EXHIBIT 10.8
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE 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 HEREOF, AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED.
WARRANT TO PURCHASE STOCK
Issuer iRobot Corporation, a Delaware corporation
Number of Shares 18,000, subject to adjustment
Class of Stock Common Stock, $ 01 par value per share
Exercise Price As set forth below
Issue Date January 30, 2003
Expiration Date January 29, 2010
FOR THE AGREED UPON VALUE of $1.00, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
this Warrant is issued to SILICON VALLEY BANK (together with its successors and
permitted assigns, "Holder") by iRobot Corporation, a Delaware corporation (the
"Company").
Subject to the terms and conditions hereinafter set forth, the Holder is
entitled upon surrender of this Warrant and the duly executed subscription form
annexed hereto as Appendix 1, at the office of the Company, 00 Xxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 or such other office as the Company shall notify
the Holder of in writing, to purchase from the Company up to Eighteen Thousand
(18,000) fully paid and non-assessable shares (the "Shares") of the Company's
common stock, $ 01 par value per share ("Common Stock") at a purchase price per
Share equal to the Exercise Price (as defined below). This Warrant may be
exercised in whole or in part at any time and from time to time until 5.00 PM,
Eastern time, on the Expiration Date set forth above, and shall be void
thereafter. Until such time as this Warrant is exercised in full or expires, the
Exercise Price and the Shares are subject to adjustment from time to time as
hereinafter provided.
As used herein:
"Additional Common Shares" means all Common Stock (including reissued
shares) Issued (or deemed to be issued pursuant to Section 2.5(j)) after the
Issue Date. Additional Common Shares does not include, however, any Common Stock
Issued in a transaction described in Sections 2.1 and 2.2 below, any Common
Stock Issued upon conversion of Options
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and Convertible Securities outstanding as of the Issue Date, the Shares, or
Options or Common Stock Issued pursuant to a stock option plan approved by the
Board of Directors of the Company as an incentive to, or in a nonfinancing
transaction to, employees, officers, directors, or consultants to the Company.
"Convertible Securities" means any evidences of indebtedness, shares of
stock, or other securities directly or indirectly convertible into or
exchangeable for Common Stock.
"Exercise Price" means either (a) $3.7415 (as adjusted from time to time
in accordance with the provisions hereof, the "Prior Round Price"), or (b) if a
Qualified Financing occurs prior to June 30, 2003, from and after the
consummation of the Qualified Financing, the lesser of (i) the Prior Round Price
and (ii) the Qualified Financing Price.
"Issue" means to grant, issue, sell, assume, or fix a record date for
determining persons entitled to receive, any security (including Options),
whichever of the foregoing is the first to occur.
"Option" means any right, option, or warrant to subscribe for, purchase,
or otherwise acquire Common Stock or Convertible Securities.
"Qualified Financing" means the first sale and issuance by the Company
after the Issue Date of this Warrant, in a single transaction or series of
related transactions, of shares of its convertible preferred stock or other
senior convertible equity securities to one or more investors for financing
purposes resulting in gross proceeds to the Company of at least $5,000,000.
"Qualified Financing Price" means the lesser of (a) the lowest price per
share for which shares of Qualified Financing Securities are sold or issued by
the Company in connection with the Qualified Financing, and (b) if options,
warrants or other rights to purchase, subscribe for or acquire Qualified
Financing Securities are sold or issued by the Company in connection with the
Qualified Financing, the lowest exercise, purchase, subscription or other
acquisition price payable to the Company for one share of Qualified Financing
Securities under any such option, warrant or other right to purchase, subscribe
for or otherwise acquire shares of Qualified Financing Securities.
"Qualified Financing Securities" means the class and/or series of
convertible preferred stock or other senior equity security sold or issued by
the Company in the Qualified Financing.
ARTICLE 1. EXERCISE.
1.1. Method of Exercise. Holder may exercise this Warrant by
delivering 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
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Section 1.2, Holder shall also deliver to the Company a check for the aggregate
Exercise Price for the Shares being purchased.
1.2. Conversion Right. In lieu of exercising this Warrant as
specified in Section 1.1, Holder may from time to time convert this Warrant, in
whole or in part, into a number of Shares determined as follows:
X = Y (A-B)/A
where
X = the number of Shares to be issued to the Holder
Y = the number of Shares with respect to which this
Warrant is being exercised
A = the Fair Market Value (as determined pursuant to
Section 1.3 below) of one Share
B = the Exercise Price
1.3. Fair Market Value.
1.3.1. If shares of Common Stock are traded on a nationally
recognized securities exchange or over the counter market, the fair market value
of one Share shall be the closing price of a share of Common Stock reported for
the business day immediately preceding the date of Holder's Notice of Exercise
to the Company.
1.3.2. If shares of Common Stock are not traded on a
nationally recognized securities exchange or over the counter market, the Board
of Directors of the Company shall determine the fair market value of a share of
Common Stock in its reasonable good faith judgment.
1.4. Delivery of Certrficate and New Warrant. Promptly after Holder
exercises or converts this Warrant, 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 right
to purchase 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, on surrender and cancellation of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new warrant of like tenor.
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1.6. Assumption on Sale, Merger, or Consolidation of the
Company.
1.6.1. "Acquisition". For the purpose of this Warrant,
"Acquisition" means any sale, transfer, exclusive license, or other disposition
of all or substantially all of the assets of the Company, or any acquisition,
reorganization, consolidation or merger of the Company where the holders of the
Company's outstanding voting equity securities immediately prior to the
transaction beneficially own less than a majority of the outstanding voting
equity securities of the surviving or successor entity immediately following the
transaction.
1.6.2. In connection with, and upon the closing of, any
Acquisition (other than an Acquisition in which the consideration received by
the Company's stockholders consists solely of cash), and as a condition
precedent thereto, the successor or surviving entity shall assume the
obligations of this Warrant, and this Warrant thereafter shall be exercisable
for the same kind and amount of securities and other 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 Exercise Price shall be adjusted such
that the product of (i) the Exercise Price in effect immediately prior to the
closing of such Acquisition, and (ii) the number of Shares then issuable upon
exercise of this Warrant, equals the product of (i) the number of shares or
other securities or property for which this Warrant shall be exercisable
immediately following the closing of such Acquisition, and (ii) the Exercise
Price in effect immediately following the closing of such Acquisition, and the
Exercise Price and number and class of Shares shall continue to be subject to
adjustment from time to time in accordance with the provisions hereof.
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 Common Stock, payable in Common Stock or
other securities, or subdivides the outstanding Common Stock into a greater
amount of Common Stock, 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 or subdivision occurred.
2.2. Reclassification, Exchange 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 a new
Warrant for such new securities or other property. The new 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 Exercise Price and to the number of securities or property
issuable upon
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exercise of the new Warrant. The provisions of this Section 2.2 shall similarly
apply to successive reclassifications, exchanges, substitutions, or other
events.
2.3. Adjustments for Combinations, Etc. If the outstanding shares of
Common Stock 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.
2.4. No Impairment. The Company shall not, by amendment of its
Certificate of Incorporation or by-laws, 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.
2.5. Adjustments for Diluting Issuances.
(a) Weighted Average Adjustment. If the Company issues Additional Common
Shares after the Issue Date and the consideration per Additional Common Share
(determined pursuant to subsection (i) below) is less than the Exercise Price in
effect immediately before such Issue (a "Diluting Issuance"), the Exercise Price
shall be reduced, concurrently with such Issue, to a price (calculated to the
nearest hundredth of a cent) determined by multiplying the Exercise Price by a
fraction.
(i) the numerator of which is the number of shares of Common Stock
outstanding immediately before such Issue plus the number of shares of Common
Stock that the aggregate consideration received by the Company for the
Additional Common Shares would purchase at the Exercise Price in effect
immediately before such Issue, and
(ii) the denominator of which is the number of shares of Common
Stock outstanding immediately before such Issue plus the number of such
Additional Common Shares.
(b) Adjustment to Number of Shares. Upon each adjustment of the Exercise
Price, the number of Shares issuable upon exercise of the Warrant shall be
increased to equal the quotient obtained by dividing (a) the product resulting
from multiplying (i) the number of Shares issuable upon exercise of the Warrant
and (ii) the Exercise Price, in each case as in effect immediately before such
adjustment, by (b) the adjusted Exercise Price.
(c) Securities Deemed Outstanding. For the purpose of this Section 2.5,
all securities issuable upon exercise of any outstanding Convertible Securities
or Options, warrants, or other rights to acquire securities of the Company shall
be deemed to be outstanding.
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(d) No Adjustment for Issuances Following Deemed Issuances. No adjustment
to the Exercise Price shall be made upon the exercise of Options or conversion
of Convertible Securities.
(e) Adjustment Following Changes in Terms of Options or Convertible
Securities. If the consideration payable to, or the amount of Common Stock
Issuable by, the Company increases or decreases, respectively, pursuant to the
terms of any outstanding Options or Convertible Securities, the Exercise Price
shall be recomputed to reflect such increase or decrease. The recomputation
shall be made as of the time of the Issuance of the Options or Convertible
Securities. Any changes in the Exercise Price that occurred after such Issuance
because other Additional Common Shares were Issued or deemed Issued shall also
be recomputed.
(f) Recomputation Upon Expiration of Options or Convertible Securities.
The Exercise Price computed upon the original Issue of any Options or
Convertible Securities, and any subsequent adjustments based thereon, shall be
recomputed when any Options or rights of conversion under Convertible Securities
expire without having been exercised. In the case of Convertible Securities or
Options for Common Stock, the Exercise Price shall be recomputed as if the only
Additional Common Shares Issued were the shares of Common Stock actually Issued
upon the exercise of such Securities, if any, and as if the only consideration
received therefor was the consideration actually received upon the Issue,
exercise or conversion of the Options or Convertible Securities. In the case of
Options for Convertible Securities, the Exercise Price shall be recomputed as if
the only Convertible Securities Issued were the Convertible Securities actually
Issued upon the exercise thereof, if any, and as if the only consideration
received therefor was the consideration actually received by the Company
(determined pursuant to subsection (i)), if any, upon the Issue of the Options
for the Convertible Securities.
(g) Limit on Readjustments. No readjustment of the Exercise Price pursuant
to Sections (e) or (f) shall increase the Exercise Price by more than the amount
of any decrease made in respect of the Issue of any Options or Convertible
Securities with respect to which such readjustment is made.
(h) 30 Day Options. In the case of any Options that expire by their terms
not more than 30 days after the date of Issue thereof, no adjustment of the
Exercise Price shall be made until the expiration or exercise of such Options.
(i) Computation of Consideration. The consideration received by the
Company for the Issue of any Additional Common Shares shall be computed as
follows.
(i) Cash. shall be valued at the amount of cash received by the
Company, excluding amounts paid or payable for accrued interest or accrued
dividends.
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(ii) Property. Property other than cash shall be computed at the
fair market value thereof at the time of the Issue as determined in good faith
by the Board of Directors of the Company.
(iii) Mixed Consideration. The consideration for Additional Common
Shares Issued together with other property of the Company for consideration that
covers both shall be determined in good faith by the Board of Directors.
(iv) Options and Convertible Securities. The consideration per
Additional Common Share for Options and Convertible Securities shall be
determined by dividing.
(x) the total amount, if any, received or receivable by the
Company for the Issue of the Options or Convertible Securities, plus the minimum
amount of additional consideration (as set forth in the instruments relating
thereto, without regard to any provision contained therein for a subsequent
adjustment of such consideration) payable to the Company upon exercise of the
Options or conversion of the Convertible Securities, by
(y) the maximum amount of Common Stock (as set forth in the
instruments relating thereto, without regard to any provision contained therein
for a subsequent adjustment of such number) ultimately issuable upon the
exercise of such Options or the conversion of such Convertible Securities.
(j) Deemed Issuance of Additional Common Shares. The shares of Common
Stock ultimately issuable upon exercise of an Option (including the shares of
Common Stock ultimately issuable upon conversion or exercise of a Convertible
Security issuable pursuant to an Option) are deemed to be Issued when the Option
is Issued. The shares of Common Stock ultimately issuable upon conversion or
exercise of a Convertible Security (other than a Convertible Security Issued
pursuant to an Option) shall be deemed Issued upon Issuance of the Convertible
Security. The maximum amount of Common Stock issuable is determined without
regard to any future adjustments permitted under the instrument creating the
Options or Convertible Securities.
2.6. 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 this Warrant, the Company shall
eliminate such fractional Share interest by paying Holder an amount computed by
multiplying such fractional interest by the Fair Market Value (determined in
accordance with Section 1.3 above) of one Share.
2.7. Certificate as to Adjustments. Upon each adjustment of the
Exercise Price, number of Shares or class of security for which this Warrant is
exercisable, the Company at its expense shall promptly compute such adjustment,
and furnish Holder with a certificate of
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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 Exercise Price, number of Shares and
class of security for which this Warrant is exercisable in effect upon the date
thereof and the series of adjustments leading to such Exercise Price, number of
Shares and class of security.
ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.
3.1. Representations and Warranties. The Company hereby represents
and warrants to the Holder as follows.
(a) All Shares which may be issued upon the due exercise of
this Warrant shall, upon issuance, be duly authorized, validly issued, fully
paid and non-assessable, 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 covenants that it shall at all times cause to
be reserved and kept available out of its authorized and unissued shares such
number of shares of its Common Stock and other securities as will be sufficient
to permit the exercise in full of this Warrant and the conversion or exchange of
such Common Stock into or for such other securities.
(c) On and as of the date hereof, (i) $3.7415 is the lowest
price per share for which shares of the Company's Series D Convertible Preferred
Stock, $ 01 par value per share ("Series D Stock"), have been sold or issued by
the Company, and the lowest exercise or conversion price per share for which
shares of Series D Stock may be purchased or acquired upon the exercise or
conversion of outstanding securities exercisable or convertible by their terms
for shares of Series D Stock, and (ii) the Common Stock conversion price in
effect for shares of Series D Stock as determined pursuant to the Company's
Certificate of Incorporation, as amended, is $3.7415.
3.2. Notice of Certain Events. If the Company proposes at any time
(a) to declare any dividend or distribution upon its outstanding Common Stock,
whether in cash, property, stock, or other securities and whether or not a
regular cash dividend, (b) to offer for subscription pro rata to the holders of
Common Stock any additional shares of stock of any class or series or other
rights, (c) to effect any reclassification or recapitalization of any of its
securities, or (d) to merge or consolidate with or into any other corporation,
or sell, lease, license, or convey all or substantially all of its assets, 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 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 10 days prior written notice of the date when the same
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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. Registration Under Securities Act of 1933, as amended. The
Shares issued and issuable hereunder shall have certain incidental or
"piggyback" registration rights pursuant to, and as set forth in, that certain
Third Amended and Restated Registration Rights Agreement dated as of August 24,
2001 among the Company and the other parties named therein (the "Registration
Rights Agreement"). The Company shall execute and deliver an amendment or
joinder agreement with Holder for the purpose of effecting the foregoing grant
of registration rights. The Company represents and warrants to Holder that the
Company's foregoing grant of registration rights and its execution, delivery and
performance of the aforementioned amendment or joinder agreement (a) have been
duly authorized by all necessary corporate action of the Company's Board of
Directors and shareholders, (b) will not violate the Certificate or the
Company's by-laws, each as amended, (c) will not violate or cause a breach or
default (or an event which with the passage of time or the giving of notice or
both, would constitute a breach or default) under any agreement, instrument,
mortgage, deed of trust or other arrangement to which the Company is a party or
by which it or any of its assets is subject or bound, and (d) do not require the
approval, consent or waiver of or by any shareholder, registration rights holder
or other third party which approval, consent or waiver has not been obtained as
of the date of issuance of this Warrant.
ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF THE HOLDER.
4.1. Purchase for Own Account. Except for transfers to Holder's
affiliates, 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.
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 can 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.
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
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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 1/30/03, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
5.3. Compliance with Securities Laws on Transfer. This Warrant and
the Shares 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 Silicon Valley
Bancshares or other affiliate of Silicon Valley Bank.
5.4. Transfer Procedure. Following its receipt of this executed
Warrant, Silicon Valley Bank will transfer same in whole or in part to its
parent corporation Silicon Valley Bancshares, and thereafter Holder and/or
Silicon Valley Bancshares may, subject to Section 5.3 above, transfer all or
part of this Warrant and/or the Shares at any time and from time to time by
giving the Company notice of the portion of the Warrant and/or Shares being
transferred setting forth the name, address and taxpayer identification number
of the transferee and surrendering this Warrant to the Company for reissuance to
the transferee(s) (and Holder if applicable), provided, that at all times prior
to the Company's IPO, Holder shall not, without the prior written consent of the
Company, transfer this Warrant (or any part hereof) or any Shares to any person
who directly competes with the Company, unless such transfer is in connection
with an Acquisition of the Company by any such person.
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, or sent via reputable overnight courier
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service, fee prepaid, at such address as may have been furnished to the Company
or the Holder, as the case may be, in writing by the Company or such holder from
time to time, but in all cases, unless instructed in writing otherwise, the
Company shall deliver a copy of all notices to Holder to Silicon Valley Bank,
Treasury Department, 0000 Xxxxxx Xxxxx, XX 000, Xxxxx Xxxxx, Xxxxxxxxxx 00000.
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. Attorneys 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. 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.
5.9. No Rights as a Shareholder. Except as specifically provided in
this Warrant, Holder shall have no rights as a shareholder of the Company in
respect of the Shares issuable hereunder unless and until Holder exercises this
Warrant as to all or any of such Shares.
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
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IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Stock
to be executed as an instrument under seal by its duly authorized representative
as of the date first above written.
ATTEST "COMPANY"
iROBOT CORPORATION
By /s/ Xxxxx Xxxxx By /s/ Xxxxx Xxxxxxx
--------------------------- ------------------------------
Name Xxxxx Xxxxx Name Xxxxx Xxxxxxx
Title CEO Title President
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APPENDIX 1
NOTICE OF EXERCISE
1. The undersigned hereby elects to purchase _______ shares of
the __________ stock of ___________________ pursuant to Section 1.1 of the
attached Warrant, and tenders herewith payment of the Exercise Price of such
shares in full.
1. The undersigned hereby elects to convert the attached Warrant into
Shares in the manner specified in Section 1.2 of the attached Warrant. This
conversion is exercised with respect to __________ of shares of the
_____________________ Stock of ______________.
[Strike paragraph that does not apply]
2. Please issue a certificate or certificates representing said shares in
the name of the undersigned or in such other name as is specified below.
_______________________________________
(Name)
_______________________________________
_______________________________________
(Address)
3. The undersigned represents it is acquiring the shares solely for its
own account and not as a nominee for any other party and not with a view toward
the resale or distribution thereof except in compliance with applicable
securities laws.
________________________________
(Signature)
________________
(Date)
ASSIGNMENT
FOR VALUE RECEIVED, SILICON VALLEY BANK HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO
NAME SILICON VALLEY BANCSHARES
ADDRESS 0000 XXXXXX XXXXX (XX-000)
XXXXX XXXXX, XX 00000
TAX ID 00-0000000
THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY IROBOT CORPORATION (THE
"COMPANY"), ON JANUARY 30, 2003 (THE "WARRANT") TOGETHER WITH ALL RIGHTS, TITLE
AND INTEREST THEREIN.
SILICON VALLEY BANK
By /s/ Xxxx Xxxxx
---------------------------
Name Xxxx Xxxxx
Title SVP
Date 2/3/03
By its execution below, and for the benefit of the Company, Silicon Valley
Bancshares makes each of the representations and warranties set forth in Article
4 of the Warrant as of the date hereof.
SILICON VALLEY BANCSHARES
By /s/ Xxxxxxxx Xxxxx
--------------------------
Name Xxxxxxxx Xxxxx
Title Treasurer
