This WARRANT TO PURCHASE STOCK權證發行日期載明第I附表規定的發行日期爲“發行日期公司載明第I附表規定的公司爲“公司與SILICON VALLEY BANk, A DIVISION OF FIRSt-CITIZENS BANk & TRUSt COMPANY之間的某項貸款和安防-半導體協議有關，該協議自本日起生效，並經修訂或修改，時間的流逝，“貸款協議”。 各方一致同意如下：
權利授予. For good and valuable consideration, the Company hereby grants to SILICON VALLEY BANk, A DIVISION OF FIRSt-CITIZENS BANk & TRUSt COMPANY (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “持有人”) the right, and Holder is entitled, to purchase from the Company up to the number of fully paid and non-assessable shares (as determined pursuant to Section 1.2 below) of the class set forth on Schedule I hereto (the “班級按照附表I中規定的每股價格購買行使價格根據本權證的規定和條款
Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Exercise Price);
A = the fair market value (as determined pursuant to Section 2.3 below) of one Share; and
b = the Exercise Price.
2.3
公允市場價. If shares of the Company’s common stock are then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “交易市場”) and the Class is common stock, the fair market value of a Share shall be the closing price or last sale price of a share of the Company’s common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company (provided that solely for the purpose of determining the closing price or last sale price of a share pursuant to this Section 2.3, any Notice of Exercise
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delivered pursuant to Section 6.5(iii) below will not give effect to the proviso contained therein). If shares of the Company’s common stock are not then traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment.
Treatment of Warrant in non-Cash/Public Acquisition. Upon the closing of any Acquisition other than a Cash/Public Acquisition, the acquiring, surviving or successor entity shall assume this Warrant and the Company’s obligations hereunder, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, at an aggregate Exercise Price equal to the aggregate Exercise Price in effect as of immediately prior to such closing, all subject to the BHCA Limits (as hereinafter defined) and further adjustment from time to time thereafter in accordance with the provisions of this Warrant.
(d)
流動證券. “流動證券” means securities meeting all of the following requirements (determined as of immediately prior to the closing of the Acquisition): (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “使擁有公司註冊證券類別10%以上股權的官員、董事或實際股東代表簽署人遞交表格3、4和5（包括修正版及有關聯合遞交協議）,符合證券交易法案第16(a)條及其下屬規則規定的要求；”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in a Trading Market, and (iii) following the closing of such Acquisition, Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond six (6) months from the closing of such Acquisition. Notwithstanding the foregoing provisions of this Section 2.6(d), securities held in escrow or subject to holdback to cover indemnification-related claims shall be deemed to be Marketable Securities if they would otherwise be Marketable Securities but for the fact that they are held in escrow or subject to holdback to cover indemnification-related claims.
CERTAIN ADJUSTMENTS TO THE SHARES, CLASS AND EXERCISE PRICE.
3.1
送轉，拆分，以太經典. If the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable in additional shares of the Class (including fractional shares) or other securities or property (other than cash), 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 and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased, even if such number would include fractional shares, and the Exercise 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 Exercise Price shall be proportionately increased and the number of Shares shall be proportionately decreased, even if such number would include fractional shares.
3.2
Reclassification, Exchange, Combination or Substitution. Upon any event whereby all of the outstanding shares of the Class are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then from and after the consummation of such event, 「Class」
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shall mean such securities and this Warrant will be exercisable for the number of such securities that Holder would have received had the Shares been outstanding on and as of the consummation of such event, at an aggregate Exercise Price equal to the aggregate Exercise Price in effect as of immediately prior to such event, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 3.2 shall similarly apply to successive reclassifications, exchanges, combinations, substitutions, replacements or other similar events.
購買自有帳戶除了從First-Citizens Bank & Trust Company的Silicon Valley Bank轉讓此認股權證，轉讓給FCb附屬公司如下節6.4(b)所述之外，此認股權證及其行使後獲得的股票是爲了股東自己的帳戶而進行的投資，而非以提名人或代理人身份，並非出於證券法意義上的公開轉售或分配。同時，持有人還聲明它並非爲收購此認股權證或股票而設立的。
pursuant to Section 2.2 above as to all Shares for which it shall not previously have been exercised, and the Company shall, within a reasonable time following Holder’s written request, deliver a certificate (or, in the case of uncertificated securities, provide notice of book entry) representing the Shares issued to Holder upon such exercise. If shares of the Company’s common stock are not then traded in a Trading Market, the Company shall deliver to Holder, prior to the Expiration Date, written confirmation of the fair market value of a Share (as determined pursuant to Section 2.3 above) to be used in determining whether this Warrant shall automatically exercise on the Expiration Date pursuant to this Section 6.1(b).
6.2
法律聲明. Each certificate or notice of book entry evidencing Shares shall be imprinted with a legend in substantially the following form (together with such additional legends as may be required by the Charter Documents or under any stockholder agreement (to the extent Holder is then a party thereto or otherwise subject thereto in accordance with the provisions of Section 5.4 above)):
THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOt BEEN REGISTERED UNDER THE SECURITIES ACt OF 1933, AS AMENDED (THE “法案”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPt AS SEt FORTH IN THAt CERTAIN WARRANt TO PURCHASE STOCk ISSUED BY THE ISSUER TO SILICON VALLEY BANk, A DIVISION OF FIRSt-CITIZENS BANk & TRUSt COMPANY, 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.
And, if then applicable, a legend in substantially the following form:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECt TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AND RESALE AS SEt FORTH IN THAt CERTAIN WARRANt TO PURCHASE STOCk ISSUED BY THE ISSUER TO SILICON VALLEY BANk, A DIVISION OF FIRSt-CITIZENS BANk & TRUSt COMPANY, A COPY OF WHICH MAY BE OBTAINED At THE ISSUER’S PRINCIPAL OFFICE. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES.
通知。公司向持有人或反之的所有通知和其他通信，應被視爲在下列情況下已送達並生效：（i）當親自給予時，（ii）通過普通掛號或認證郵件郵寄後的第三（3）個工作日生效，預付郵資，（iii）通過電子郵件發送時立即生效，條件是如果此類通知或其他通信未在收件人的正常工作時間內發送，應被視爲已在收件人的下一個工作日開業時發送，或者（iv）通過可靠的隔夜快遞服務投遞後的第一個工作日生效，快遞費預付，在任何情況下都將送達到公司或持有人根據本6.5條款的規定向公司或持有人提供的隨時以書面形式提供的地址。所有發給持有人的通知應如本附件I所示的地址（“持有人通知地址”）直到公司收到與轉讓或其他事項相關聯的地址變更通知。所有發給公司的通知應如本附件I所示的地址（“Company Notice Address”) until Holder receives notice of a change in address.
6.6
修訂和豁免。可以通過我們公司和各自持有人的書面同意修改或修改預分配認股權證的條款，或者豁免其規定。. Notwithstanding any contrary provision herein or in the Loan Agreement, this Warrant may be amended and any provision hereof waived (either generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by Holder and any party against which enforcement of such amendment or waiver is sought.
6.7
Counterparts; Electronic Signatures; Status as Certificated Security. This Warrant may be executed by one or more of the parties hereto in any number of separate counterparts, all of which together shall constitute one and the same instrument. The Company, Holder and any other party hereto may execute this Warrant by electronic means and each party hereto recognizes and accepts the use of electronic signatures and the keeping of records in electronic form by any other party hereto in connection with the execution and storage hereof. To the extent that this Warrant or any agreement subject to the terms hereof or any amendment hereto is executed, recorded or delivered electronically, it shall be binding to the same extent as though it had been executed on paper with an original ink signature, as provided under applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act. The fact that this Warrant is executed, signed, stored or delivered electronically shall not prevent the transfer by any Holder of this Warrant pursuant to Section 6.4 or the enforcement of the terms hereof. To the extent that the original of this Warrant is an electronic original, this Warrant, and any copies hereof, shall NOt be deemed to be a 「certificated security」 within the meaning of Section 8102(a)(4) of the California Commercial Code. Physical possession of the original of this Warrant or any paper copy thereof shall confer no special status to the bearer thereof.
6.8
標題. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.