EX-4.1






Exhibit 4.1



THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH
IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM
SUCH REGISTRATION.



WARRANT TO PURCHASE STOCK




	 	 	 
	Company: TransEnterix, Inc., a Delaware corporation

	 	

	Number of Shares: [3.50% of the Term Loan funded/Warrant Price], subject to adjustment as provided herein

	Type/Series of Stock: Common Stock

	 	

	Warrant Price: [average price per share for the 10 days prior to the Issue Date]

	Issue Date: September   , 2014

Expiration Date: September   , 2021

	 	

See also Section 5.1(b).







	 	 	Credit Facility: This Warrant to Purchase Stock (“Warrant”) is issued in connection with
that certain Amended and Restated Loan and Security Agreement dated September   , 2014 among
Oxford Finance LLC, Silicon Valley Bank and the Company (as amended and/or modified and in
effect from time to time, the “Loan Agreement”).





THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [SILICON VALLEY BANK]
[OXFORD FINANCE LLC] ([“Oxford” and,] together with any successor or permitted assignee or
transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is
entitled to purchase up to such number of fully paid and non-assessable shares (the
“Shares”) of the above-stated Type/Series of Stock (the “Class”) of the above-named
company (the “Company”), at the above-stated Warrant Price, all as set forth above and as
adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and
conditions set forth in this Warrant.



SECTION 1. EXERCISE.




1.1 Method of Exercise. Holder may at any time and from time to time exercise this
Warrant, in whole or in part, by delivering to the Company the original of this Warrant together
with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1
and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section
1.2, a check, wire transfer of same-day funds (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 Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the
aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in
accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the
value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon,
the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are
computed using the following formula:



	 	 	 	 	 
	 	 	X = Y(A-B)/A
	where:

	 	

	 	

	
 
	 	X =
	 	the number of Shares to be issued to the Holder;







	 	 	 	Y = the number of Shares with respect to which this
Warrant is being exercised (inclusive of the Shares surrendered to the
Company in payment of the aggregate Warrant Price);





	 	 	 
	A =

B =

	 	the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and

the Warrant Price.






1.3 Fair Market Value. If the Company’s common stock is then traded or quoted on a
nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market
(a “Trading Market”) and the Class is common stock, the fair market value of a Share shall
be the closing price or last sale price of a share of common stock reported for the Business Day
immediately before the date on which Holder delivers this Warrant together with its Notice of
Exercise to the Company. If the Company’s common stock is not traded in a Trading Market, the
Board of Directors of the Company shall determine the fair market value of a Share in its
reasonable good faith judgment.



1.4 Delivery of Certificate and New Warrant. Within a reasonable time after Holder
exercises this Warrant in the manner set forth in Section 1.1 or 1.2 above, the Company shall
deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if
this Warrant has not been fully exercised and has not expired, a new warrant of like tenor
representing the Shares not so acquired.



1.5 Replacement of Warrant. 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,
substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to
the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to
Holder, in lieu of this Warrant, a new warrant of like tenor and amount.



1.6 Treatment of Warrant Upon Acquisition of Company.



(a) Acquisition. For the purpose of this Warrant, “Acquisition” means any
transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or
other disposition of all or substantially all of the assets of the Company (ii) any merger or
consolidation of the Company into or with another person or entity (other than a merger or
consolidation effected exclusively to change the Company’s domicile), or any other corporate
reorganization, in which the stockholders of the Company in their capacity as such immediately
prior to such merger, consolidation or reorganization, own less than a majority of the Company’s
(or the surviving or successor entity’s) outstanding voting power immediately after such merger,
consolidation or reorganization (or, if such Company stockholders beneficially own a majority of
the outstanding voting power of the surviving or successor entity as of immediately after such
merger, consolidation or reorganization, such surviving or successor entity is not the Company); or
(iii) any sale or other transfer by the stockholders of the Company of shares representing at least
a majority of the Company’s then-total outstanding combined voting power. “Acquisition”
shall not include any transaction the primary purpose of which is a bona fide equity financing of
the Company.



(b) Treatment of Warrant at Acquisition. In the event of an Acquisition in which the
consideration to be received by the Company’s stockholders consists solely of cash, solely of
Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public
Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2
and such exercise will be deemed effective immediately prior to and contingent upon the
consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant
will expire immediately prior to the consummation of such Acquisition.



(c) The Company shall provide Holder with written notice of its request relating to the
Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require
regarding the treatment of this Warrant in connection with such contemplated Cash/Public
Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7)
Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the
Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition,
the fair market value of one Share (or other security issuable upon the exercise hereof) as
determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect
on such date, then this Warrant shall automatically be deemed on and as of such date to be
exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it
shall not previously have been exercised, and the Company shall promptly notify the Holder of the
number of Shares (or such other securities) issued upon such exercise to the Holder and Holder
shall be deemed to have restated each of the representations and warranties in Section 4 of the
Warrant as the date thereof.



(d) Upon the closing of any Acquisition other than a Cash/Public Acquisition as defined above,
the surviving or successor entity shall assume this Warrant and the obligations of the Company
hereunder, and this Warrant shall, from and after such closing, be exercisable for the same class,
number and kind of securities, cash and other property as would have been paid for or in respect of
the Shares issuable (as of immediately prior to such closing) upon exercise in full hereof as if
such Shares had been issued and outstanding on and as of such closing, at an aggregate Warrant
Price equal to the aggregate Warrant Price in effect as of immediately prior to such closing; and
subject to further adjustment thereafter from time to time in accordance with the provisions of
this Warrant.



(e) As used in this Warrant, “Marketable Securities” means securities meeting all of
the following requirements: (i) the issuer thereof is then subject to the reporting requirements of
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and is then current in its filing of all required reports and other information under
the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer
that would be received by Holder in connection with the Acquisition were Holder to exercise this
Warrant on or prior to the closing thereof is then traded in Trading Market, and (iii) Holder would
be able to publicly re-sell, within six (6) months and one day following the closing of such
Acquisition, all of the issuer’s shares and/or other securities that would be received by Holder in
such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such
Acquisition.



SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.




2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend or
distribution on the outstanding shares of the Class payable in common stock or other securities or
property (other than cash), then upon exercise of this Warrant, for each Share acquired, Holder
shall receive, without additional cost to Holder, the total number and kind of securities and
property which Holder would have received had Holder owned the Shares of record as of the date the
dividend or distribution occurred. If the Company subdivides the outstanding shares of the Class
by reclassification or otherwise into a greater number of shares, the number of Shares purchasable
hereunder shall be proportionately increased and the Warrant Price shall be proportionately
decreased. If the outstanding shares of the Class 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 event whereby
all of the outstanding shares of the Class are reclassified, exchanged, combined, substituted, or
replaced for, into, with or by Company securities of a different class and/or series, then from and
after the consummation of such event, this Warrant will be exercisable for the number, class and
series of Company securities that Holder would have received had the Shares been outstanding on and
as of the consummation of such event, and subject to further adjustment thereafter from time to
time in accordance with the provisions of this Warrant. The provisions of this Section 2.2 shall
similarly apply to successive reclassifications, exchanges, combinations substitutions,
replacements or other similar events.



2.3 No Fractional Share. No fractional Share shall be issuable upon exercise of this
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 of the Warrant, the Company shall eliminate
such fractional Share interest by paying Holder in cash the amount computed by multiplying the
fractional interest by (i) the fair market value (as determined in accordance with Section 1.3
above) of a full Share, less (ii) the then-effective Warrant Price.



2.4 Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant Price,
Class and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in
writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or
number of Shares and facts upon which such adjustment is based. The Company shall, upon written
request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including
computations of such adjustment and the Warrant Price, Class and number of Shares in effect upon
the date of such adjustment.



SECTION 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.




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



(a) The initial Warrant Price first set forth above is not greater than the price per share at
which shares of the Class were last sold and issued prior to the Issue Date hereof in an
arms-length transaction in which at least Five Hundred Thousand Dollars ($500,000.00) of such
shares were sold.



(b) All Shares which may be issued upon the exercise of this Warrant, and all securities, if
any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly
issued, fully paid and non-assessable, and free of any liens and encumbrances except for
restrictions on transfer provided for herein or under applicable federal and state securities laws.
The Company covenants that it shall at all times cause to be reserved and kept available out of
its authorized and unissued capital stock such number of shares of the Class, common stock and
other securities as will be sufficient to permit the exercise in full of this Warrant and the
conversion of the Shares into common stock or such other securities.



3.2 Notice of Certain Events. If the Company proposes at any time to:



(a) declare any dividend or distribution upon the outstanding shares of the Class or common
stock, whether in cash, property, stock, or other securities and whether or not a regular cash
dividend;



(b) offer for subscription or sale pro rata to the holders of the outstanding shares of the
Class any additional shares of any class or series of the Company’s stock (other than pursuant to
contractual pre-emptive rights);



(c) effect any reclassification, exchange, combination, substitution, reorganization or
recapitalization of the outstanding shares of the Class; or



(d) effect an Acquisition or to liquidate, dissolve or wind up.



then, in connection with each such event, the Company shall give Holder:




(1) in the case of the matters referred to in (a) and (b) above, at least seven
(7) Business Days prior written notice of the earlier to occur of the effective date
thereof or 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 outstanding
            shares of the Class will be entitled thereto) or for determining rights to vote, if
any; and




(2) in the case of the matters referred to in (c) and (d) above at least seven
(7) Business Days prior written notice of the date when the same will take place (and
specifying the date on which the holders of outstanding shares of the Class will be
entitled to exchange their shares for the securities or other property deliverable
upon the occurrence of such event).



Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to
Section 1.2 hereof if the Company does not give written notice to Holder of a Cash/Public
Acquisition as required by the terms hereof. Company will also provide information requested by
Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or
reporting requirements.



SECTION 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 Holder are being acquired for investment for 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 it has not been formed for the specific purpose of acquiring
this Warrant or the Shares.



4.2 Disclosure of Information. Holder is aware of the Company’s business affairs and
financial condition and 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. 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 Holder or to which Holder has access.



4.3 Investment Experience. Holder understands that the purchase of this Warrant and
its underlying securities involves substantial risk. Holder has experience as an investor in
securities of companies in the development stage and acknowledges that 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 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 Holder to be aware of the
character, business acumen and financial circumstances of such persons.



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



4.5 The Act. Holder understands that this Warrant and the Shares issuable upon
exercise 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. Holder understands that this Warrant and the Shares issued
upon any exercise hereof must be held indefinitely unless subsequently registered under the Act and
qualified under applicable state securities laws, or unless exemption from such registration and
qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated
under the Act.



4.6 No Rights as a Stockholder. Without limiting any provision of this Warrant,
Holder agrees that it will not have any rights as a stockholder of the Company until the exercise
of this Warrant.



	 	 	 	 	 	 	 
	SECTION 5.	 	MISCELLANEOUS.
	 	 	 	5.1	 	 	Term; Automatic Cashless Exercise Upon Expiration.

	 	 	 	 	 	 	 







(a) Term. Subject to the provisions of Section 1.6 above, this Warrant is exercisable
in whole or in part at any time and from time to time on or before 6:00 PM, Eastern time, on the
Expiration Date and shall be void thereafter.



(b) Automatic Cashless Exercise 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 Warrant Price in
effect on such date, then this Warrant shall automatically be deemed on and as of such date to be
exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it
shall not previously have been exercised, and the Company shall, within a reasonable time, deliver
a certificate representing the Shares (or such other securities) issued upon such exercise to
Holder.



5.2 Legends. Each certificate evidencing Shares (and each certificate evidencing
securities issued upon conversion of any Shares, if any) shall be imprinted with a legend in
substantially the following form:



THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO
PURCHASE STOCK ISSUED BY THE ISSUER TO [OXFORD FINANCE LLC][SILICON VALLEY
BANK] DATED SEPTEMBER      , 2014, MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR,
IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH
REGISTRATION.



THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF
UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF
THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH
IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES,
A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH
LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.



5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issued
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 except in 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 [for SVB: SVB Financial Group
(Silicon Valley Bank’s parent company) or any other][for Oxford: an] affiliate of Holder, provided
that any such transferee is an “accredited investor” as defined in Regulation D promulgated under
the Act. Additionally, the Company shall also not require an opinion of counsel if there is no
material question as to the availability of Rule 144 promulgated under the Act.



5.4 [for SVB: Transfer Procedure. After receipt by Silicon Valley Bank of the
executed Warrant, Silicon Valley Bank will transfer all of this Warrant to its parent company, SVB
Financial Group. By its acceptance of this Warrant, SVB Financial Group hereby makes to the
Company each of the representations and warranties set forth in Section 4 hereof and agrees to be
bound by all of the terms and conditions of this Warrant as if the original Holder hereof. Subject
to the provisions of Section 5.3 and upon providing the Company with written notice, SVB Financial
Group and any subsequent Holder may transfer all or part of this Warrant or the Shares issued upon
exercise of this Warrant (or the securities issued upon conversion of the Shares, if any) to any
transferee, provided, however, in connection with any such transfer, SVB Financial Group or any
subsequent Holder will give the Company notice of the portion of the Warrant and/or Shares (and/or
securities issued upon conversion of the Shares, if any) 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); and provided further, that
any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to
be bound by all of the terms and conditions of this Warrant.] [for Oxford: Transfer
Procedure. After receipt by Oxford of the executed Warrant, Oxford may transfer all or part of
this Warrant to one or more of Oxford’s affiliates (each, an “Oxford Affiliate”), by execution of
an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3
and upon providing the Company with written notice, Oxford, any such Oxford Affiliate 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 other transferee, provided, however, in connection with any such transfer, the Oxford
Affiliate(s) 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).]



5.5 Notices. All notices and other communications hereunder from the Company to the
Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on
the third (3rd) Business Day after being mailed by first-class registered or certified mail,
postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such
receipt is confirmed in writing by the recipient, or (iv) on the first Business Day following
delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address
as may have been furnished to the Company or Holder, as the case may be, in writing by the Company
or such Holder from time to time in accordance with the provisions of this Section 5.5. All
notices to Holder shall be addressed as follows until the Company receives notice of a change of
address in connection with a transfer or otherwise:




[SVB Financial Group


Attn: Treasury Department


3003 Tasman Drive, HA 200


Santa Clara, CA 95054


Telephone: 408-654-7400


Facsimile: 408-496-2405


Email: warradmi@svb.com]




[Oxford Finance LLC


133 N. Fairfax Street


Alexandria, VA 22314


Attn: Legal Department


Telephone: (703) 519-4900


Facsimile. (703) 519-5225


Email: legaldepartment@oxfordfinance.com]



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




TransEnterix, Inc.


Attn: Vice President, Finance


635 Davis Drive, Suite 300


Morrisville, NC 27560


Telephone: (919) 765-8433


Facsimile: (919) 765-8459


Email. jjamiolkowski@transenterix.com




With a copy (which shall not constitute notice) to:




Ballard Spahr LLP


Attn: Mary Mullany


1735 Market Street, 51st Floor


Philadelphia, PA 19103-7599


Telephone: (215) 864-8631


Facsimile: (215) 864-8999


Email: mullany@ballardspahr.com



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



5.7 Attorneys’ 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 attorneys’
fees.



5.8 Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in
counterparts, all of which together shall constitute one and the same agreement. Any signature
page delivered electronically or by facsimile shall be binding to the same extent as an original
signature page with regards to any agreement subject to the terms hereof or any amendment thereto.



5.9 Governing Law. This Warrant shall be governed by and construed in accordance with
(i) to the extent applicable, the Delaware General Corporation Law, and (ii) otherwise, the
internal domestic laws of the State of New York, without giving effect to its principles regarding
conflicts of law.



5.10 Headings. The headings in this Warrant are for purposes of reference only and
shall not limit or otherwise affect the meaning of any provision of this Warrant.



5.11 Business Days. “Business Day” is any day that is not a Saturday, Sunday
or a day on which Oxford is closed.



[Remainder of page left blank intentionally]

[Signature page follows]





1






IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by
their duly authorized representatives effective as of the Issue Date written above.



“COMPANY”



TRANSENTERIX, INC.



By:



Name:



(Print)



Title:



“HOLDER”



[SILICON VALLEY BANK] [OXFORD FINANCE LLC]



By:



Name:



(Print)



Title:



[Signature Page to Warrant to Purchase Stock]APPENDIX 1




NOTICE OF EXERCISE




1. The undersigned Holder hereby exercises its right to purchase        shares of the Common
Stock of TRANSENTERIX, INC. (the “Company”) in accordance with the attached Warrant To
Purchase Stock, and tenders payment of the aggregate Warrant Price for such shares as follows:



	 	 	 
	[ ]

[ ]

[ ]

[ ]
	 	check in the amount of $      payable to order of the Company enclosed herewith

Wire transfer of immediately available funds to the Company’s account

Cashless Exercise pursuant to Section 1.2 of the Warrant

Other [Describe]      







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




Holder’s Name




(Address)



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




HOLDER:




By:

Name:

Title:





(Date):



[insert Appendix 2 for Oxford Warrants:

APPENDIX 2

FORM OF ASSIGNMENT




For value received, Oxford Finance LLC hereby sells, assigns and transfers unto




Name: [OXFORD TRANSFEREE]




	 	 	 	Address:






	 	 	 	Tax ID:





that certain Warrant to Purchase Stock issued by [BORROWER] (the “Company”), on [ISSUE DATE] (the
“Warrant”) together with all rights, title and interest therein.




OXFORD FINANCE LLC




By:

Name:

Title:




Date:



By its execution below, and for the benefit of the Company, [OXFORD TRANSFEREE] hereby makes each
of the representations and warranties set forth in Article 4 of the Warrant as of the date hereof
and agrees to be bound by all provisions of the Warrant as the Holder thereof.




[OXFORD TRANSFEREE]



	 	 	 
	By:

	 	

	 

	 	

	Name:

	 	

	Title:

	 	]
	 

	 	 







2