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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
WARRANT TO PURCHASE STOCK
Company: X4 Pharmaceuticals, Inc., a Delaware corporation
Number of Shares: As set forth in Paragraph A below
Type/Series of Stock: Series A Preferred Stock, $0.001 par value per share
Warrant Price: $1.88 per Share, subject to adjustment as set forth herein
Issue Date: October 25, 2016
Expiration Date: October 24, 2026 See also Section 5.1(b).
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This Warrant to Purchase Stock (Warrant) is issued in connection with that certain Mezzanine Loan and Security Agreement of even date herewith between Silicon Valley Bank and the Company (as amended and/or modified and in effect from time to time, the Loan Agreement) [and the participation therein of Life Science Loans, LLC pursuant to an agreement between Silicon Valley Bank and Life Science Loans, LLC].
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [SILICON VALLEY BANK / LIFE SCIENCE LOANS, LLC] (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, Holder) is entitled to purchase up to such number of fully paid and non-assessable shares of the above-stated Type/Series of Stock (the Class) of the above-named company (the Company) as determined pursuant to Paragraph A below, at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. [Reference is made to Section 5.4 of this Warrant whereby Silicon Valley Bank shall transfer this Warrant to its parent company, SVB Financial Group.]
A. Number of Shares. This Warrant shall be exercisable for the Initial Shares, plus the Additional Shares, if any (collectively, and as may be adjusted from time to time in accordance with the provisions of this Warrant, the Shares).
(1) Initial Shares. As used herein Initial Shares means 27,128 shares of the Class, subject to adjustment from time to time in accordance with the provisions of this Warrant.
(2) Additional Shares. Upon the making, if any, of the Term B Loan Advance (as defined in the Loan Agreement) to the Company in any amount, this Warrant automatically shall become exercisable for an additional 18,085 shares of the Class, as such number may be adjusted from time to time in accordance with the provisions of this Warrant (the Additional Shares), including, without limitation, adjustments in respect of events occurring prior to the