s sole and absolute option, the
Company shall have the right, but not any obligation, to elect to cause this Warrant to be deemed automatically exercised, without any further action of Holder, upon not less than three (3) days prior written notice to the Holder, in accordance
with Section 1(b) at a Stock Purchase Price of $0.01 per share on and as of the date of closing of the Change of Control or IPO, as applicable. 
 4.4             Sale or Issuance Below Purchase Price. 
 (a)             The other antidilution rights applicable to the shares of Preferred Stock purchasable hereunder are set forth in the
Company’s Certificate of Incorporation, as amended through the date hereof (the “Charter”). Such antidilution rights shall not be restated, amended, modified or waived in any manner without the Holder’s prior written
consent if the effect of such restatement, amendment, modification or waiver on rights of the shares issuable hereunder would be more adverse to the Holder hereof than, and substantially dissimilar to, its effect on the shares held by other holders
of the same series of the Company’s Preferred Stock. The Company shall promptly provide the Holder hereof with any restatement, amendment, modification or waiver of the Charter promptly after the same has been made. 

  
 5 








 (b)             This subsection
shall apply in the event that, after the issuance of this Warrant but before it has been exercised in whole or in part, the Company consummates any non-public offering of equity securities of the Company at a price per share lower than the Stock
Purchase Price then in effect which triggers a provision of the Company’s Certificate of Incorporation that a holder of Preferred Stock who fails to purchase securities in such offering shall (i) lose the benefit of antidilution protection
applicable to such holder’s shares of Preferred Stock and/or (ii) have such shares of Preferred Stock automatically convert to shares of Common Stock or another class and series of the Company’s capital stock (any such offering being
a “Special Down Round”). After the consummation of a Special Down Round, this Warrant (to the extent it has not been previously exercised) shall automatically adjust to provide Holder with the same securities and/or rights that
Holder would have received in respect of the Preferred Stock had Holder participated to its full pro rata share in the Special Down Round as a holder of shares of the maximum number of shares of Preferred Stock issuable under this Warrant. By way of
example, if this Warrant provides for the purchase of Series B Preferred Stock, and Company consummates a Special Down Round for Series C Preferred Stock, in which those holders of Series B Preferred Stock who participate to their full pro rata
share in such Special Down Round become entitled to exchange their shares of Series B Preferred Stock for shares of Series B-1 Preferred Stock, and those holders of Series B Preferred Stock who do not participate will have their shares of Series B
Preferred Stock converted into Common Stock, then this Warrant would automatically adjust to provide the right to purchase Series B-1 Preferred Stock instead of Common Stock (but this Warrant would not entitle the Holder to receive any shares of
Series B-1 Preferred Stock unless the Holder exercises this Warrant). 

4.5             Notice of Adjustment. Upon any adjustment of the
Stock Purchase Price, and/or any increase or decrease in the number of shares purchasable upon the exercise of this Warrant the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the registered holder of
this Warrant at the address of such holder as shown on the books of the Company. The notice, which may be substantially in the form of Exhibit “A” attached hereto, shall be signed by the Company’s chief financial officer and shall
state the Stock Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based. 
 4.6            
Other Notices. If at any time: 
 (a)             the
Company shall declare any cash dividend upon its Preferred Stock; 

(b)             the Company shall declare any dividend upon its Preferred
Stock payable in stock or make any special dividend or other distribution to the holders of its Preferred Stock; 

(c)             the Company shall offer for subscription pro rata to the
holders of its Preferred Stock any additional shares of stock in connection with a Down Round or additional shares of stock of any class or other rights; 
 (d)             there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of
the Company with, or sale of all or substantially all of its assets to, another entity; 

(e)             there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company; or 
 (f)             the
Company shall take or propose to take any other action, notice of which is actually provided to holders of the Preferred Stock; 

  
 6 








 then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid,
addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (i) at least 20 days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for
such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action and (ii) in the
case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action, at least 20 days’ written notice of the date when the same shall take place. Any notice given in accordance
with the foregoing clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Preferred Stock shall be entitled thereto. Any notice given in accordance with the
foregoing clause (ii) shall also specify the date on which the holders of Preferred Stock shall be entitled to exchange their Preferred Stock for securities or other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, or other action as the case may be. 

4.7            Certain Events. If any change in the outstanding
Preferred Stock of the Company or any other event occurs as to which the other provisions of this Section 4 are not strictly applicable or if strictly applicable would not fairly effect the adjustments to this Warrant in accordance with the
essential intent and principles of such provisions, then the Board of Directors of the Company shall make in good faith an adjustment in the number and class of shares issuable under this Warrant, the Stock Purchase Price and/or the application of
such provisions, in accordance with such essential intent and principles, so as to protect such purchase rights as aforesaid. The adjustment shall be such as will give the Holder of this Warrant upon exercise for the same aggregate Stock Purchase
Price the total number, class and kind of shares as the Holder would have owned had this Warrant been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment. 

5.            Issue Tax. The issuance of certificates for shares of
Preferred Stock upon the exercise of this Warrant shall be made without charge to the Holder of this Warrant for any issue tax in respect thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of this Warrant being exercised. 
 6.            Closing of Books. The Company will at no time close its transfer books against the transfer of this Warrant or of any
shares of Preferred Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. 
 7.            No Voting or Dividend Rights; Limitation of Liability. Nothing contained in this Warrant shall be construed as conferring
upon the Holder hereof the right to vote or to consent as a stockholder in respect of meetings of stockholders for the election of directors of the Company or any other matters or any rights whatsoever as a stockholder of the Company. No dividends
or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised. No provisions hereof, in the
absence of affirmative action by the Holder to purchase shares of Preferred Stock, and no mere enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder for the Stock Purchase Price or as a
stockholder of the Company, whether such liability is asserted by the Company or by its creditors. 

8.            Amendment of Certificate of Incorporation. Unless the
holder of this Warrant consents thereto in writing, the Company shall not amend its Certificate of Incorporation prior to the exercise of this Warrant if the Preferred Stock would be adversely affected by such amendment. 

9.            Registration Rights. The Holder hereof shall be
entitled, with respect to the shares of Preferred Stock issued upon exercise hereof or the shares of Common Stock or other securities issued upon conversion of such Preferred Stock as the case may be, to all of the registration rights set forth in
the Amended and Restated Investors’ Rights Agreement dated as of December 1, 2006 (the “Rights Agreement”), to the same extent and on the same terms 

  
 7 








 
and conditions as possessed by the investors thereunder with the following exceptions and clarifications: (i) the Holder will have no demand registration rights; (ii) the Holder will be
subject to the same provisions regarding indemnification as contained in the Rights Agreement; and (iii) the registration rights are freely assignable by the Holder of this Warrant in connection with a permitted transfer of this Warrant or the
shares issuable upon exercise hereof. The Company shall take such action as may be reasonably necessary to assure that the granting of such registration rights to the Holder does not violate the provisions of the Rights Agreement or any of the
Company’s charter documents or rights of prior grantees of registration rights. 

10.            Rights and Obligations Survive Exercise of
Warrant.  The rights and obligations of the Company, of the Holder of this Warrant and of the holder of shares of Preferred Stock issued upon exercise of this Warrant, contained in Sections 6, 8 and 9 shall survive the exercise of this
Warrant. 
 11.            Modification and
Waiver.  This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought. 

12.            Notices.  Any notice, request or other
document required or permitted to be given or delivered to the Holder hereof or the Company shall be deemed to have been given (i) upon receipt if delivered personally or by courier (ii) upon confirmation of receipt if by telecopy or
(iii) three business days after deposit in the US mail, with postage prepaid and certified or registered, to each such Holder at its address as shown on the books of the Company or to the Company at the address indicated therefor in the first
paragraph of this Warrant. 
 13.            Binding Effect on
Successors.  This Warrant shall be binding upon any corporation succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company’s assets. All of the obligations of the Company relating to
the Preferred Stock issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant. All of the covenants and agreements of the Company shall inure to the benefit of the successors and assign of the holder
hereof. The Company will, at the time of the exercise of this Warrant, in whole or in part, upon request of the Holder hereof but at the Company’s expense, acknowledge in writing its continuing obligation to the Holder hereof in respect of any
rights (including, without limitation, any right to registration of the shares of Common Stock) to which the holder hereof shall continue to be entitled after such exercise in accordance with this Warrant; provided, that the failure of the holder
hereof to make any such request shall not affect the continuing obligation of the Company to the Holder hereof in respect of such rights. 
 14.            Descriptive Headings and Governing Law.  The descriptive headings of the several sections and paragraphs of this
Warrant are inserted for convenience only and do not constitute a part of this Warrant. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of California.

 15.            Lost Warrants or Stock
Certificates.  The Company represents and warrants to the Holder hereof that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of any Warrant or stock certificate and, in the
case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant or stock certificate, the Company at its expense
will make and deliver a new Warrant or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate. 

  
 8 








 16.            Fractional
Shares.  No fractional shares shall be issued upon exercise of this Warrant. The Company shall, in lieu of issuing any fractional share, pay the holder entitled to such fraction a sum in cash equal to such fraction multiplied by the
then effective Stock Purchase Price. 

17.            Representations of Holder.  With respect to
this Warrant, Holder represents and warrants to the Company as follows: 

17.1            Experience.  The Holder is an
“accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. It is experienced in evaluating and investing in companies engaged in businesses similar to that of the Company; it understands
that investment in this Warrant involves substantial risks; it has made detailed inquiries concerning the Company, its business and services, its officers and its personnel; the officers of the Company have made available to Holder any and all
written information it has requested; the officers of the Company have answered to Holder’s satisfaction all inquiries made by it; in making this investment it has relied upon information made available to it by the Company; and it has such
knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Company and it is able to bear the economic risk of that investment. 

17.2            Investment.  It is acquiring this Warrant
for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof. It understands that this Warrant, the shares of Preferred Stock issuable upon exercise thereof and the shares of Common Stock
issuable upon conversion of the Preferred Stock, have not been registered under the Securities Act, nor qualified under applicable state securities laws. 
 17.3            Rule 144.  It acknowledges that this Warrant, the Preferred Stock and the Common Stock must be held
indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. It has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act. 

17.4            Access to Data.  It has had an opportunity
to discuss the Company’s business, management and financial affairs with the Company’s management and has had the opportunity to inspect the Company’s facilities. 

18.            Additional Representations and Covenants of the
Company.  The Company hereby represents, warrants and agrees as follows: 

18.1            Corporate Power.  The Company has all
requisite corporate power and corporate authority to issue this Warrant and covenants to take all such corporate action as may, in the opinion of its counsel, be necessary to carry out and perform its obligations hereunder. 

18.2            Authorization.  All corporate action on the
part of the Company, its directors and stockholders necessary for the authorization, execution, delivery and performance by the Company of this Warrant has been taken. This Warrant is a valid and binding obligation of the Company, enforceable in
accordance with its terms. 

18.3            Offering.  Subject in part to the truth and
accuracy of Holder’s representations set forth in Section 17 hereof, the offer, issuance and sale of this Warrant is, and the issuance of Preferred Stock upon exercise of this Warrant and the issuance of Common Stock upon conversion of the
Preferred Stock will be exempt from the registration requirements of the Securities Act, and are exempt from the qualification requirements of any applicable state securities laws; and neither the Company nor anyone acting on its behalf will take
any action hereafter that would cause the loss of such exemptions. 

18.4            Stock Issuance.  Upon exercise of this
Warrant, the Company will use its best efforts to cause stock certificates representing the shares of Preferred Stock purchased pursuant to the exercise to be issued in 

  
 9 








 
the names of Holder, its nominees or assignees, as appropriate at the time of such exercise. Upon conversion of the shares of Preferred Stock into shares of Common Stock, the Company will issue
the Common Stock in the names of Holder, its nominees or assignees, as appropriate. 

18.5            Certificates and By-Laws.  The Company has
provided Holder with true and complete copies of the Company’s Certificate of Incorporation, By-Laws, and each Certificate of Designation or other charter document setting, forth any rights, preferences and privileges of Company’s capital
stock, each as amended and in effect on the date of issuance of this Warrant. 

18.6            Conversion of Preferred Stock.  As of the
date hereof, each share of the Series B Preferred Stock is convertible into one share of the Common Stock. 

18.7            Financial and Other Reports.  From time to
time up to the earlier of the Expiration Date or the complete exercise of this Warrant, the Company shall furnish to Holder (i) within 180 days after the close of each fiscal year of the Company an audited balance sheet and statement of changes
in financial position at and as of the end of such fiscal year, together with an audited statement of income for such fiscal year; and (ii) within 45 days after the close of each fiscal quarter of the Company, an unaudited balance sheet and
statement of cash flows at and as of the end of such quarter, together with an unaudited statement of income for such quarter. In addition, Company agrees to provide Holder at any time and from time to time with such information as Holder may
reasonably request for purposes of Holder’s compliance with regulatory, accounting and reporting requirements applicable to Holder. Notwithstanding the foregoing, (i) the Company shall not be required to furnish to Holder the financial
information described in this Section 18.7 in the event such financial information has been previously delivered to Lender pursuant to the Loan Agreement and (ii) the covenants of Company set forth in this Section 18.7 shall terminate
and be of no further force and effect upon consummation of an IPO. 

  
 10 









 IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its officers, thereunto duly
authorized this [            ] day of [            ]. 
 INVENSENSE, INC. 
  

			
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  









 FORM OF SUBSCRIPTION 
 (To be signed only upon exercise of Warrant) 

To:                        
                       
  

	 ̈	The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder,
(1) See Below                      (            ) shares (the
“Shares”) of Stock of              and herewith makes payment of              Dollars
($            ) therefor, and requests that the certificates for such shares be issued in the name of, and delivered to,
            , whose address is             . 


 

	 ̈	The undersigned hereby elects to convert              percent (    %) of
the value of the Warrant pursuant to the provisions of Section 1(b) of the Warrant. 

 The undersigned acknowledges that it
has reviewed the representations and warranties contained in Section 17 of this Warrant and by its signature below hereby makes such representations and warranties to the Company. 

 

					
	 Dated
	 	  

	 Holder:
	 	  

	 By:
	 	  

	 Its:
	 	  

		
	(Address)	 	
	
                        
                          
	 	
	
                        
                          
	 	

  

	(1)	Insert here the number of shares called for on the face of the Warrant (or, in the case of a partial exercise, the portion thereof as to which the Warrant is being
exercised), in either case without making any adjustment for additional Preferred Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of the Warrant, may be issuable upon exercise.









 ASSIGNMENT 
 FOR VALUE RECEIVED, the undersigned, the holder of the within Warrant, hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant, with respect to the number of
shares of Preferred Stock covered thereby set forth herein below, unto: 
  

					
	Name of Assignee	  	Address	  	No. of Shares

  

			
	 Dated
	 	 
		
	 Holder:
	 	 
		
	 By:
	 	 
		
	 Its:
	 	 








 EXHIBIT “A” 

[On letterhead of the Company] 
 Reference is hereby made to that certain Warrant dated [            ], issued INVENSENSE, INC, a Delaware corporation (the
“Company”), to [            ], a Delaware limited liability company (the “Holder”). 
 [IF APPLICABLE] The Warrant provides that the actual number of shares of the Company’s capital stock issuable upon exercise of the Warrant and the initial exercise price per share are to be
determined by reference to one or more events or conditions subsequent to the issuance of the Warrant. Such events or conditions have now occurred or lapsed, and the Company wishes to confirm the actual number of shares issuable and the initial
exercise price. The provisions of this Supplement to Warrant are incorporated into the Warrant by this reference, and shall control the interpretation and exercise of the Warrant. 

[IF APPLICABLE] Notice is hereby given pursuant to Section 4.5 of the Warrant that the following adjustment(s) have been made to the
Warrant: [describe adjustments, setting forth details regarding method of calculation and facts upon which calculation is based]. 
 This certifies that the Holder is entitled to purchase from the Company
                    (            ) fully paid and nonassessable shares of
the Company’s              Stock at a price of              Dollars
($            ) per share (the “Stock Purchase Price”). The Stock Purchase Price and the number of shares purchasable under the Warrant remain subject to adjustment as
provided in Section 4 of the Warrant. 
 Executed this      day of
                    , 20    . 
  

			
	INVENSENSE, INC.
		
	 By:
	 	
                        
                              

		
	 Name:
	 	
                        
                              

		
	 Title: