Common use of Qualifying Public Offering Clause in Contracts

Qualifying Public Offering. If the Company shall effect a firm commitment underwritten public offering of shares of Common Stock which results in the conversion of the Preferred Stock into Common Stock pursuant to the Company's Articles of Incorporation in effect immediately prior to such offering, then, effective upon such conversion, this Warrant shall change from the right to purchase shares of Preferred Stock to the right to purchase shares of Common Stock, and the Holder shall thereupon have the right to purchase, at a total price equal to that payable upon the exercise of this Warrant in full, the number of shares of Common Stock which would have been receivable by the Holder upon the exercise of this Warrant for shares of Preferred Stock immediately prior to the such conversion of such shares of Preferred Stock into shares of Common Stock, and in such event appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including, without limitation, provisions for the adjustment of the Purchase Price and of the number of shares purchasable upon exercise of this Warrant) shall thereafter be applicable to any shares of Common Stock deliverable upon the exercise hereof. Dated: December 2 , 1994 SYMPHONIX DEVICES, INC, ---------------------- ----- /s/ XXXXX X. XXXXXXX ----------------------------- (Corporate Seal) By: Xxxxx X. Xxxxxxx ------------------------- Title: President ---------------------- Attest: ------------------------------------

Qualifying Public Offering. If the Company shall effect a firm commitment underwritten public offering of shares of Common Stock which results in the conversion of the Preferred Common Stock into Common Stock pursuant to the Company's ’s Articles of Incorporation in effect immediately prior to such offering, then, effective upon such conversion, this Warrant shall change from the right to purchase shares of Preferred Common Stock to the right to purchase shares of Common Stock, and the Holder shall thereupon have the right to purchase, at a total price equal to that payable upon the exercise of this Warrant in full, the number of shares of Common Stock which would have been receivable by the Holder upon the exercise of this Warrant for shares of Preferred Common Stock immediately prior to the such conversion of such shares of Preferred Common Stock into shares of Common Stock, and in such event appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including, without limitation, the provisions for the adjustment of the Purchase Price and of the number of shares purchasable upon exercise of this WarrantWarrant and the provisions relating to the net issue election) shall thereafter be applicable to any shares of Common Stock deliverable upon the exercise hereof. Dated: December 2 , 1994 SYMPHONIX DEVICESANACOR PHARMACEUTICALS, INC, ---------------------- ----- /s/ XXXXX X. XXXXXXX ----------------------------- (Corporate Seal) . By: Xxxxx /s/ Xxxx X. Xxxxxxx ------------------------- Day Name: Xxxx X. Day Title: President ---------------------- AttestVP Finance Subscription To: ------------------------------------Date: The undersigned hereby subscribes for _______________ shares of Common Stock covered by this Warrant. The certificate(s) for such shares shall be issued in the name of the undersigned or as otherwise indicated below: Signature Name for Registration Mailing Address

Qualifying Public Offering. If the Company shall effect a firm commitment underwritten public offering of shares Public Offering of Common Stock Shares which results in the conversion of the Preferred Stock Shares into Common Stock Shares pursuant to the Company's ’s Articles of Incorporation in effect immediately prior to such offering, then, effective upon such conversion, this Warrant shall change from the right to purchase shares of Preferred Stock Shares to the right to purchase shares of Common StockShares, and the Holder shall thereupon have the right to purchase, at a total price equal to that payable upon the exercise of this Warrant in full, the number of shares of Common Stock Shares which would have been receivable by the Holder upon the conversion into Common Shares of all Preferred Shares then issuable upon exercise of this Warrant for shares of Preferred Stock immediately prior to the such conversion of such shares of Preferred Stock into shares of Common StockWarrant, and in such event appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including, without limitation, the provisions for the adjustment of the Purchase Price and of the number of shares purchasable upon exercise of this WarrantWarrant and the provisions relating to the net issue election) shall thereafter be applicable to any shares of Common Stock Shares deliverable upon the exercise hereof. Dated: December 2 , 1994 SYMPHONIX DEVICES, ENERKEM INC, ---------------------- ----- /s/ XXXXX X. XXXXXXX ----------------------------- (Corporate Seal) . By: Xxxxx X. Xxxxxxx ------------------------- Name: Title: President ---------------------- AttestACKNOWLEDGED AND AGREED, this , 2011 LIGHTHOUSE CAPITAL PARTNERS VI, L.P., by LIGHTHOUSE MANAGEMENT PARTNERS VI, L.L.C., its general partner By: ------------------------------------Name: Title: Subscription To: Date: The undersigned hereby subscribes for Preferred Shares covered by this Warrant. The certificate(s) for such shares shall be issued in the name of the undersigned or as otherwise indicated below: Signature Name for Registration Mailing Address

Qualifying Public Offering. If the Company shall effect a firm commitment underwritten public offering of shares of Common Stock which results in the conversion of the Preferred Stock into Common Stock pursuant to the Company's Articles of Incorporation in effect immediately prior to such offering, then, effective upon such conversion, this Warrant shall change from the right to purchase shares of Preferred Stock to the right to purchase shares of Common Stock, and the Holder shall thereupon have the right to purchase, at a total price equal to that payable upon the exercise of this Warrant in full, the number of shares of Common Stock which would have been receivable by the Holder upon the exercise of this Warrant for shares of Preferred Stock immediately prior to the such conversion of such shares of Preferred Stock into shares of Common Stock, and in such event appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including, without limitation, the provisions for the adjustment of the Purchase Price and of the number of shares purchasable upon exercise of this WarrantWarrant and the provisions relating to the net issue election) shall thereafter be applicable to any shares of Common Stock deliverable upon the exercise hereof. Dated: December 2 , 1994 SYMPHONIX DEVICESANACOR PHARMACEUTICALS, INC, ---------------------- ----- /s/ XXXXX X. XXXXXXX ----------------------------- (Corporate Seal) . By: Xxxxx /s/ XXXX X. Xxxxxxx ------------------------- DAY Name: Xxxx X. Day Title: President ---------------------- Attest: ------------------------------------Vice President, Finance Signature Page to Preferred Stock Purchase Warrant—Series E, January 1, 2010