Exhibit 4.3


 


WARRANT
TO PURCHASE STOCK


 


THE
ISSUANCE AND SALE OF 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:

  	
   

  	
  Data
  Sciences International, Inc., a Minnesota corporation

  
	
  Number
  of Shares:

  	
   

  	
  33,750

  
	
  Class
  of Stock:

  	
   

  	
  Series
  A Convertible Preferred

  
	
  Warrant
  Price:

  	
   

  	
  $1.0039
  per share

  
	
  Issue
  Date:

  	
   

  	
  December
  19, 2002

  
	
  Expiration
  Date:

  	
   

  	
  December
  19, 2009

  



 


THIS WARRANT CERTIFIES THAT, for the agreed upon value of
$1.00 and for other good and valuable consideration, SILICON VALLEY BANK (“Holder”)
is entitled to purchase the number of fully paid and nonassessable shares of
the class of securities (the “Shares”) of the 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.


 


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.


 


1.6.2                        Treatment of Warrant at
Acquisition.


 


A)                                  Upon the written request
of the Company, Holder agrees that, in the event of an Acquisition in which the
sole consideration is cash, either (a) Holder shall exercise its conversion or
purchase right under this Warrant and such exercise will be deemed effective
immediately prior to the consummation of such Acquisition or (b) if Holder
elects not to exercise 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 


 


2

















 


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 additional 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 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 


 


3

















 


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, if any, 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.


 


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, 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 (i) the
price per share at which the Shares were last issued in an arms-length
transaction in which at least $500,000 of the Shares were sold and (ii) the
fair market value of the Shares as of the date of this Warrant.


 


(b)                                 All Shares which may be
issued upon the exercise of the purchase right represented by this Warrant, and
all securities, if any, issuable upon conversion of the Shares, shall, upon
issuance, be duly authorized, validly issued, fully paid and nonassessable, and
free of any


 


4

















 


 liens and encumbrances except for restrictions
on transfer provided for herein or under applicable federal and state securities
laws.


 


(c)                                  The Capitalization Table
previously provided to Holder remains true and complete 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 additional shares of any class
or series of the Company’s stock (other than offers and sales pursuant to (i)
options or warrants outstanding as of the date hereof, (ii) options or warrants
granted as compensation to directors, officers or employees of Borrower after
the date hereof, and (iii) options or warrants offered to any lender to
Borrower after the Loan and Security Agreement that has been entered into
between Silicon Valley Bank and the Company has terminated in accordance with
its terms); (c) to effect any reclassification or recapitalization of any
of its stock; or (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, 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 c and d above; and (2) in the case of the
matters referred to in (c) and (d) above at east 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).


 


3.3                                 [Reserved]


 


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:


 


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.


 


5

















 


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 the issuance and sale of 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. The Holder understands that this Warrant and the Shares
issued upon any exercise or conversion hereof must be held indefinitely unless
their transfer or sale is subsequently registered under the 1933 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:


 


THE
ISSUANCE AND SALE OF 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 THE WARRANT AGREEMENT RELATING THERETO, 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 


 


6

















 


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 Silicon Valley
Bancshares (Holder’s parent company) or any other affiliate 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 Silicon
Valley Bancshares, Holder’s parent company, 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, Silicon Valley Bancshares
and any subsequent Holder may transfer all or part of this Warrant or the
Shares issuable upon exercise of this Warrant (or the securities issuable
directly or indirectly, upon conversion of the Shares, if any) to any
transferee, provided, however, in connection with any such transfer, Silicon
Valley Bancshares or any subsequent Holder will give the Company notice of the
portion of 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 mailed by first-class
registered or certified mail, postage prepaid, at such address as may have been
furnished to the Company or the Holder, as the case may (or on the first
business day after transmission by facsimile) be, in writing by the Company or
such holder from time to time. Effective upon receipt of the fully executed
Warrant and the initial transfer described in 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:


 


Silicon
Valley Bancshares


Attn:
Treasury Department


3003
Tasman Drive, HA 200


Santa
Clara, CA 95054


Facsimile:
408-496-2405


 


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


 


Data
Sciences International, Inc.


Attn:
Charles Coggin


4211
Lexington Avenue North, Suite 2244


Saint
Paul, MN 55126


Facsimile:
651-481-7487


 


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.


 


7

















 


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
Minnesota, without giving effect to its principles regarding conflicts of law.


 


 


“COMPANY”


 


	
  DATA
  SCIENCES INTERNATIONAL, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Brian P. Brockway

  	
   

  	
   

  	
  By:

  	
  /s/
  Charles T. Coggin

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:
  Brian P. Brockway

  	
   

  	
  Name:
  Charles T. Coggin

  
	
   

  	
   

  	
   

  
	
  Title:
  Chairman of the Board, President

  	
   

  	
  Title:
  Chief Financial Officer, Secretary

  
							



 


 


“HOLDER”


 


	
  SILICAN
  VALLEY BANK

  
	
   

  
	
  By:

  	
  /s/
  Jay McNeil

  	
   

  
	
   

  
	
  Name:
  Jay McNeil

  
	
   

  
	
  Title:
  Vice President

  



 


8

















 


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 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):

  	
   

  	
   

  
	
   

  	
   

  
								



 


9

















 


APPENDIX
2


 


ASSIGNMENT


 


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


 


	
  Name:

  	
   

  	
  Silicon
  Valley Bancshares

  
	
  Address:

  	
   

  	
  3003
  Tasman Drive (HA-200)

  
	
   

  	
   

  	
  Santa
  Clara, CA 95054

  



 


that
certain Warrant to Purchase Stock issued by Data Sciences International, Inc. (the
“Company”), on December       , 2002 (the “Warrant”)
together with all rights, title and interest therein.


 


	
   

  	
  SILICON
  VALLEY BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


Date:  December         ,
2002


 


By its
execution below, and for the benefit of the Company, Silicon Valley Bancshares
makes each of the representations and warranties set forth in Article 4 of the
Warrant as of the date hereof.


 


	
   

  	
  SILICON
  VALLEY BANCSHARES

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


10