EXHIBIT 10.23



 



Exhibit 10.23




THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN
    REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY
    APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, PLEDGED,
    OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
    THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 AND AN
    EXEMPTION UNDER APPLICABLE STATE LAW OR AN OPINION OF COUNSEL
    REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT
    SUCH REGISTRATION IS NOT REQUIRED.



WARRANT TO PURCHASE STOCK




Company: Alexza Molecular Delivery Corporation, a Delaware
corporation



Number of Shares: 14,232




Class of Stock: Series C Preferred




Warrant Price: $1.55871 per share




Issue Date: Is the Warrant Effective Date, which is the date in
which the Holder executes this Warrant




Expiration Date: The later of either (a) the 10th
anniversary after the Issue Date or (b) 7 years after
the date of the Company’s initial public offering.



     
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00
and for other good and valuable consideration, SILICON VALLEY
BANK (“Holder”) is entitled to purchase the number of
fully paid and nonassessable shares of the class of securities
(the “Shares”) of the company (the
“Company”) at the Warrant Price all as set forth above
and as adjusted pursuant to Article 2 of this Warrant,
subject to the provisions and upon the terms and conditions set
forth in this Warrant.



ARTICLE 1. EXERCISE.


     
1.1 Method of Exercise. Holder may exercise this
Warrant by delivering a duly executed Notice of Exercise in
substantially the form attached as Appendix 1 to the
principal office of the Company. Unless Holder is exercising the
conversion right set forth in Article 1.2, Holder shall
also deliver to the Company a check, wire transfer (to an
account designed by the Company), or other form of payment
acceptable to the Company for the aggregate Warrant Price for
the Shares being purchased.



     
1.2 Conversion Right. In lieu of exercising this
Warrant as specified in Article 1.1, Holder may from time
to time convert this Warrant, in whole or in part, into a number
of Shares determined by dividing (a) the aggregate fair
market value of the Shares or other securities otherwise
issuable upon exercise of this Warrant minus the aggregate
Warrant Price of such Shares by (b) the fair market value
of one Share. The fair market value of the Shares shall be
determined pursuant to Article 1.3.



     
1.3 Fair Market Value. If the Company’s common
stock is traded in a public market and the shares are common
stock, the fair market value of each Share shall be the closing
price of a Share reported for the business day immediately
before Holder delivers its Notice of Exercise to the Company (or
in the instance where the Warrant is exercised immediately prior
to the effectiveness of the Company’s initial public
offering, the “price to public” per share price
specified in the final prospectus relating to such offering). If
the Company’s common stock is traded in a public market and
the Shares are preferred stock, the fair market value of a Share
shall be the closing price of a share of the Company’s
common stock reported for the business day immediately before
Holder delivers its Notice of Exercise to the Company (or, in the
instance where the Warrant is exercised immediately prior to the
effectiveness of the Company’s initial public offering, the
initial “price to public” per share price specified in
the final prospectus relating to such offering), in both cases,
multiplied by the number of shares of the Company’s common
stock into which a Share is convertible. If the Company’s
common stock is not traded in a public market, the Board of
Directors of the Company shall determine fair market value in
its reasonable good faith judgement.








 


     
1.4     Delivery of Certificate and
New Warrant. Promptly after Holder exercises or converts
this Warrant and, if applicable, the Company receives payment
of the aggregate Warrant Price, the Company shall deliver to
Holder certificates for the Shares acquired and, if this Warrant
has not been fully exercised or converted and has not expired, a
new Warrant representing the Shares not so acquired.



     
1.5     Replacement of Warrants.
On receipt of evidence reasonable satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant and,
in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonable satisfactory in form and amount
to the Company or, in the case of mutilation, or surrender and
cancellation of this Warrant, the Company shall execute and
deliver, in lieu of this Warrant, a new warrant of like tenor.



     
1.6     Treatment of Warrant Upon
Acquisition of Company.






		
	 	     
    1.6.1     “Acquisition”.
    For the purpose of this Warrant, “Acquisition” means
    any sale, license, or other disposition of all or substantially
    all of the assets of the Company, or any reorganization,
    consolidation, or merger of the Company where the holders of the
    Company’s securities before the transaction beneficially
    own less than 50% of the outstanding voting securities of the
    surviving entity after the transaction.
	 
	 	     
    1.6.2     Treatment of Warrant at
    Acquisition.




A)     Upon the written request of the
Company, Holder agrees that, in the event of an Acquisition
that is not an asset sale and in which the sole consideration is
cash, either (a) Holder shall exercise its conversion or
purchase right under this Warrant and such exercise will be
deemed effective immediately prior to the consummation of such
Acquisition or (b) if Holder elects not to exercise the
Warrant, this Warrant will expire upon the consummation of such
Acquisition. The Company shall provide the Holder with written
notice of its request relating to the foregoing (together with
such reasonable information as the Holder may request in
connection with such contemplated Acquisition giving rise to
such notice), which is to be delivered to Holder not less than
ten (10) days prior to the closing of the proposed
Acquisition.




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




C)     Upon the closing of any
Acquisition other than those particularly described in
subsections (A) and (B) above, the successor entity
shall assume the obligations of this Warrant, and this Warrant
shall be exercisable for the same securities, cash, and property
as would be payable for the Shares issuable upon exercise of the
unexercised portion of this Warrant as if such Shares were
outstanding on the record date for the Acquisition and
subsequent closing. The Warrant Price and/or number of Shares
shall be adjusted accordingly.




As used herein “Affiliate” shall mean any
person or entity that owns or controls directly or indirectly
ten (10) percent or more of the stock of Company, any
person or entity that controls or is controlled by or is under
common control with such persons or entities, and each of such
person’s or entity’s officers, directors, joint
ventures or partners, as applicable.




ARTICLE 2.     ADJUSTMENTS TO
THE SHARES.



 






 




     
2.1 Stock Dividends, Splits, Etc. If the Company
declares or pays a dividend on the Shares payable in common
stock, or other securities, then upon exercise of this Warrant,
for each Share acquired, Holder shall receive, without cost to
Holder, the total number and kind of securities to which Holder
would have been entitled had Holder owned the Shares of record
as of the date the dividend occurred. If the Company subdivides
the Shares by reclassification or otherwise into a greater
number of shares or takes any other action which increase the
amount of stock into which the Shares are convertible, the
number of shares purchasable hereunder shall be proportionately
increased and the Warrant Price shall be proportionately
decreased. If the outstanding shares are combined or
consolidated, by reclassification or otherwise, into a lesser
number of shares, the Warrant Price shall be proportionately
increased and the number of Shares shall be proportionately
decreased.


     
2.2 Reclassification, Exchange, Combinations or
Substitution. Upon any reclassification, exchange,
substitution, or other event that results in a change of the
number and/or class of the securities issuable upon exercise or
conversion of this Warrant, Holder shall be entitled to receive,
upon exercise or conversion of this Warrant, the number and kind
of securities and property that Holder would have received for
the Shares if this Warrant had been exercised immediately before
such reclassification, exchange, substitution or other event.
Such an event shall include any automatic conversion of the
outstanding or issuable securities of the Company of the same
class or series as the Shares to common stock pursuant to the
terms of the Company’s Articles or Certificate (as
applicable) of Incorporation upon the closing of a registered
public offering of the Company’s common stock. The Company
or its successor shall promptly issue to Holder an amendment to
this Warrant setting forth the number and kind of such new
securities or other property issuable upon exercise or
conversion of this Warrant as a result of such reclassification,
exchange, substitution or other event that results in a change
of the number and/or class of securities issuable upon exercise
or conversion of this Warrant. The amendment to this Warrant
shall provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article 2 including, without
limitation, adjustments to the Warrant Price and to the number
of securities or property issuable upon exercise of the new
Warrant. The provisions of this Article 2.2 shall similarly
apply to successive reclassifications, exchanges, substitutions,
or other events.


     
2.3 Adjustments for Diluting Issuances. The Warrant
Price and the number of Shares issuable upon exercise of this
Warrant or, if the Shares are Preferred Stock, the number of
shares of common stock issuable upon conversion of the Shares,
shall be subject to adjustment, from time to time in the manner
set forth in the Company’s Articles or Certificate of
Incorporation as if the Shares were issued and outstanding on
and as of the date of any such required adjustment. The
provisions set forth for the Shares in the Company’s
Articles or Certificate (as applicable) of Incorporation
relating to the above in effect as of the Issue Date may not be
amended, modified or waived, without the prior written consent of
Holder unless such amendment, modification or waiver affects the
rights associated with the Shares in the same manner as such
amendment, modification or waiver affects the rights associated
with all other shares of the same series and class as the Shares
granted to the Holder.


     
2.4 No Impairment. The Company shall not, by
amendment of its Articles or Certificate (as applicable) of
Incorporation or through a reorganization, transfer of assets,
consolidation, merger, dissolution, issue, or sale of securities
or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or
performed under this Warrant by the Company, but shall at all
times in good faith assist in carrying out of all the provisions
of this Article 2 and in taking all such action as may be
necessary or appropriate to protect Holder’s rights under
this Article against impairment.


     
2.5 Fractional Shares. No fractional Shares shall be
issuable upon exercise or conversion of the Warrant and the
number of Shares to be issued shall be rounded down to the
nearest whole Share. If a fractional share interest arises upon
any exercise or conversion of the Warrant, the Company shall
eliminate such fractional share interest by paying Holder the
amount computed by multiplying the fractional interest by the
fair market value of a full Share.









 





     
2.6   Certificate as to Adjustments. Upon each adjustment
of the Warrant Price, the Company shall promptly notify Holder in
writing, and, at the Company’s expense, promptly compute such
adjustment, and furnish Holder with a certificate of its Chief
Financial Officer setting forth such adjustment and the facts upon
which such adjustment is based. The Company shall, upon written
request, furnish Holder a certificate setting forth the Warrant Price
in effect upon the date thereof and the series of adjustments leading
to such Warrant Price.




ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.




     
3.1   Representations and Warranties. The Company
represents and warrants to the Holder as follows:



          
(a)   The initial Warrant Price referenced on the first page of
this Warrant is not greater than (i) the price per share at
which the Shares were last issued in an arms-length transaction in
which at least $500,000 of the Shares were sold and (ii) the
fair market value of the Shares as of the date of this Warrant.



          
(b)   All Shares which may be issued upon the exercise of the
purchase right represented by this Warrant, and all securities, if
any, issuable upon conversion of the Shares, shall, upon issuance, be
duly authorized, validly issued, fully paid and nonassessable, and
free of any liens and encumbrances except for restrictions on
transfer provided for herein or under applicable federal and state
securities laws.



          
(c)   The Capitalization Table previously provided to Holder
remains true and complete as of the Issue Date.



     
3.2   Notice of Certain Events. If the Company proposes
at any time (a) to declare any dividend or distribution upon any
of its stock, whether in cash, property, stock, or other securities
and whether or not a regular cash dividend; (b) to offer for
sale additional shares of any class of stock in a private equity
round of financing (which shall not include issuances of stock
options, warrants or convertible debt instruments); (c) to
effect any reclassification or recapitalization of any of its stock;
(d) to merge or consolidate with or into any other corporation,
or sell, lease, license, or convey all or substantially all of its
assets, or to liquidate, dissolve or wind up; or (e) offer
holders of registration rights the opportunity to participate in an
underwritten public offering of the company’s securities for
cash, then, in connection with each such event, the Company shall
give Holder: (1) at least 10 days prior written notice of
the date on which a record will be taken for such dividend,
distribution, or subscription rights (and specifying the date on
which the holders of common stock will be entitled thereto) or for
determining rights to vote, if any, in respect of the matters
referred to in (c) and (d) above; (2) in the case of the matters
referred to in (c) and (d) above at least 10 days prior written
notice of the date when the same will take place (and specifying the
date on which the holders of common stock will be entitled to
exchange their common stock for securities or other property
deliverable upon the occurrence of such event); and (3) in
the case of the matter referred to in (e) above, the same notice as
is given to the holders of such registration rights.



     
3.3   Registration Under Securities Act of 1933, as
amended. The Company agrees that the Shares or, if the Shares are
convertible into common stock of the Company, such common stock,
shall have certain incidental, or “Piggyback,” registration
rights pursuant to and as set forth in the Company’s Investor
Rights Agreement or similar agreement. The provisions set forth in
the Company’s Investors’ Right Agreement or similar
agreement relating to the above in effect as of the Issue Date may
not be amended, modified or waived without the prior written consent
of Holder unless such amendment, modification or waiver affects the
rights associated with the Shares in the same manner as such
amendment, modification, or waiver affects the rights associated with
all other shares of the same series and class as the Shares granted
to the Holder.




5








 





3.4  No
Shareholder Rights.  Except as provided in this
Warrant, the Holder will not have any rights as a shareholder of the
Company until the exercise of this Warrant.



ARTICLE 4.  REPRESENTATIONS.
WARRANTIES OF THE HOLDER.  The Holder represents and
warrants to the Company as follows:



4.1  Purchase
for Own Account.  This Warrant and the securities to be
acquired upon exercise of this Warrant by the Holder will be acquired
for investment for the Holder’s account, not as a nominee or
agent, and not with a view to the public resale or distribution
within the meaning of the Act. Holder also represents that the Holder
has not been formed for the specific purpose of acquiring this
Warrant or the Shares.



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



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



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



4.5  The
Act.  The Holder understands that this Warrant and the
Shares issuable upon exercise or conversion hereof have not been
registered under the Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona
fide nature of the Holder’s investment intent as expressed
herein. The Holder understands that this Warrant and the Shares
issued upon any exercise or conversion hereof must be held
indefinitely unless subsequently registered under the 1933 Act and qualified under applicable state
securities laws, or unless exemption from such registration and
qualification are otherwise available.



ARTICLE 5.  MISCELLANEOUS.



5.1  Term:  This
Warrant is exercisable in whole or in part at any time and from time
to time on or before the Expiration Date.



5.2  Legends.  This
Warrant and the Shares (and the securities issuable, directly or
indirectly, upon conversion of the Shares, if any) shall be imprinted
with a legend in substantially the following form:




THIS
WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED
UNDER THE ACT, OR THE SECURITIES LAWS OF ANY STATE AND EXCEPT AND
PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND
UNTIL REGISTERED UNDER SAID ACT APPLICABLE STATE SECURITIES LAW OR,
IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE




6









 





     ISSUER OF THESE SECURITIES, SUCH
    OFFER, SALE OR TRANSFER,
PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.


     5.3 Compliance with Securities Laws on
    Transfer. This Warrant and the Shares issuable upon
    exercise of this Warrant (and the securities issuable, directly
    or indirectly, upon conversion of the Shares, if any) may not be
    transferred or assigned in whole or in part without compliance
    with applicable federal and state securities laws by the
    transferor and the transferee (including, without limitation,
    the delivery of investment representation letters and legal
    opinions reasonably satisfactory to the Company, as reasonably
    requested by the Company). The Company shall not require Holder
    to provide an opinion of counsel if the transfer is to Silicon
    Valley Bancshares (Holder’s parent company) or any other
    affiliate of Holder. Additionally, the Company shall also not
    require an opinion of counsel if there is no material question
    as to the availability of current information as referenced in
    Rule 144(c), Holder represents that it has complied with Rule
    144(d) and (e) in reasonable detail, the selling broker
    represents that it has complied with Rule 144(f), and the
    Company is provided with a copy of Holder’s notice of
    proposed sale.


    
5.4 Transfer Procedure. Upon receipt by Holder
of the executed Warrant, Holder will transfer all of this
Warrant to Silicon Valley Bancshares, Holder’s parent
company, by execution of an Assignment substantially in the form
of Appendix 2. Subject to the provisions of Article 5.3 and upon
providing Company with written notice, Silicon Valley Bancshares
and any subsequent Holder may transfer all or part of this
Warrant or the Shares issuable upon exercise of this Warrant (or
the Shares issuable directly or indirectly, upon conversion of
the Shares, if any) to any transferee, provided, however, in
connection with any such transfer, Silicon Valley Bancshares or
any subsequent Holder will give the Company notice of the
portion of the Warrant being transferred with the name, address
and taxpayer identification number of the transferee and Holder
will surrender this Warrant to the Company for reissuance to the
transferee(s) (and Holder if applicable). The Company may refuse
to transfer this Warrant or the Shares to any person who
directly competes with the Company, unless, in either case, the
stock of the Company is publicly traded.



    
5.5 Notices. All notices and other
communications from the Company to the Holder, or vice
versa, shall be deemed delivered and effective when given
personally or mailed by first-class registered or certified
mail, postage prepaid, at such address as may have been
furnished to the Company or the Holder, as the case may (or on
the first business day after transmission by facsimile) be, in
writing by the Company or such holder from time to time.
Effective upon receipt of the fully executed Warrant and the
initial transfer described in Article 5.4 above, all notices to
the Holder shall be addressed as follows until the Company
receives notice of a change of address in connection with a
transfer or otherwise:






		
	 	
    Silicon Valley Bancshares
	 	
    Attn: Treasury Department
	 	
    3003 Tasman Drive, HA 200
	 	
    Santa Clara, CA 95054
	 	
    Telephone: 408-654-7400
	 	
    Facsimile: 408-496-2405



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






		
	 	
    Alexza Molecular Deliver Corporation
	 
	 	

Attn: ________________________________

	 	
    1001 E. Meadow Circle
	 	
    Palo Alto, CA 94303
	 	

Telephone: _______________________________
     

    








 



     
5.6 Waiver. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument
in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought.



     
5.7 Attorney’s Fees. In the event of any
dispute between the parties concerning the terms and provisions
of this Warrant, the party prevailing in such dispute shall be
entitled to collect from the other party all costs incurred in
such dispute, including reasonable attorney’s fees.



     
5.8 Automatic Conversion upon Expiration. In the
event that, upon the Expiration Date, the fair market value of
one Share (or other security issuable upon the exercise hereof)
as determined in accordance with Section 1.3 above is
greater than the Exercise Price in effect on such date, then
this Warrant shall automatically be deemed on and as of such
date to be converted pursuant to Section 1.2 above as to
all Shares (or such other securities) for which it shall not
previously have been exercised or converted, and the Company
shall promptly deliver a certificate representing the Shares (or
such other securities) issued upon such conversion to the Holder.



     
5.9 Counterparts. This Warrant may be executed in
counterparts, all of which together shall constitute one and the
same agreement.



     
5.10 Governing Law. This Warrant shall be governed
by and construed in accordance with the laws of the State of
California, without giving effect to its principles regarding
conflicts of law.


		
	 	
    “COMPANY”
    
	 	
    Alexza Molecular Delivery Corporation,
    
	 	
    a Delaware Corporation
    
	 
	 	
    By: /s/ Thomas B. King
    
	 	
    

	 	
    Name: Thomas B. King
    
	 	
    

	 	
                 (Print)
    



			
	 	Title: 	
    Chairman of the
Board, President
    



		
	 	
    or Vice
President

    
	 
	 	
    By:
    
	 	
    

	 	
    Name:
    
	 	
    

	 	
                 (Print)
    



			
	 	Title: 	
    Chief Financial Officer, Secretary,
    



		
	 	
    Assistant Treasurer
or Assistant Secretary

    
	 
	 	
    “HOLDER”
    
	 	
    Silicon Valley Bank
    
	 
	 	
    By: /s/ Mercy Forde
    
	 	
    

	 	
    Name: Mercy Forde
    
	 	
    




			
	 	Title: 	
    Vice President
    



		
	 	
    Warrant Effective
Date:                                                 
    




7







 




APPENDIX 1




NOTICE OF EXERCISE









     
1. Holder elects to purchase                      shares of
 the Common/Series            Preferred [strike one] Stock of xx pursuant to the terms of the attached Warrant, and tenders payment of the purchase price of the shares in full.



          
[or]



     
1. Holder elects to convert the attached Warrant into
Shares/cash [strike one] in the manner specified in the
Warrant. This conversion is exercised for
                    
of the Shares covered by the Warrant.



     
[Strike paragraph that does not apply.]



     
2. Please issue a certificate or certificates representing
the shares in the name specified below.




 





               
               
               
               
               Holders Name




 





 





               
               
               
               
               (Address)



     
3. By its execution below and for the benefit of the
Company, Holder hereby restates each of the representations and
warranties in Article 4 of the Warrant as the date hereof.






		
	 	
    HOLDER:
	 
	 	
     

	 
	 	
    By:
	 	

 

	 
	 	
    Name:
	 	

 

	 
	 	
    Title:
	 	

 

	 
	 	
    (Date):
	 	

 









 




ASSIGNMENT




For value received, Silicon Valley Bank hereby sells, assigns
and transfers unto:



		
	 	
    Name: Silicon Valley Bancshares
	 	
    Address: 3003 Tasman Drive (HA-200)
	 	
    Santa Clara, CA 95054
	 
	 	
    TaxID: 91-1962278





that certain Warrant to Purchase Stock issued by
Alexza Molecular Delivery Corporation (the “Company”),
on April 9, 2004 (the “Warrant”)
together with all rights, title and interest therein.



		
	 	
    SILICON VALLEY BANK





			
	 	By: 	
    /s/ Mercy Forde



			
	 	 	
    




			
	 	Name: 	
    Mercy Forde



			
	 	 	
    




			
	 	Title: 	
    Vice President



			
	 	 	
    






Date:April 9, 2004



By its execution below, and for the benefit of the Company,
Silicon Valley Bancshares makes each of the representations and
warranties set forth in Article 4 of the Warrant as the
date hereof.



		
	 	
    SILICON VALLEY BANCSHARES





			
	 	By: 	
    /s/ Paulette Mehas



			
	 	 	
    




			
	 	Name: 	
    Paulette Mehas



			
	 	 	
    




			
	 	Title: 	
    Treasurer



			
	 	 	
    





7