EXHIBIT 10.22



 



Exhibit 10.22



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: 19,247




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 earlier 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 designated by the Company),
or other form of payment acceptable to the Company for the
aggregate Warrant Price for the Shares being purchased.


     
1.2     Conversion Right. In
lieu 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
judgment.


     
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
reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of loss,
theft or destruction, on delivery of an indemnity agreement
reasonably satisfactory in form 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 venturers or partners, as applicable.



ARTICLE 2.  ADJUSTMENTS
TO THE SHARES.

2








 




     
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 proportionally
increased and the Warrant Price shall be proportionally
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.


3









 



          
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.







 




     
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 any
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 enables 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



5









 







	 	 
	 	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 AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION
OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE 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: 	Stacy
Palermini
	1001 E. Meadow Circle






6








 




			
	 	      	
    Palo Alto, CA 94303
    
	 	      	
    Telephone: (650) 687-3980
    





    
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 by 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: /s/ CAROL A. CHRISTOPHER
    
	 	
    

	 	
    Name: Carol A. Christopher
    
	 	
    

	 	

         (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: 9/19/03
    





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):
	 	
     




3






 




APPENDIX 2




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
	 
	 	 	
    Tax ID: 91-1962278





that certain Warrant to Purchase Stock issued by Alexza
Molecular Delivery Corporation, a Delaware corporation (the
“Company”), on the Effective Date (the
“Warrant”) together with all rights, title and
interest therein.






			
	 	
    SILICON VALLEY BANK
	 
	 	
    By:	 
	 	 	
     

	 
	 	
    Name:	 
	 	 	
     

	 
	 	Title:	 
	 	 	
     





Date: [insert Issue Date]



 






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 of the
date hereof.






			
	 	
    SILICON VALLEY BANCSHARES
	 
	 	
    By:	 
	 	 	
     

	 
	 	
    Name:	 
	 	 	
     

	 
	 	Title:	 
	 	 	
     




2