Exhibit 4.4


 





 


THIS
WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR,
IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER,
PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.


 


WARRANT TO PURCHASE STOCK


 


Company:   Chimerix,
Inc., a Delaware corporation


Number of
Shares:   58,680, subject to adjustment


Class of
Stock:   Series D Preferred Stock, $0.001 par value per share


Warrant
Price:   $2.045, subject to adjustment


Issue Date:   November
24, 2008


Expiration
Date:   November 24, 2018


Credit
Facility:   This Warrant is issued in connection with that certain Loan and Security Agreement of even date herewith
between Silicon Valley Bank and the Company.


 


               THIS
WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (Silicon Valley Bank, together with any successor
or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, is referred to hereinafter as
“Holder”) is entitled to purchase the number of fully paid and non-assessable shares (the “Shares”) of
the above-stated Class of Stock (the “Class”) of the above-named company (the “Company”) at the above-stated
Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon
the terms and conditions set forth in this Warrant.


 


ARTICLE
1. EXERCISE.


 


1.1          Method
of Exercise. Holder may exercise this Warrant by delivering the original of this Warrant together with 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 a Share shall be the closing price of a share of common stock reported for the business day immediately before Holder
delivers this Warrant together with 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 (“IPO”), 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 this Warrant together with its Notice
of Exercise to the Company (or, in the instance where the Warrant is exercised immediately prior to the effectiveness of the IPO,
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, exclusive license, or other disposition of all or substantially
all of the assets of the Company, or any reorganization, consolidation, merger or sale of outstanding capital stock of the Company
where the holders of the Company’s securities before the transaction beneficially own less than a majority 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
and/or Marketable Securities, 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.


 




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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.


 


D)         As
used in this Article 1.6, (a) “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 or convert this Warrant on or prior to the closing thereof
is then listed or quoted for trading on a national securities exchange or a national inter-dealer quotation system, and (iii) Holder
would not be not be restricted by contract or by applicable federal and state securities laws from publicly re-selling, within
six (6) months and one day following the closing of such Acquisition, all of the issuer’s shares and/or other securities
that would be received by Holder in such Acquisition were Holder to exercise or convert this Warrant in full on or prior to the
closing of such Acquisition; and (b) “Affiliate” shall mean any person or entity that owns or controls directly or
indirectly ten percent (10%) 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 outstanding shares of the Class 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 outstanding shares of the Class by reclassification or otherwise into
a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price
shall be proportionately decreased. If the outstanding shares of the Class are combined or consolidated, by reclassification or
otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall
be proportionately decreased.


 




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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, without limitation, 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 Amended and
Restated Certificate of Incorporation, as amended and in effect from time to time (the “Certificate”). 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 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 Certificate 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 Class in the Certificate 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 Class.


 


2.4           No
Impairment. The Company shall not, by amendment of the Certificate 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. Notwithstanding the foregoing in this Article 2.4, and without limiting
any other provision of this Warrant, the Company shall not have been deemed to have impaired Holder’s rights hereunder if:
(a) it amends its Certificate, and/or the holders of the Company’s preferred stock waive rights thereunder, in a manner that
does not affect the Shares differently from the effect that such amendment and/or waiver has on the rights, preferences, privileges
or restrictions of all other shares of the Class, or (b) the Shares are not differently affected than all other shares of the Class
in connection with any reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or
any other voluntary action.


 




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2.5          Fractional
Shares. No fractional Shares shall be issuable upon exercise or conversion of the 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, Class and/or number of Shares, 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 (or other authorized 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, Class and number
of Shares in effect upon the date thereof and the series of adjustments leading to such Warrant Price, Class and number of Shares.


 


ARTICLE
3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.


 


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


 


(a)          The
initial Warrant Price referenced on the first page of this Warrant is not greater than the price per share at which shares of the
same class and series as the Shares were last issued in an arms-length transaction in which at least $500,000 of such 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 non-assessable, and free
of any liens and encumbrances except for restrictions on transfer provided for herein, under the Company’s Bylaws or the
Rights Agreement (as defined below), or under applicable federal and state securities laws.


 


(c)          The
Company’s capitalization table attached hereto as Schedule 1 is 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 the outstanding shares
of the Class, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for
subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or series
of the Company’s stock (other than pursuant to contractual pre-emptive rights); (c) to effect any reclassification, reorganization
or recapitalization of the shares of the Class; or (d) to effect an Acquisition or to liquidate, dissolve or wind up; 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
shares of the same class and series as the Shares will be entitled thereto) or for determining rights to vote, if any, in respect
of the matters referred to in (c) and (d) above; and (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 shares of
the same class and series as the Shares will be entitled to exchange their shares for the securities or other property deliverable
upon the occurrence of such event).


 




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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 have certain incidental, or “Piggyback,” and S-3 registration rights
pursuant to and as set forth in the Company’s Amended and Restated Investor Rights Agreement dated February 23, 2007, as
amended and in effect from time to time (the “Rights Agreement”). Holder and the Company shall execute and deliver
a joinder agreement, counterpart signature page, instrument of accession or similar instrument to the Rights Agreement for purposes
of effecting the foregoing grant of registration rights. 


 


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


 


3.5           Certain
Information. The Company agrees to provide Holder at any time and from time to time with such information as Holder may reasonably
request for purposes of Holder’s compliance with regulatory, accounting and reporting requirements applicable to Holder.


 


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


 


4.1           Purchase
for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder will be 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 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.


 




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


 


4.5           The
Act. Holder understands that this Warrant and the Shares issuable upon exercise or conversion hereof have not been registered
under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide
nature of the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued
upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the Act and qualified under
applicable state securities laws, or unless exemption from such registration and qualification are otherwise available.


 


ARTICLE
5. MISCELLANEOUS.


 


5.1           Term:
This Warrant is exercisable in whole or in part at any time and from time to time on or before the Expiration Date.


 


5.2           Legends.
This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall
be imprinted with a legend in substantially the following form:


 


THIS
WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE ACT, OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT
AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 OF THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE COMPANY TO SILICON VALLEY BANK
DATED AS OF NOVEMBER 24, 2008 MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED
UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.


 


5.3           Compliance
with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable,
directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance
with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery
of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the
Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to 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.


 




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5.4         Transfer
Procedure. After receipt by Silicon Valley Bank (“Bank”) of the executed Warrant, Bank will transfer all of this
Warrant to SVB Financial Group, Holder’s parent company. Subject to the provisions of Article 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 (or the securities 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 written 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 in writing and deemed delivered and
effective when given personally or mailed by first-class registered or certified mail, postage prepaid (or on the first business
day after transmission by facsimile), 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. All notices to Holder shall be addressed as follows until the Company
receives written notice of a change of address in connection with a transfer or otherwise:


 


SVB Financial Group


Attn: Treasury
Department


3003 Tasman Drive,
HA 200


Santa Clara, CA
95054


Telephone: 408-654-7400


Facsimile: 408-496-2405


 


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


 


Chimerix, Inc.


Attn: Chief Executive
Officer


2505 Meridian Parkway,
Suite 340


Durham, NC 27713


Telephone: 919-806-1074


Facsimile: 919-806-1146


 


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
attorneys’ fees.


 




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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 Article 1.3 above is greater than the Warrant Price in effect
on such date, then this Warrant shall automatically be deemed on and as of such date to be converted pursuant to Article 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 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.


 


5.11         Market
Stand-Off Provision. The Holder hereby agrees to be bound by the “Market Stand-Off” provision in Section 1.14 of
the Rights Agreement


 


“COMPANY”


 


CHIMERIX, INC.


 


	By:	/s/ George R. Painter
	 	 
	Name: 	George R. Painter
	 	(Print)
	 	 
	Title:	Pres & CEO


 


“HOLDER”


 


SILICON VALLEY BANK


 


	By:	/s/ Corey
    Waters
	 	 
	Name: 	Corey Waters
	 	(Print)
	 	 
	Title:	VP/Relationship Manager


 




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APPENDIX
1


 


NOTICE
OF EXERCISE


 


1.           Holder
elects to purchase ____________ shares of the Common/Series _______ Preferred [strike one] Stock of _______________________
pursuant to the terms of the attached Warrant, and tenders payment of the purchase price of the shares in full.


 


[or]


 


1.           Holder
elects to convert the attached Warrant into Shares/cash [strike one] in the manner specified in the Warrant. This conversion is
exercised for ________________________ of the Shares covered by the Warrant.


 


[Strike paragraph that does
not apply.]


 


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


 


	 	 	 
	 	Holders Name	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(Address)	 


 


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


 


	 	HOLDER:
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	 
	 	Name: 	 
	 	 	 
	 	Title:	 
	 	 	 
	 	(Date):	 


 




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