**Exhibit 10.104**THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVEREGISTRATION THEREOF OR IN ACCORDANCE WITH APPLICABLE LAW.
WARRANT TO PURCHASE STOCK     Corporation: XRG, INC.  Number of Shares: 63,820   Class of Stock: Common  Initial Exercise Price: $2.35   Issue Date: March 21, 2005  Expiration Date: March 21, 2010  
THIS WARRANT CERTIFIES THAT, in consideration of the payment of $1.00 and for other good andvaluable consideration, GREA TER BAY BANK, N .A. or registered assignee (“Holder”) is entitled topurchase the number of fully paid and nonassessable shares (the “Shares”) of Common Stock of XRG,Inc. (the “Company”), in the number, at the price, and for the term specified above.
ARTICLE 1. EXERCISE
     1.1 Method of Exercise. Holder may exercise this Warrant by delivering this Warrantand a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to theprincipal office of the Company. Unless Holder is exercising the conversion right set forth inSection 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price forthe Shares being purchased.
     1.2 Conversion Right. In lieu of exercising this Warrant as specified in Section 1.1,Holder may from time to time convert this Warrant, in whole or in part, into a number of Sharesdetermined by dividing (a) the aggregate fair market value of the Shares or other securitiesotherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Sharesby (b) the fair market value of one Share. The fair market value of the Shares shall be determinedpursuant to Section 1.3.
     1.3 Fair Market Value. If the Shares are traded regularly in a public market, thefair market value of the Shares shall be the closing price of the Shares (or the closing price ofthe Company’s stock into which the Shares are convertible) reported for the business dayimmediately before Holder delivers its Notice of Exercise to the Company. If the Shares are notregularly traded in a public market, the Board of Directors of the Company shall determine fairmarket value in its reasonable good faith judgment. The foregoing notwithstanding, if Holderadvises the Board of Directors in writing that Holder disagrees with such determination, then theCompany and Holder shall promptly agree upon a reputable investment banking firm to undertake suchvaluation. If the valuation of such investment banking firm is greater than that determined by theBoard of Directors, then all fees and expenses of such investment banking firm shall be paid by theCompany. In all other circumstances, such fees and expenses shall be paid by Holder.
     1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises orconverts this Warrant, the Company shall deliver to Holder certificates for the Shares acquiredand, if this Warrant has not been fully exercised or converted and has not expired, a new Warrantrepresenting the Shares not so acquired.
     1.5 Replacement of Warrants. On receipt of evidence reasonably satisfactory to theCompany 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 andamount to the Company or, in the case of mutilation, or surrender and cancellation of this Warrant,the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant oflike tenor.
 

 

ARTICLE 2. ADJUSTMENTS TO THE SHARES.
     2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on itscommon stock payable in common stock, or other securities, subdivides the outstanding common stockinto a greater amount of common stock, then upon exercise of this Warrant, for each Share acquired,Holder shall receive, without cost to Holder, the total number and kind of securities to whichHolder would have been entitled had Holder owned the Shares of record as of the date the dividendor subdivision occurred.
     2.2 Reclassification, Exchange or Substitution. Upon any reclassification, exchange,substitution, or other event that results in a change of the number and/or class of the securitiesissuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, uponexercise or conversion of this Warrant, the number and kind of securities and property that Holderwould have received for the Shares if this Warrant had been exercised immediately before suchreclassification, exchange, substitution, or other event. Such an event shall include anyautomatic conversion of the outstanding or issuable securities of the Company of the same class orseries as the Shares to common stock pursuant to the terms of the Company’s Certificate ofIncorporation upon the closing of a registered public offering of the Company’s common stock. Uponthe closing of any sale, license, or other disposition of all or substantially all of the assets(including intellectual property) of the Company, or any reorganization, consolidation, or mergerof the Company where the holders of the Company’s securities before the transaction beneficiallyown less than 50% of the outstanding voting securities of the surviving entity after thetransaction, the successor entity shall assume the obligations of this Warrant, and this Warrantthereafter shall be exercisable for the same securities, cash, and property as would be payable forthe Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares wereoutstanding on the record date for the Acquisition and subsequent closing. The Warrant Price shallbe adjusted accordingly. The Company or its successor shall promptly issue to Holder a new Warrantfor such new securities or other property. The new Warrant shall provide for adjustments whichshall be as nearly equivalent as may be practicable to the adjustments provided for in this Article2 including, without limitation, adjustments to the Warrant Price and to the number of securitiesor property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shallsimilarly apply to successive reclassifications, exchanges, substitutions, or other events.
     2.3 Adjustments for Combinations, Etc. If the outstanding Shares are combined orconsolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Priceshall be proportionately increased.
     2.4 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, theCompany at its expense shall promptly compute such adjustment, and furnish Holder with acertificate of its Chief Financial Officer setting forth such adjustment and the facts upon whichsuch adjustment is based. The Company shall, upon written request, furnish Holder a certificatesetting forth the Warrant Price in effect upon the date thereof and the series of adjustmentsleading to such Warrant Price.
ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.
     3.1 Representations and Warranties. The Company hereby represents and warrants to theHolder as follows:
          (a) The initial Warrant Price referenced on the first page of this Warrant is not greater thanthe fair market value of the Shares as of the date of this Warrant.
          (b) All Shares that may be issued upon the exercise of the purchase right represented by thisWarrant, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable,and free of any liens and encumbrances except for restrictions on transfer provided for herein orunder applicable federal and state securities laws.
          (c) The capitalization table attached hereto correctly sets forth the authorized, issued andoutstanding shares of capital stock of the Company and all options to acquire any such shares.
     3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare anydividend or distribution upon its common stock, whether in cash, property, stock, or othersecurities and whether or not a regular cash dividend; (b) to offer for subscription pro rata tothe holders of any class or series of its stock any additional shares
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of stock of any class or series or other rights; (c) to effect any reclassification orrecapitalization of common stock; (d) to merge or consolidate with or into any other corporation,or sell, lease, license, or convey all or substantially all of its assets, or to liquidate,dissolve or wind up; or ( e) offer holders of registration rights the opportunity to participate inan underwritten public offering of the company’s securities for cash, then, in connection with eachsuch event, the Company shall give Holder (1) at least 20 days prior written notice of the date onwhich a record will be taken for such dividend, distribution, or subscription rights (andspecifying the date on which the holders of common stock will be entitled thereto) or fordetermining rights to vote, if any, in respect of the matters referred to in (a) and (b) above; (2)in the case of the matters referred to in (c) and (d) above at least 20 days prior written noticeof the date when the same will take place (and specifying the date on which the holders of commonstock will be entitled to exchange their common stock for securities or other property deliverableupon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, thesame notice as is given to the holders of such registration rights.
     3.3 Information Rights. So long as the Holder holds this Warrant and/or any of theShares, the Company shall deliver to the Holder (a) within ninety (90) days after the end of eachfiscal year of the Company, the annual audited financial statements of the Company certified byindependent public accountants of recognized standing and (b) within forty-five (45) days after theend of each of the first three quarters of each fiscal year, the Company’s quarterly, unauditedfinancial statements, provided Company need not provide such information for any period in whichCompany has filed Form 10Q with the Securities and Exchange Commission.
ARTICLE 4. MISCELLANEOUS.
     4.1 Term. This Warrant is exercisable, in whole or in part, at any time and from timeto time on or before the Expiration Date set forth above.
     4.2 Legends. This Warrant and the Shares (and the securities issuable, directly orindirectly, upon conversion of the Shares, if any) shall be imprinted with a legend insubstantially the following form:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUTAN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR IN ACCORDANCE WITHAPPLICABLE LAW.
     4.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuableupon exercise this Warrant (and the securities issuable, directly or indirectly, upon conversion ofthe Shares, if any) may not be transferred or assigned in whole or in part without compliance withapplicable federal and state securities laws by the transferor and the transferee.
     4.4 Transfer Procedure. Subject to the provisions of Section 4.3, Holder may transferall or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securitiesissuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Companynotice of the portion of the Warrant being transferred setting forth the name, address and taxpayeridentification number of the transferee and surrendering this Warrant to the Company for reissuanceto the transferee(s) (and Holder, if applicable), provided that no such notice shall be requiredfor a transfer to an affiliate of Holder.
     4.5 Notices. All notices and other communications from the Company to the Holder, or viceversa, shall be deemed delivered and effective when given personally or mailed by first-classregistered or certified mail, postage prepaid, at such address as may have been furnished to theCompany or the Holder, as the case may be, in writing by the Company or such Holder from time totime.
     4.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged orterminated only by an instrument in writing signed by the party against which enforcement of suchchange, waiver, discharge or termination is sought.
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     4.7 Attorneys’ Fees. In the event of any dispute between the parties concerning theterms and provisions of this Warrant, the party prevailing in such dispute shall be entitled tocollect from the other party all costs incurred in such dispute, including reasonable attorneys’fees.
     4.8 Governing Law. This Warrant shall be governed by and construed in accordance withthe laws of the State of Delaware, without giving effect to its principles regarding conflicts oflaw.                 XRG, INC.                     By:                    Print Name:                        Title:               
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**APPENDIX 1**
**NOTICE OF EXERCISE**
     1. The undersigned hereby elects to purchase ___shares of the Common Stock of XRG, Inc.pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase priceof such shares in full.
     2. The undersigned hereby elects to convert the attached Warrant into Shares in the mannerspecified in the Warrant. This conversion is exercised with respect to of the Shares covered by theWarrant.
     [Strike paragraph that does not apply.]
     3. Please issue a certificate or certificates representing said shares in the name of theundersigned or in such other name as is specified below:       Greater Bay Bank, N.A              Or Registered Assignee  
     4. The undersigned represents it is acquiring the shares solely for its own account and not asa nominee for any other party and not with a view toward the resale or distribution thereof exceptin compliance with applicable securities laws.   GREATER BAY BANK, N.A. or Registered  Assignee        (Signature)      (Date)  
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