ON WHICH THE HOLDERS OF SECURITIES
OF THE COMPANY SHALL BE ENTITLED TO RECEIVE SUCH DIVIDEND, DISTRIBUTION OR
RIGHTS) 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 20 DAYS PRIOR WRITTEN NOTICE OF THE DATE WHEN THE
SAME WILL TAKE PLACE (AND SPECIFYING THE DATE ON WHICH THE HOLDERS OF SECURITIES
OF THE COMPANY WILL BE ENTITLED TO EXCHANGE THEIR SECURITIES OF THE COMPANY FOR
SECURITIES OR OTHER PROPERTY DELIVERABLE UPON THE OCCURRENCE OF SUCH EVENT).
3.3
INTENTIONALLY OMITTED.
ARTICLE 4.
REPRESENTATIONS AND WARRANTIES OF THE HOLDER.
4.1
PURCHASE FOR OWN ACCOUNT.
THIS WARRANT AND
THE SHARES TO BE ACQUIRED UPON EXERCISE HEREOF WILL BE ACQUIRED FOR INVESTMENT
FOR HOLDER'S ACCOUNT, NOT AS NOMINEE OR AGENT, AND NOT WITH A VIEW TO SALE OR
DISTRIBUTION IN VIOLATION OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS;
PROVIDED THAT, FOR REGULATORY REASONS, SILICON VALLEY BANK WILL TRANSFER THIS
WARRANT TO ITS PARENT CORPORATION, SILICON VALLEY BANCSHARES, PROMPTLY FOLLOWING
ISSUANCE HEREOF.
4.2
INVESTMENT EXPERIENCE.
HOLDER UNDERSTANDS
THAT THE PURCHASE OF THIS WARRANT AND THE SHARES COVERED HEREBY INVOLVES
SUBSTANTIAL RISK.
HOLDER (A) HAS EXPERIENCE AS AN INVESTOR IN UNREGISTERED
SECURITIES, (B) HAS SUFFICIENT KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND
BUSINESS AFFAIRS THAT IT EVALUATE THE RISKS AND MERITS OF ITS INVESTMENT IN THIS
WARRANT AND THE SHARES, AND (C) CAN BEAR THE ECONOMIC RISK OF SUCH HOLDER'S
INVESTMENT IN THIS WARRANT AND THE SHARES.
5
4.3
ACCREDITED INVESTOR.
HOLDER IS AN
"ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN REGULATION D UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.
ARTICLE 5.
MISCELLANEOUS.
5.1
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.
5.2
LEGENDS.
THIS WARRANT AND THE SHARES SHALL
BE IMPRINTED WITH A LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND LAWS
OR, SUBJECT TO SECTION 5.3 OF THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY
THE CORPORATION TO SILICON VALLEY BANK DATED AS OF APRIL 20, 2005, AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED.
5.3
COMPLIANCE WITH