alpinesvbwarranttopurcha






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  COMPANY,  SUCH  OFFER,  SALE,  PLEDGE  OR  OTHER  TRANSFER IS EXEMPT FROM SUCH REGISTRATION.                    WARRANT TO PURCHASE COMMON STOCK   Company:          ALPINE IMMUNE SCIENCES, INC., a Delaware corporation Number of Shares: That number of Shares  which  Holder  is  entitled to  purchase pursuant  to                    Section 1.7. Warrant Price:    $ 4.32 per share  Issue Date:    August 26, 2019  Expiration Date:    August 26, 2029       See also Section 5.1(b).  Credit Facility:  This Warrant to Purchase Common Stock (as the same may from time to                    time be amended, modified, supplemented or restated, the “Warrant”) is                    issued  in  connection  with  that  certain  Amended  and  Restated  Loan  and                    Security Agreement dated August 26, 2019 between Silicon Valley Bank                    and  the  Company  (as  the  same  may  from  time  to  time  be  amended,                    modified, supplemented or restated, the “Loan Agreement”).         THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON  VALLEY BANK (together with any successor or permitted assignee or transferee of this Warrant  or of any Shares (defined below) issued upon exercise hereof, “Holder”) is entitled to purchase up  to the above-stated Number of Shares of fully paid and non-assessable shares of common stock,  par  value  $0.001  per  share  (the  “Common  Stock”)  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.  Reference is made to Section 5.4 of this Warrant whereby Silicon Valley Bank shall  transfer this Warrant to its parent company, SVB Financial Group.  Capitalized terms used but not  defined in this Warrant shall have the meanings given to them in the Loan Agreement.                               SECTION 1.  EXERCISE.         1.1   Method of Exercise.  Holder may at any time and from time to time on or before  6:00 PM,  Pacific  time,  on  the  Expiration  Date,  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    39277790   





 






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 =   the Fair Market Value (as determined pursuant to Section 1.3 below) of one                    Share; and               B =   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”), 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 (which  certificate may be in the form of an electronic certificate or book entry, to the extent used by the  Company at the time of 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                                         2  39277790  





 






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 (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.               (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”), and the fair market value of one Share as determined in accordance  with Section 1.3 above would be greater than the Warrant Price in effect on such date immediately  prior  to  such  Cash/Public  Acquisition,  and  Holder  has  not  exercised  this  Warrant  pursuant  to  Section 1.1 above as to all Shares, then this Warrant shall automatically be deemed to be Cashless  Exercised  pursuant  to  Section 1.2  above  as  to  all  Shares  effective  immediately  prior  to  and  contingent  upon  the  consummation  of  a  Cash/Public  Acquisition.   In  connection  with  such  Cashless  Exercise,  Holder  shall  be  deemed  to  have  restated  each  of  the  representations  and  warranties in Section 4 of the Warrant as of the date thereof and the Company shall promptly notify  the Holder of the number of Shares (or such other securities) issued upon exercise.  In the event of  a Cash/Public Acquisition where the fair market value of one Share as determined in accordance  with Section 1.3 above would be less than the Warrant Price in effect immediately prior to such  Cash/Public Acquisition, then this Warrant will expire immediately prior to the consummation of  such Cash/Public Acquisition.               (c)   Upon the closing of any Acquisition other than a Cash/Public Acquisition,  the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this  Warrant shall thereafter be exercisable for the same securities and/or other property as would have  been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if  such Shares  were  outstanding on  and  as  of the  closing  of  such  Acquisition,  subject  to  further  adjustment from time to time in accordance with the provisions of this Warrant.               (d)   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) following  the closing of such Acquisition, Holder would not be restricted from publicly re-selling 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, except to the  extent  that any  such  restriction (x) arises solely  under  federal or state  securities  laws,  rules  or  regulations, and (y) does not extend beyond six (6) months from the closing of such Acquisition.         1.7   Number of Shares.  This Warrant shall be exercisable for the Initial Shares, plus the  Additional Shares, if any (collectively, and as may be adjusted from time to time in accordance  with the provisions hereof, the “Shares”).                                           3  39277790  





 






            (a)   Initial  Shares.  As  used  herein,  “Initial  Shares”  means  17,361  shares  of  Common Stock, subject to adjustment from time to time in accordance with the provisions of this  Warrant.                (b)   Additional Shares. Upon the making (if any) of the Tranche Two Term Loan  Advance and the Tranche Three Term Loan Advance to the Company, this Warrant automatically  shall become exercisable for such number of additional shares of Common Stock as shall equal (i) (A) 0.0150, multiplied by (B) the amount of such Tranche Two Term Loan Advance or Tranche  Three Term Loan Advance, as applicable, divided by (ii) the Warrant Price and rounded down to  the nearest whole share. All shares of Common Stock (if any) for which this Warrant shall become  exercisable from time to time pursuant to this Section 1.7(b) and as may be adjusted from time to  time thereafter in accordance with the provisions of this Warrant are referred to herein collectively  and cumulatively as the “Additional Shares.”  For the avoidance of doubt, the maximum number  of  Shares  issuable  pursuant  to  this  Warrant  shall  not  exceed  52,083,  assuming  all  Term  Loan  Advances are drawn by the Company in full, representing an aggregate original principal amount  of $15,000,000.          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 Common Stock payable in 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 Common Stock 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  Common  Stock  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 Common Stock 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   Intentionally Omitted.         2.4   Intentionally Omitted.         2.5   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.                                          4  39277790  





 






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.         2.6   Notice/Certificate as to Adjustments.  Upon each adjustment of the Warrant Price,  Common Stock 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)   All Shares which may be issued upon the exercise of this Warrant 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 Common Stock as will be sufficient to permit the exercise in full of this Warrant.         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  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 Common Stock 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 Common Stock; or               (d)   effect an Acquisition or to liquidate, dissolve or wind up;    then, in connection with each such event, the Company shall give Holder notice thereof at the same  time and in the same manner as the Company notifies the holders of the outstanding shares of  Common Stock; provided, that at all times, if any, when the Company shall not be subject to the  reporting requirements of Section 13 or Section 15(d) of the Exchange Act, then the Company  shall give Holder written notice thereof as follows:                       (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                                         5  39277790  





 






      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 Common        Stock 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 Common Stock will        be entitled to exchange their shares for the securities or other property deliverable upon the        occurrence  of  such  event  and  such  reasonable  information  as  Holder  may  reasonably        require regarding the treatment of this Warrant in connection with such event giving rise        to the notice).   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, and agrees with, the Company as follows:         4.1   Purchase for Own Account.  Except for the one-time transfer from Silicon Valley  Bank  to  its  parent  holding  company  SVB  Financial  Group  described  in  the  first  sentence  of  Section 5.4 below, this Warrant and the Shares 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.                                         6  39277790  





 






      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 Stockholder Rights.  Without limiting any term or provision of this Warrant,  Holder agrees that it will not have any rights as a stockholder of the Company (including, without  limitation, voting rights) until the exercise of this Warrant and then only with respect to the Shares  issued on such exercise.                           SECTION 5.  MISCELLANEOUS.         5.1   Term and 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, Pacific  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 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 for  which it shall not previously have been exercised, and the Company shall, within a reasonable  time,  deliver  a certificate representing the Shares  issued upon  such exercise  to Holder  (which  certificate may be in the form of an electronic certificate or book entry, to the extent used by the  Company at the time of such exercise).           5.2   Legends.   Each  certificate  or  book  entry  position  evidencing  Shares  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  COMMON              STOCK  ISSUED  BY  THE  ISSUER  TO  SILICON  VALLEY              BANK DATED AUGUST 26, 2019, 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.                                         7  39277790  





 






      5.3   Compliance  with  Securities  Laws  on  Transfer.   This  Warrant  and  the  Shares  issuable upon exercise of this Warrant 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 SVB Financial Group  (Silicon Valley Bank’s parent company) or any other affiliate of Holder, provided that any such  transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.         5.4   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 issuable upon exercise  of this Warrant 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 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.         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, HC 215                    Santa Clara, California 95054                    Telephone:  (408) 654-7400                    Facsimile:  (408) 988-8317                    Email address:  derivatives@svb.com                                          8  39277790  





 






      Notice to the Company  shall be addressed as  follows until Holder receives notice of  a  change in address:                     If before January 1, 2020, to:                     Alpine Immune Sciences, Inc.                     201 Elliott Ave West, Suite 230                    Seattle, Washington  98119                    Attn:  Paul Rickey, Chief Financial Officer                    Fax:  (206) 316-8383                    Email: paul.rickey@AlpineImmuneSciences.com                    If on or after January 1, 2020, to:                     Alpine Immune Sciences, Inc.                     188 East Blaine Street, Suite 200                    Seattle, Washington  98102                    Attn:  Paul Rickey, Chief Financial Officer                    Fax:  (206) 316-8383                    Email: paul.rickey@AlpineImmuneSciences.com                    With a copy (which shall not constitute notice) to:                     Wilson Sonsini Goodrich & Rosati, Professional Corporation                    Attn:  Patrick J. Schultheis, Michael Nordtvedt, and Bryan D. King                    701 Fifth Avenue, Suite 5100                    Seattle, Washington  98104                    Fax:  (206) 883-2699                    Email: pschultheis@wsgr.com; mnordtvedt@wsgr.com; bking@wsgr.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  out-of-pocket  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.                                          9  39277790  





 






      5.9   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.         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 Silicon Valley Bank is closed.                        [Remainder of page left blank intentionally]                               [Signature page follows]                                          10  39277790  





 






      IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Common Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.  “COMPANY”  ALPINE IMMUNE SCIENCES., INC.  By:  _________________________________/s/Paul Rickey  Name:______________________________Paul Rickey       (Print) Title: Chief Financial Officer   “HOLDER”  SILICON VALLEY BANK  By:_________________________________/s/ Peter Sletteland  Name:______________________________Peter Sletteland       (Print) Title: Vice President                                [Signature Page to Warrant] 





 






                                 APPENDIX 1                               NOTICE OF EXERCISE         1.    The undersigned Holder hereby exercises its right to purchase ___________ shares  of the Common Stock of ALPINE IMMUNE SCIENCES, INC. (the “Company”) in accordance  with the attached Warrant To Purchase Common 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 Common Stock  as of the date hereof.                                       HOLDER:                                       _________________________                                       By:_________________________                                       Name:________________________                                       Title:_________________________                                       (Date):_______________________                                       Appendix 1  39277790