Prepared by R.R. Donnelley Financial -- EX-4.3




 Exhibit 4.3 

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:	  	ASANTE SOLUTIONS, INC., a Delaware corporation
	Number of Shares:	  	as set forth below
	Class of Stock:	  	as set forth below
	Warrant Price:	  	as set forth below
	Issue Date:	  	October 13, 2011
	Expiration Date:	  	The 10th anniversary after the Issue Date
	Credit Facility:	  	This Warrant is issued in connection with the Term Loans referenced in the Loan and Security Agreement between Company and Silicon Valley Bank dated October 13, 2011.

 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (Silicon Valley Bank,
together with any registered holder from time to time of this Warrant or any holder of the shares issuable or issued upon exercise of this Warrant, “Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the
class of securities (the “Shares”) of 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: 
 “Class of
Stock” means at Bank’s option: (i) the Company’s Series B Preferred Stock, or (ii) Next Round Stock; provided that until the Next Round occurs, the Class of Stock shall be the Company’s Series B Preferred Stock.

 “Next Round” means the Company’s next sale of its convertible preferred stock (other than Series B Preferred Stock)
to purchasers which include venture capital investors. 
 “Next Round Price” means the lowest effective price per share (on
a common stock equivalent basis and taking into account any securities issued together with the preferred stock) at which shares of the Company’s convertible preferred stock are sold in the Next Round. 

“Next Round Stock” means the Company’s convertible preferred stock sold in the Next Round. 

  
 1 









 “Number of Shares” means the number of Shares equal to: (i) One Hundred
Fifty Thousand Dollars ($150,000), divided by (ii) the Warrant Price. 
 “Series B Price” means $1.50 per share. 

“Warrant Price” means: (i) if the Class of Stock is Series B Stock, the Series B Price, or (ii) if the Class of
Stock is Next Round Stock, the Next Round Price. 
 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. 

  
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 1.5 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation on surrender
and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 
 1.6
Treatment of Warrant Upon Acquisition of Company. 
 1.6.1 “Acquisition”. For the purpose of this Warrant,
“Acquisition” means any sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before
the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. 
 1.6.2
Treatment of Warrant at Acquisition. 
 A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is not an
asset sale and in which the sole consideration is cash, publicly-traded stock or a combination of both, 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 Holder with written notice of its request relating
to the foregoing (together with such reasonable information as 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; (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; or (c) if Holder elects not to exercise this Warrant and the Company does not continue as a going concern following the closing of
any such True Asset Sale, this Warrant will expire upon the consummation of such True Asset Sale. The Company shall provide Holder with written notice of its request relating to the foregoing (together with such reasonable information as 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 

  
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Acquisition and subsequent closing. The Warrant Price and/or number of Shares shall be adjusted accordingly. 

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

ARTICLE 2. ADJUSTMENTS TO THE SHARES. 

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the Shares payable in common stock, or other securities,
then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the
dividend occurred. If the Company subdivides the Shares by reclassification or otherwise into a greater number of shares or takes any other action which increase the amount of stock into which the Shares are convertible, the number of shares
purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant
Price shall be proportionately increased and the number of Shares shall be proportionately decreased. 
 2.2 Reclassification, Exchange,
Combinations or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled
to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange,
substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s
Certificate of Incorporation upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new
securities or other property issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or
conversion of this Warrant. The amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the
Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Article 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 

2.3 Adjustments for Diluting Issuances. The Warrant Price and the number of Shares issuable upon exercise of this Warrant or, if the
Shares are preferred stock, the number of shares of common stock issuable upon conversion of the Shares, shall be subject to adjustment, from time to time in the manner set forth in the Company’s Certificate of Incorporation as if the Shares
were issued and outstanding on 

  
 4 









 
and as of the date of any such required adjustment. The provisions set forth for the Shares in the Company’s Certificate of Incorporation relating to the above in effect as of the 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 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 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 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’s capitalization table attached hereto as Schedule 1 is true and complete as of the Issue Date. 

  
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 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 subscription or sale pro rata to all of the holders of the outstanding shares of
Preferred Stock any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights, including any rights of first offer); (c) to effect any reclassification or recapitalization of any
of its stock; (d) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the
opportunity to participate in an underwritten public offering of the Company’s securities for cash, then, in connection with each such event, the Company shall give Holder: (1) at least 10 days prior written notice of the date on which a
record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in
(a) and (b) above; (2) in the case of the matters referred to in (c) and (d) above at least 10 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common stock
will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such
registration rights. Company will also provide information requested by Holder reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements. 

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 “piggyback” and “S-3” registration rights pursuant to and as set forth in the Company’s Investor Rights Agreement or similar agreement. 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 Holder. 

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. 
 ARTICLE 4. REPRESENTATIONS, WARRANTIES OF HOLDER. 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 Holder 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 

  
 6 









 
investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense)
necessary to verify any information furnished to Holder or to which Holder has access. 
 4.3 Investment Experience. Holder
understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk
of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its
underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business
acumen and financial circumstances of such persons. 
 4.4 Accredited Investor Status. Holder is an “accredited investor”
within the meaning of Regulation D promulgated under the Act. 
 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 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 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. 

  
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 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 Silicon
Valley Bank (“Bank”) to provide an opinion of counsel if the transfer is to Bank’s parent company, SVB Financial Group (formerly Silicon Valley Bancshares), or any other affiliate of Bank. Additionally, the Company shall also not
require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act in the sole discretion of the Company with advice from counsel. 

5.4 Transfer Procedure. After receipt by Bank of the executed Warrant, Bank will transfer all of this Warrant to 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 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 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 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 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 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: [redacted] 

Facsimile: [redacted] 
 Notice to the Company
shall be addressed as follows until Holder receives notice of a change in address: 
 Asante Solutions, Inc. 

Attn: President and CEO 
 1012
Stewart Drive 
 Sunnyvale, CA 94085 

  
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 Telephone:
                         

Facsimile:
                         

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 Attorneys’ Fees. In
the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable
attorneys’ fees. 
 5.8 Automatic Conversion upon Expiration. In the event that, upon the Expiration Date, the fair market value
of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such
date to be converted pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing the Shares (or
such other securities) issued upon such conversion to 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. 
 [Signature
page follows.] 

  
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	“COMPANY”
	
	ASANTE SOLUTIONS, INC.
		
	By:	 	/s/ Phil Hopper
		
	Name:	 	Phil Hopper
		 	(Print)
	Title:	 	President

  

			
	“HOLDER”
	
	SILICON VALLEY BANK
		
	By:	 	/s/ Kevin Longo
		
	Name:	 	Kevin Longo
		 	(Print)
	Title:	 	Relationship Manager


  
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 SCHEDULE 1 

CAPITALIZATION TABLE 

  
 11 









 Generated: 09/14/2011 10:23:19 AM PST 

Asante Solutions, Inc. 

Fully Diluted Capitalization Table (Issued and Outstanding Shares) - Summary 

As of 09/14/2011 
  

													
	 	  	Issued and
Outstanding
Shares	 	  	CSE Shares*	 	  	Total Fully
Diluted
Shares	 
	 COMMON STOCK (Authorized: 40,000,000)
	  				  				  			
	 Issued and Outstanding
	  	 	5,444,032	  	  	 	5,444,032	  	  	 	5,444,032	  
				
	 PREFERRED STOCK (Authorized: 26,122,670)
	  				  				  			
	 SERIES A Preferred Stock (Authorized: 14,122,670)
	  	 	14,003,622	  	  	 	16,314,077	  	  			
	 SERIES B Preferred Stock (Authorized: 12,000,000)
	  	 	12,000,000	  	  	 	12,000,000	  	  	 	28,314,077	  
				
	 WARRANTS
	  				  				  			
	 COMMON Stock
	  	 	48,147	  	  	 	48,147	  	  			
	 SERIES A Preferred Stock
	  	 	119,048	  	  	 	138,690	  	  	 	186,837	  
				
	 2007 Plan (Reserved: 5,856,319)
	  				  				  			
	 Shares Issuable Under Plan:
	  				  				  			
	 Options and SPRs Issued and Outstanding
	  	 	4,205,697	  	  	 	4,205,697	  	  			
	 Options and SPRs Committed for Issuance
	  	 	0	  	  	 	0	  	  			
	 Shares Remaining for Issuance Under Plan
	  	 	1,334,281	  	  	 	1,334,281	  	  	 	5,539,978	  
				
	 Reserved in Plan
	  	 	5,856,319	  	  	 	5,856,319	  	  			
	 less: Options Exercised
	  	 	316,341	  	  	 	316,341	  	  			
	 less: SPRs Exercised
	  	 	0	  	  	 	0	  	  			
		  	 	5,539,978	  	  	 	5,539,978	  	  			
	 Total shares issued and outstanding, including shares committed for issuance and employee reserves, assuming conversion of all
convertible securities and exercise of all outstanding options
	  				  				  	 	39,484,924	  

 CSE Shares* Common Stock Equivalent (CSE) shares reflects the Common Stock issuable for the security type (option,
stock, warrant, CPN) after the appropriate conversion ratio is applied to each individual outstanding security for the applicable security type, using standard rounding. 

Fully-Diluted Ownership 
  

									
	 	  	Number of
Shares	 	  	%	 
	 Common Stock
	  	 	5,444,032	  	  	 	13.79	% 
	 SERIES A Preferred Stock
	  	 	16,314,077	  	  	 	41.32	% 
	 SERIES B Preferred Stock
	  	 	12,000,000	  	  	 	30.39	% 
	 COMMON Stock Warrants
	  	 	48,147	  	  	 	0.12	% 
	 SERIES A Preferred Stock Warrants
	  	 	138,690	  	  	 	0.35	% 
	 Options and SPRs issued and outstanding under plan - 2007 Plan
	  	 	4,205,697	  	  	 	10.65	% 
	 Committed for Issuance - 2007 Plan
	  				  	 	0.00	% 
	 Unissued Reserve - 2007 Plan
	  	 	1,334,281	  	  	 	3.38	% 
	 Total
	  	 	39,484,924	  	  	 	100	% 


  
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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: 

 

	
	   

	Holder’s Name
	
	   

	
	   

	(Address)

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

	
	HOLDER:
	
	   



  

			
	By:	 	 
		
	Name:	 	 
		
	Title:	 	 
		
	(Date):	 	 



  
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 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:	  	[redacted]

 that certain Warrant to Purchase Stock issued by Asante Solutions, Inc. (the “Company”), on
                , 2011 (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: