Warrant to Purchase Stock


    
      EXHIBIT
        4.1

       

    

     

    EXECUTION
      VERSION

    


    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:	Technest
                    Holdings, Inc., a Nevada corporation
	Number
                    of Shares:	75,000
	Class
                    of Stock:	Common
                    Stock, $0.001 par value per share
	Warrant
                    Price: 	$5.85
                    per share
	Issue
                    Date:	August
                    4, 2006
	Expiration
                    Date:	August
                    3, 2013
	
                    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 nonassessable shares (the "Shares") of the class of securities (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, the fair market value of a
      Share shall be the average closing price of a share of common stock reported
      for
      the five business days immediately before Holder delivers this Warrant together
      with its Notice of Exercise to the Company. 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, or surrender
      and
      cancellation of this Warrant, the Company shall execute and deliver, in lieu
      of
      this Warrant, a new warrant of like tenor.

    


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

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

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

     

    As
      used
      herein “Affiliate”
shall
      mean any person or entity that owns or controls directly or indirectly ten
      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 or takes any other action which
      increase the amount of common stock into which the one share of the Class is
      convertible, 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.

    


    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. 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    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. 

    


    2.4    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.

    


    2.5    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, and agrees with, the Holder as
      follows:

    


     (a)    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.

    


     (b)    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 same class and series as the Shares, 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 same class and series as the Shares any additional
      shares of any class or series of the Company's stock; (c) to effect any
      reclassification, reorganization or recapitalization of any of its stock; 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).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    3.3    Registration
      Under Securities Act of 1933, as amended.
      The
      Company agrees that the Shares shall have certain incidental, or “Piggyback,”
and S-3 registration rights pursuant to and as set forth in the Registration
      Rights Agreement between the Company and 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.

    


    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.

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    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 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:

    


    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 AUGUST 4, 2006 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 (Holder'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. 

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    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,
      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.

    


    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 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. 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:
      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:

     

     
        Technest
      Holdings, Inc.

    Chief
      Financial Officer

       
      One
      McKinley Square, 5th
      Floor

    Boston,
      Massachusetts 02109

    Telephone:
      (617) 722-9800

    Facsimile:
      (617) 722-9809

    


    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.

    


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

    


    


    
      	
              “COMPANY”

               

              TECHNEST
                HOLDINGS, INC.

               

               

              By:
                /s/
                Gino
                Pereira                             

              Name:
                Gino
                Pereira                              

              Title:
                Chief
                Financial
                Officer             
                  

               

            	 


    

    


    
      	
              “HOLDER”

               

              SILICON
                VALLEY BANK

               

               

              By:
                /s/
                Michael
                Tramack                   

              Name:
                Michael
                Tramack                    

              Title:
                Senior
                Vice
                President               

               

            	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    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 the date
      hereof.

    


    HOLDER:

    
 

    ______________________________   
      

    


    


    By:____________________________

    


    Name:__________________________

    


    Title:___________________________

    


    (Date):__________________________

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    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)
	 	Tax
              ID:	
              Santa Clara, CA 95054

               

              91-1962278

            


    

     

    that
      certain Warrant to Purchase Stock issued
      by Technest Holdings, Inc. (the “Company”), on ______________________ (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
      as of the date hereof and agrees to be bound by all of the terms and conditions
      set forth in the Warrant as the “Holder” thereof.

     

    SVB
      FINANCIAL GROUP

    


    By:___________________________________

    Name:
      Paulette Mehas

    Title: Treasurer