Exhibit
4.4


 


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 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.


 


RESTATED
WARRANT TO PURCHASE STOCK


 


(As restated on March 28, 2007)


 


Company:
IKARIA HOLDINGS, INC., a Delaware corporation


Number
of Shares: 60,000 Shares


Class of
Stock: Series A Convertible Preferred Stock of Ikaria Holdings, Inc.


Warrant
Price: $1.00 per share


Issue
Date: January 31, 2006


Reissue
Date: Date: March 28, 2007


Expiration
Date: January 31, 2016


 


THIS WARRANT CERTIFIES THAT,
for the agreed upon value of $1.00 and for other good and valuable
consideration, SVB FINANCIAL GROUP (“Holder”) is entitled to purchase the
number of fully paid and nonassessable shares of the class of securities (the “Shares”)
of Ikaria Holdings, Inc.  (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.  This
Warrant (the “Old Warrant”) was originally issued to Silicon Valley Bank by
Ikaria, Inc.  (“Oldco”) in
connection with the Loan and Security Agreement dated as of the Issue Date
between Silicon Valley Bank and the Company (the “Loan Agreement”).


 


This Restated Warrant to
Purchase Stock was issued on the Reissue Date pursuant to Section 1.6.2(D) of
the Old Warrant in connection with the closing of the merger contemplated by
that certain Agreement and Plan of Merger dated as of the Reissue Date by and
among the Company, Oldco and Ikaria Merger Sub Inc.  The Company and Holder agree that this
Restated Warrant shall supersede and cancel the Old Warrant in all respects.


 


A.            Number of
Shares; Class; Warrant Price


 


This Warrant shall be
exercisable for 60,000 shares of Series A Convertible Preferred Stock of
the Company, as adjusted pursuant to Article 2 of 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 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 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 on 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 written request of
the Company, Holder agrees that, in the event of an Acquisition of the Company by
a publicly traded acquirer if the acquirer in the
Acquisition does not agree to assume this Warrant at and as of the closing
thereof, and if, on the record date for the Acquisition, the fair market value
of the Shares (or other securities issuable upon exercise of this Warrant) is
equal to or greater than three (3) times the Warrant Price, Company may
require the Warrant to be deemed automatically exercised and the Holder shall
participate in the Acquisition as a holder of the Shares (or other securities
issuable upon exercise of the Warrant) on the same terms as other holders of
the same class of securities of the Company.


 


D)            Upon the closing of any Acquisition other than those
particularly described in subsections (A), (B) and (C) 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.


 


2.1           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 Certificate 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 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 Certificate of
Incorporation relating to the above in effect as of the Reissue Date for the
series and class of stock which the Shares consist may not be amended, modified
or waived, without the prior written consent of Holder, unless such amendment,
modification or waiver affects each share of such series or class of stock in
the same manner.


 

















 


2.4           No Impairment.  The Company shall not, by amendment of its Certificate
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.  The foregoing
notwithstanding, the Company shall not have been deemed to have impaired Holder’s
rights hereunder if it amends its Certificate, or the holders of the Company’s
preferred stock waive rights thereunder, in a manner that does not affect the
Shares differently from the effect that such amendments or waivers have
generally on the rights, preferences, privileges or restrictions of the other
shares of the same series of stock.


 


2.5           Fractional Shares.  No fractional Shares shall be issuable upon
exercise or conversion 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 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 and covenants to the Holder as of the Issue Date as
follows:


 


(a)           The initial Warrant Price
referenced on the first page of this Warrant is not greater than the price
per share at which the Series A Convertible Preferred Stock of Oldco were
last issued in an arms-length transaction in which at least $500,000 of the Series A
Convertible Preferred Stock of Oldco were sold.


 


(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 any shares of the Company’s capital stock (or other securities convertible
into such capital stock), other than


 

















 


(i) pursuant to the Company’s stock option or
other compensatory plans, (ii) in connection with commercial credit
arrangements or equipment financings, or (iii) in connection with
strategic transactions for purposes other than capital raising; (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 (a) and (b) 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.  Holder agrees, as Holder and not in any other
capacity, to use good faith efforts to expedite granting a waiver of any notice
periods applicable to any of the foregoing events, so long as the Holder has at
least 10 days to determine whether or not to exercise this Warrant in
connection with such event.


 


3.3           Registration Under
Securities Act of 1933, as amended.  Concurrently with the exercise of this
Warrant, the Holder shall become a party to the Company’s Investor Stockholders
Agreement dated as of March 28, 2007 (the “Investor Stockholders Agreement”)
pursuant to a joinder agreement.


 


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


 


3.5           Information.  In addition
to the notices or other information Company is to deliver pursuant to the terms
of this Warrant, Company agrees to provide in a timely manner any information
reasonably requested by Holder to enable Holder and its affiliates to comply
with their accounting and legal reporting requirements.


 


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 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 SECURITIES ACT OF 1933, AS AMENDED (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 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 Holder’s parent company or any other affiliate of
Holder.  Additionally, the Company agrees
that an opinion of counsel will not be required if each of the Company and its
transfer agent (if applicable) agree, based on its good faith business judgment
assessment of compliance of the proposed disposition with the applicable
provisions of Rule 144 or Rule 144A, that 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.  Subject to the provisions of Article 5.3
and upon providing Company with written notice, SVB Financial Group and any
subsequent Holder may transfer all or part of this Warrant (by execution of an
Assignment substantially in the form of Appendix 2) 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, SVB Financial Group 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 on the first business day after transmission by facsimile
with receipt confirmation or 48 hours after being mailed by first-class
registered or certified mail or by a nationally recognized delivery service,
postage prepaid, at such address as may have been furnished to the Company or
the Holder, as the case may 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:


 


SVB Financial Group 

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:


 


Ikaria Holdings, Inc.  

Attn: Chief Executive Officer 

c/o INO Therapeutics LLC 

6 Route 173 

Clinton, New Jersey 08809


 


and


 


Fried, Frank, Harris,
Shriver &  Jacobson LLP 

One New York Plaza 

New York, NY 10004 

Attn: Aviva Diamant, Esq.  

Fax: (2I2) 859-4000


 


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 Warrant 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 Delaware, without giving
effect to its principles regarding conflicts of law.


 


[The remainder of this page is left blank intentionally]


 














 


	
  “COMPANY”

  	
   

  
	
   

  	
   

  
	
  IKARIA HOLDINGS, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Matthew Holt

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Matthew Holt

  	
   

  
	
   

  	
  (Print)

  	
   

  
	
  Title:

  	
  Chief Executive Officer,
  Chairman of the Board, President or Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
  “HOLDER”

  	
   

  
	
   

  	
   

  	
   

  
	
  SVB Financial Group

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Norman Cutler

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Norman Cutler

  	
   

  
	
   

  	
  (Print)

  	
   

  
	
  Title:

  	
  Derivatives Manager

  	
   

  



 

















 


APPENDIX
1


 


NOTICE
OF EXERCISE


 


1.             Holder elects to purchase
                            
shares of the Common/Series        Preferred
[strike one] Stock of
                                                              
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):

  	
   

  



 

















 


APPENDIX
2


 


ASSIGNMENT


 


For value received, SVB
Financial Group hereby sells, assigns and transfers unto


 


	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Tax ID:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


that certain Restated Warrant to Purchase Stock issued
by Ikaria Holdings, Inc. (the “Company”), originally on January 31,
2006 and reissued on March 28, 2007 (the ‘Warrant”) together with all
rights, title and interest therein.


 


	
   

  	
  SVB
  FINANCIAL GROUP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
					



 


 


By its execution below,
and for the benefit of the Company,
                                                
makes each of the representations and warranties set forth in Article 4 of
the Warrant and agrees to all other provisions of the Warrant as of the date
hereof.


 


	
   

  	
   

  
	
   

  	
  (Print
  legal name of assignee)

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title: