EX-10.20



 Exhibit 10.20 

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. 

WARRANT TO PURCHASE STOCK 
  

			
	 Company:
	  	 NetForts, Inc., a Delaware corporation

	 Number of Shares:
	  	 The Initial Shares plus the Additional Shares

	 Class of Stock:
	  	 Series A-2 Preferred

	 Wan-ant Price:
	  	 $0.61 per share

	 Issue Date:
	  	 August 15, 2005

	 Expiration Date:
	  	 The 10th anniversary after the Issue Date


 THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable
consideration, including, without limitation, the mutual promises contained in that certain Loan and Security Agreement of even date herewith entered into by and among NETFORTS, INC. (the “Company”), the Gold Hill Lenders named therein and
SILICON VALLEY BANK (the “Holder”), Holder is entitled to purchase the number of fully paid and non-assessable shares of the class of securities (the “Shares”) of the company (the “Company”) at the Warrant Price, all as
set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. 
 As
used herein: 
 “Shares” means the Initial Shares plus the Additional Shares. 

“Initial Shares” means that number of shares equal to Eighty Thousand Dollars ($80,000) divided by the Wan-ant Price,
multiplied by 0.3125. 
 “Additional Shares” means a cumulative, aggregate number of additional shares equal to
(i) 1.75% of each Growth Capital Advance and Equipment Advance (as such terms are defined in the Loan Agreement), multiplied by (ii) 0.3125, and divided by (iii) the Warrant Price. This Warrant shall become exercisable for the
Additional Shares, if at all, only upon the making by the Lenders (as defined in the Loan Agreement) of a Growth Capital Advance or Equipment Advance. 
 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. 

  
 2 








 1.6.2.  Treatment of Warrant at Acquisition. 

A)     Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is not an asset sale and
in which the sole consideration is cash, either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if
Holder elects not to exercise the Warrant, this Warrant will expire upon the consummation of such Acquisition. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable
information as the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition. 

B)     Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is an “arms
length” sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (a) Holder shall exercise its
conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will continue until the
Expiration Date if the Company continues as a going concern following the closing of any such True Asset Sale. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable
information as the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition. 

C)     Upon the closing of any Acquisition other than those particularly described in subsections (A) and (B) above, the
successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as
if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price and/or number of Shares shall be adjusted accordingly. 

As used herein “Affiliate” shall mean any person or entity that owns or controls directly or indirectly ten (10) percent or more
of the stock of Company, any person or entity that controls or is controlled by or is under common control with such persons or entities, and each of such person’s or entity’s officers, directors, joint venturers or partners, as
applicable. 
 ARTICLE 2.    ADJUSTMENTS TO THE SHARES. 

2.1.    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 

  
 3 








 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 Articles or Certificate (as applicable) of Incorporation upon the closing of a
registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise
or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment to this
Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or
property issuable upon exercise of the new Warrant. The provisions of this Article 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 

2.3.    Adjustments for Diluting Issuances.  The Warrant Price and the number of Shares issuable
upon exercise of this Warrant or, if the Shares are preferred stock, the number of shares of common stock issuable upon conversion of the Shares, shall be subject to adjustment, from time to time in the manner set forth in the Company’s
Articles or Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment. The provisions set forth for the Shares in the Company’s Articles or Certificate (as applicable) of
Incorporation relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the
same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder. 

2.4.    No Impairment.  The Company shall not, by amendment of its Articles or Certificate (as
applicable) of Incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to
be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s
rights under this Article against impairment. 

  
 4 








 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 to the Holder 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 Shares were last issued in an arms-length transaction in which at least $500,000 of the Shares 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 Company further
covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved for the purpose of issue or transfer upon exercise of the subscription
rights evidenced by this Warrant, a sufficient number of Shares of authorized but unissued stock, or other securities and property, when and as required to provide for the exercise of the rights represented by this Warrant. 

  (d)     The capitalization table provided to Holder immediately prior to the Issue Date 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 

  
 5 








 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. 

3.3.    Registration Under Securities Act of 1933, as amended; Market Stand-Off.  The Company
agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall have certain incidental, or “Piggyback,” registration rights and S-3 registration rights pursuant to and as set forth in
the Company’s Investor Rights Agreement or similar agreement and Holder hereby agrees to be bound by all of the provisions of said agreement relating to such registration rights and to be bound by the “market stand-off” provisions of
said agreement with respect to the sale of securities for up to 180 days following the Company’s initial public offering. The provisions set forth in the Company’s Investors’ Right Agreement or similar agreement relating to the above
in effect as of the Issue Date may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment,
modification, or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder. 

3.4.    No Shareholder Rights.  Except as provided in this Warrant, the Holder will not have any
rights as a shareholder of the Company until the exercise of this Warrant. 
 ARTICLE 4.  REPRESENTATIONS, WARRANTIES OF THE
HOLDER.  The Holder represents and warrants to the Company as follows (and by acceptance of any transfer of this Warrant SVB Financial Group is hereby deemed to represent and warrant to the Company the following as to SVB Financial
Group): 
 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. 

  
 6 








 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 (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) 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 (and the securities issuable, directly or indirectly, upon
conversion of the Shares, if any) 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.
	  	

 As well as any legend required by the laws of the State of California, including any legend required
by the California Department of Corporations and Sections 417 and 418 of the California Corporations Code or any other state securities laws. 

  
 7 








 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, SVB Financial Group (formerly Silicon Valley Bancshares), or any other affiliated entity
of Holder. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with
Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale. 

5.4.    Transfer Procedure.  Upon receipt by Holder of the executed Warrant, Holder will transfer
all of this Warrant to Holder’s parent company, SVB Financial Group, by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing Company with written notice, SVB Financial
Group 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, 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 sent by overnight delivery service or mailed by first-class registered or certified mail, postage prepaid, or by
telefacsimile, at such address as may have been furnished to the Company or the Holder, as the case may (or on the first business day after transmission by facsimile) be, in writing by the Company or such Holder from time to time. Effective upon
receipt of the fully executed Warrant and the initial transfer described in Article 5.4 above, all notices to the Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or
otherwise: 
 SVB Financial Group 

Attn: Treasury Department 

3003 Tasman Drive, HA 200 

Santa Clara, CA 95054 

Telephone: 408-654-7400 

Facsimile: 408-496-2405 

  
 8 








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

Attn: Asher Aziz (Chief Executive Officer) 

1360 Willow Road, Suite 203 

Menlo Park, CA 94025 

Telephone: (650) 543-1600 

Facsimile: (650) 330-0840 

with a copy to: 

Carr & Ferrell LLP 

Attn: Barry A. Carr 

2200 Geng Road 

Palo Alto, CA 94303 

Facsimile: (650) 812-3444 

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

IN WITNESS WHEREOF, the parties have executed this Warrant as of the date indicated below. 

  
 9 








 “COMPANY” 

NETFORTS, INC, 
  

			
	
By:  /s/ Ashar Aziz                        
                

		
	 Name:
	 	 Ashar Aziz

	 Title:
	 	 Chief Executive Officer and Chief

		 	 Financial Officer


 “HOLDER” 
 Silicon
Valley Bank                                     

 

			
	
By:  /s/ Jacob Moseley                       
         

		
	 Name:
	 	
Jacob Moseley                           
     

		 	 (Print)

		
	 Title:
	 	
VP                              
                      



  
 10 








 APPENDIX 1 

NOTICE OF EXERCISE 

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




  
 11 








 APPENDIX 2 

ASSIGNMENT 
 For value received,
Silicon Valley Bank hereby sells, assigns and transfers unto 
  

	 	Name:	 SVB Financial Group 



	 	Address:	 3003 Tasman Drive (HA-200) 



Santa Clara, CA 95054 
  

	 	Tax	 ID: 91-1962278 


 that certain
Warrant to Purchase Stock issued by NetForts, Inc. (the “Company”), on                     , 2005 (the “Warrant”) together
with all rights, title and interest therein. 
  

			
	SILICON VALLEY BANK
		
	By:	 	 
		
	Name:	 	 
		
	Title:	 	 



Date:                          
                                       

By its execution below, and for the benefit of the Company, SVB Financial Group 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. 
  

			
	SVB FINANCIAL GROUP
		
	By:	 	 
		
	Name:	 	 
		
	Title:	 	 









 ASSIGNMENT 

For value received, Silicon Valley Bank hereby sells, assigns and transfers unto 

 

	 	Name:	 SVB Financial Group 



	 	Address:	 3003 Tasman Drive (HA-200) 



Santa Clara, CA 95054 
  

	 	Tax	 ID: 91-1962278 


 that certain
Warrant to Purchase Stock issued by NetForts, Inc. (the “Company”), on August 15, 2005 (the “Warrant”) together with all rights, title and interest therein. 

 

			
	 SILICON VALLEY BANK

		
	 By:
	 	 /s/ Jacob Moseley

		
	 Name:
	 	 Jacob Moseley

		
	 Title:
	 	 VP



 Date:
8/16/05                                        
                     
 By its execution
below, and for the benefit of the Company, SVB Financial Group 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. 

 

			
	 SVB FINANCIAL GROUP

		
	 By:
	 	 /s/ Sean S. Park

	 Name:
	 	 Sean S. Park

	 Title:
	 	 Warrant Portfolio Manager