Warrant to Purchase Stock - Series G Preferred



 EXHIBIT 4.4 
  

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

			
	 Corporation:
	  	IntraLase Corp.
	 Number of Shares:
	  	12,500, increasing to 16,500 upon the Line Utilization
	 	  	(as defined below)
	 Class of Stock:
	  	Series G Preferred Stock
	 Initial Exercise Price:
	  	$3.45
	 Issue Date:
	  	December 31, 2002
	 Expiration Date:
	  	December 31, 2009

  
 THIS WARRANT CERTIFIES
THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, SILICON VALLEY BANK (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the
“Shares”) of the corporation (the “Company”) at the initial exercise price per Share (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. 
  
 As
used herein, the term “Line Utilization” shall mean the making of any Revolving Advance (as defined in the Loan and Security Agreement dated December 31, 2002 between Company and Silicon Valley Bank) on or prior to December 31,
2003. 
  

	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 Section 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased.

  
 1.2 Conversion Right. In lieu of exercising this
Warrant as specified in Section 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 Section 1.3. 
  
 1.3 Fair Market Value. If the Shares are traded in a public market,
the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of
Exercise to the Company. If the Shares are not traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. 
  

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 1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this
Warrant, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired. 
  
 1.5 Replacement of Warrants. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case
of mutilation, or surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 
  
 1.6 Assumption on Sale, Merger, or Consolidation of the 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 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 this 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 this 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. 
  

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 (c) Upon the written request of the Company, Holder agrees that, in the event of a stock for stock
Acquisition of the Company by a publicly traded acquirer 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 five (5) times the
Warrant Price, Company may require this 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 this 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), or (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. 

  
 Reference is made to the Sixth Amended and Restated Certificate of Incorporation of IntraLase Corp. filed with the Secretary of State of the State of
Delaware on May 16, 2002 (the “Certificate”). The Holder hereby agrees that to the extent that an event or occurrence arises that is encompassed within the provisions of Sections 2.1, 2.2 and 2.3 below (the “Dilution Provisions”)
and that also triggers a change in the “Series G Conversion Price” (as defined and referred to in the Certificate) pursuant to Section C4 thereof (and while such conversion price mechanism of the Certificate remains in effect and otherwise
prior to any mandatory conversion of the Series G Preferred Stock of the Company), then the Dilution Provisions shall not be effective or applicable to any such specific event or occurrence relating to any such change in such Series G Conversion
Price, provided, however, the Dilution Provisions shall be fully effective and applicable (a) under all other events and occurrences and (b) to all other effects and impacts of any such event or occurrence that do not relate to or
result in changes in the Series G Conversion Price while such conversion price mechanism of the Certificate remains in effect and otherwise prior to any mandatory conversion of the Series G Preferred Stock of the Company. 
  
 2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a
dividend on its common stock (or the Shares, if the Shares are securities other than common stock) payable in common stock, or other securities, subdivides the outstanding common stock into a greater amount of common stock, or, if the Shares are
securities other than common stock, subdivides the Shares in a transaction that increases the amount of common stock into which the Shares are convertible, 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 or subdivision occurred. If the outstanding shares are combined or consolidated, by
reclassification or otherwise, into a lesser number of shares, the Initial Exercise Price shall be proportionately increased. 
  

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 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 a new Warrant for such new securities or other property. The new 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 Initial Exercise Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 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. The provisions set forth for
the Shares in the Company’s Certificate of Incorporation relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver
affects Holder in the same manner as they affect all other shareholders of the same series of shares granted to the Holder. 
  
 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. 
  
 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 this 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. 
  

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 ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 
  
 3.1 Representations and Warranties. The Company represents and
warrants to the Holder as follows: 
  
 (a) The initial Warrant
Price referenced on the first page of this Warrant is not greater than (i) the price per share at which the Shares were last issued in an arms-length transaction in which at least $500,000 of the Shares were sold and (ii) the fair market value of
the Shares as of the date of this Warrant. 
  
 (b) All Shares
which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and
free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. 
  
 (c) The capitalization table previously provided to Holder remains true and complete in all material respects 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 its common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription pro rata to the holders of any class or series of its
stock any additional shares of stock of any class or series or other rights; (c) to effect any reclassification or recapitalization of common 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 (i) at least 10 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the
holders of common stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (c) and (d) above; (ii) 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 (iii)
in the case of the matter referred to in (e) above, the same notice as is given to the holders of such registration rights. 
  
 3.3 Registration Under Securities Act of 1933, As Amended. The Company agrees that the Shares or, if the Shares are convertible into common stock
of the Company, such common stock, shall be subject to the registration rights set forth in the Company’s Fourth Amended and Restated Registration Rights Agreement dated May 17, 2002 (the “Rights Agreement”). The provisions set forth
in the Rights Agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived in a manner adverse to the Holder without the prior written consent of Holder unless such amendment, modification or waiver affects
Holder in the same manner as it affects all other shareholders of the same series or class of capital stock as the Shares. Further, it is agreed that the lockup provision, as now in effect, as 

  

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set forth in Section 17(h) of the Rights Agreement (the “Lock-Up Provision”) shall apply to this Warrant and to the Shares hereunder (and common
stock into which such Shares are converted); provided, however, that if any other securities subject to the Lock-Up Provision are released from the restrictions of the Lock-Up Provision, then a ratable portion of the Shares hereunder (and common
stock into which such Shares are converted) shall likewise be released automatically from the restrictions of the Lock-Up Provision. 
  

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

  
 4.1 Purchase for Own Account. Except for transfers to Holder’s
affiliates, 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 1933 Act, and the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. If not an individual, the 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: (a) has experience as an investor in securities of companies in the development stage and acknowledges that the Holder is able to fend for itself, 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 (b) 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 1933 Act. 
  

	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 unless earlier
terminated pursuant to Sections 1.6 or 5.9 hereof. 
  

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 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 SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR UNDER ANY APPLICABLE STATE LAWS, AND MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THERE OF UNDER SUCH ACT AND AN EXEMPTION UNDER APPLICABLE STATE LAW OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED. 
  
 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 an affiliate of Holder or if there is no material question as to the availability of current information as referenced
in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed
sale. 
  
 5.4 Transfer Procedure. Upon receipt by Holder of
the executed Warrant, Holder will transfer all of this Warrant to Silicon Valley Bancshares, Holder’s parent company, by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Section 5.3 and upon
providing Company with written notice, Silicon Valley Bancshares and any subsequent Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion
of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, Silicon Valley Bancshares or any subsequent Holder will give the Company notice of the portion of this 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 to any person who
directly competes with the Company unless the Company’s stock is publicly traded. 
  
 5.5 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified
mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may (or on the first business day after transmission by facsimile) be, in writing by the Company or such holder from time to time. Effective
upon receipt of the fully executed Warrant and the initial transfer described in Section 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: 
  

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 Silicon Valley Bancshares 
 Attn: Treasury Department 
 3003 Tasman Drive, HA 200 
 Santa Clara, CA 95054 
 Telephone:
408-654-7400 
 Facsimile: 408-496-2405 
  
 Notice to the Company shall be addressed as follows until the Holder receives notice of a change in address: 
  
 IntraLase Corp. 
 Attn: Chief Financial Officer 
 3 Morgan 
 Irvine, California 92618 
 Telephone: (949) 859-5230 
 Facsimile: (949) 461-3323 
  
 5.6
Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 

 
 5.7 Attorney’s Fees. In the event of any dispute between the
parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorney’s fees. 
  
 5.8 Automatic Conversion upon Expiration. In the event that, upon the
Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Exercise Price in effect on such date, then this Warrant shall
automatically be deemed on and as of such date to be converted pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a
certificate representing the Shares (or such other securities) issued upon such conversion to the Holder. 
  
 5.9 Conversion or Redemption of Series G Preferred Stock. Should all of the Company’s Series G Convertible Preferred Stock be, or if
outstanding would be, at any time prior to the expiration of this Warrant or any portion hereof, redeemed or converted into shares of the Company’s Common Stock in accordance with Section C4(a)(ii) or Section C8 of the Certificate, then this
Warrant shall become immediately exercisable for that number of shares of the Company’s Common Stock equal to the number of shares of Common Stock that would have been received if this Warrant had been exercised in full and the Series G
Convertible Preferred Stock received thereupon had been simultaneously converted immediately prior to such event, and the Exercise Price shall immediately be adjusted to equal the quotient obtained by dividing (a) the aggregate Exercise Price of the
maximum number of shares of Series G Preferred Stock for which this Warrant was exercisable immediately prior to such conversion or redemption, by (b) the number of shares of Common Stock for which this Warrant is exercisable immediately after such
conversion or redemption. For purposes of the foregoing, the “Certificate” shall mean the Certificate of Incorporation of the Company as amended and/or restated and effective immediately prior to the redemption or conversion of all of the
Company’s Series G Convertible Preferred Stock. 
  

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 5.10 Rights as Stockholder. Except as expressly provided in Section 2.3 hereof, no Holder of this
Warrant, as such, shall be entitled to vote or receive dividends or be deemed the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained
herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to
receive notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein. 

 
 5.11 Governing Law. This Warrant shall be governed by and construed
in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law. 
  
 5.12 Counterparts. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. 
  

			
	 “COMPANY”
  
 INTRALASE CORP.

		
	 By:
	 	  





			
	Name:	 	  


	 	 	(Print)
	 Title:
	 	Chairman of the Board, President or Vice President
		
	 By:
	 	  


	Name:	 	  


	 	 	(Print)
	 Title:
	 	Chief Financial Officer, Secretary, Assistant Treasurer or Assistant Secretary


  

			
	 “HOLDER”
  
 SILICON VALLEY BANK

		
	 By:
	 	  





			
	Name:	 	  


	 	 	(Print)
	 Title:
	 	  




  
  

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

  
 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: 
  

					
	 	  	  

 (Holder’s Name)
	  	 
			
	 	  	
  

 (Address)
	  	 

  
 3. The undersigned
represents it is acquiring the shares solely for its own account and not as a nominee for any other party and not with a view toward the resale or distribution except in compliance with applicable securities laws. 
  

			
	 HOLDER:
  


		
	 By:
	 	  





			
	Name:	 	  


	 Title:
	 	  




  
  
 ___________________ 
 (Date) 
  

 A-1