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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM
REGISTRATION.
WARRANT TO PURCHASE STOCK
Company: |
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Enerpulse, Inc., a Delaware corporation |
Number of Shares: |
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23,584 |
Class of Stock: |
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Series C Preferred |
Warrant Price: |
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$0.636 per share |
Issue Date: |
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December 14, 2011 |
Expiration Date: |
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The 10th anniversary after the Issue Date |
Credit Facility: |
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This Warrant is issued in connection with the Term Loan referenced in the Loan and Security Agreement between Company and Silicon Valley Bank dated December 14, 2011. |
THIS WARRANT CERTIFIES
THAT, for good and valuable consideration, SILICON VALLEY BANK (Silicon Valley Bank, together with any registered holder from time
to time of this Warrant or any holder of the shares issuable or issued upon exercise of this Warrant, "Holder") is entitled
to purchase the number of fully paid and nonassessable shares of the class of securities (the "Shares") of the
Company at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions
and upon the terms and conditions set forth in this Warrant.
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 Article 1.2,
Holder shall also deliver to the Company a check, wire transfer (to an account designated by the Company), or other form of payment
acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.
1.2 Conversion
Right. In lieu of exercising this Warrant as specified in Article 1.1, Holder may from time to time convert this Warrant, in
whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities
otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value
of one Share. The fair market value of the Shares shall be determined pursuant to Article 1.3.
Warrant (Enerpulse, Inc.) |
1.3 Fair
Market Value. If the Company’s common stock is traded in a public market and the Shares are common stock, the fair market
value of each Share shall be the closing price of a Share reported for the business day immediately before Holder delivers its
Notice of Exercise to the Company (or in the instance where the Warrant is exercised immediately prior to the effectiveness of
the Company’s initial public offering, the “price to public” per share price specified in the final prospectus
relating to such offering). If the Company’s common stock is traded in a public market and the Shares are preferred stock,
the fair market value of a Share shall be the closing price of a share of the Company’s common stock reported for the business
day immediately before Holder delivers its Notice of Exercise to the Company (or, in the instance where the Warrant is exercised
immediately prior to the effectiveness of the Company’s initial public offering, the initial “price to public”
per share price specified in the final prospectus relating to such offering), in both cases, multiplied by the number of shares
of the Company’s common stock into which a Share is convertible. If the Company’s common stock is not traded in a public
market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.
1.4 Delivery
of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant and, if applicable, the Company receives
payment of the aggregate Warrant Price, 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 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 shall execute
and deliver, in lieu of this Warrant, a new warrant of like tenor.
1.6 Treatment
of Warrant Upon Acquisition of Company.
1.6.1 "Acquisition".
For the purpose of this Warrant, "Acquisition" means any sale, license, or other disposition of all or substantially
all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company's
securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after
the transaction.
1.6.2 Treatment
of Warrant at Acquisition.
A) Upon the written request of the Company,
Holder agrees that, in the event of an Acquisition that is not an asset sale and in which the sole consideration is cash, either
(a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately
prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will expire upon
the consummation of such Acquisition. The Company shall provide Holder with written notice of its request relating to the foregoing
(together with such reasonable information as Holder may request in connection with such contemplated Acquisition giving rise to
such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition.
Warrant (Enerpulse, Inc.) |
B) Upon the written request of the Company,
Holder agrees that, in the event of an Acquisition that is an “arms length” sale of all or substantially all of the
Company’s assets (and only its assets) to a third party that is not an Affiliate (as defined below) of the Company (a “True
Asset Sale”), either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will
be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant,
this Warrant will continue until the Expiration Date if the Company continues as a going concern following the closing of any such
True Asset Sale. The Company shall provide Holder with written notice of its request relating to the foregoing (together with such
reasonable information as Holder may request in connection with such contemplated Acquisition giving rise to such notice), which
is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition.
C) Upon the closing of any Acquisition
other than those particularly described in subsections (A) and (B) above, the successor entity shall assume the obligations of
this Warrant, and this Warrant shall be exercisable for the same securities, cash, and 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 Warrant Price and/or number of Shares shall be adjusted accordingly.
As used herein “Affiliate”
shall mean any person or entity that owns or controls directly or indirectly ten (10) percent or more of the stock of Company,
any person or entity that controls or is controlled by or is under common control with such persons or entities, and each of such
person’s or entity’s officers, directors, joint venturers or partners, as applicable.
ARTICLE 2. ADJUSTMENTS TO THE SHARES.
2.1 Stock
Dividends, Splits, Etc. If the Company declares or pays a dividend on the Shares payable in common stock, or other securities,
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 occurred.
If the Company subdivides the Shares by reclassification or otherwise into a greater number of shares or takes any other action
which increase the amount of stock into which the Shares are convertible, the number of shares purchasable hereunder shall be proportionately
increased and the Warrant Price shall be proportionately decreased. If the outstanding shares are combined or consolidated, by
reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number
of Shares shall be proportionately decreased.
2.2 Reclassification,
Exchange, Combinations 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. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the
same class or series as the Shares to common stock pursuant to the terms of the Company's Articles or Certificate (as applicable)
of Incorporation upon the closing of a registered public offering of the Company's common stock. The Company or its successor shall
promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property
issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event
that results in a change of the number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment
to this 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 Warrant Price and to the number of securities or property
issuable upon exercise of the new Warrant. The provisions of this Article 2.2 shall similarly apply to successive reclassifications,
exchanges, substitutions, or other events.
Warrant (Enerpulse, Inc.) |
2.3 Adjustments
for Diluting Issuances. The Warrant Price and the number of Shares issuable upon exercise of this Warrant or, if the Shares
are preferred stock, the number of shares of common stock issuable upon conversion of the Shares, shall be subject to adjustment,
from time to time in the manner set forth in the Company’s Articles or Certificate of Incorporation as if the Shares were
issued and outstanding on and as of the date of any such required adjustment. The provisions set forth for the Shares in the Company’s
Articles or Certificate (as applicable) of Incorporation relating to the above in effect as of the Issue Date may not be amended,
modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights
associated with the Shares in the same manner as such amendment, modification or waiver affects the rights associated with all
other shares of the same series and class as the Shares granted to Holder.
2.4 No
Impairment. The Company shall not, by amendment of its Articles or Certificate (as applicable) of Incorporation 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 Fractional
Shares. No fractional Shares shall be issuable upon exercise or conversion of this 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 the
Warrant, the Company shall eliminate such fractional share interest by paying Holder the amount computed by multiplying the fractional
interest by the fair market value of a full Share.
2.6 Certificate
as to Adjustments. Upon each adjustment of the Warrant Price, the Company shall promptly notify Holder in writing, and, at
the Company’s expense, promptly compute such adjustment, and furnish Holder with a certificate of 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 Warrant Price in effect upon the date thereof and the series of adjustments leading to such
Warrant Price.
ARTICLE 3. REPRESENTATIONS AND COVENANTS
OF THE COMPANY.
3.1 Representations
and Warranties. The Company represents and warrants to Holder as follows:
(a) The
initial Warrant Price referenced on the first page of this Warrant is not greater than (i) the price per share at which the Shares
were last issued in an arms-length transaction in which at least $500,000 of the Shares were sold and (ii) the fair market
value of the Shares as of the date of this Warrant.
(b) All
Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable
upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free
of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities
laws.
Warrant (Enerpulse, Inc.) |
(c) The
Company’s capitalization table attached hereto as Schedule 1 is true and complete as of the Issue Date.
3.2 Notice
of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon any of its stock, whether
in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for sale any shares of the
Company's capital stock (or other securities convertible into such capital stock), other than (i) pursuant to the Company's stock
option or other compensatory plans, (ii) in connection with commercial credit arrangements or equipment financings, or (iii) in
connection with strategic transactions for purposes other than capital raising; (c) to effect any reclassification or recapitalization
of any of its stock; (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; or (e) offer holders of registration rights the opportunity
to participate in an underwritten public offering of the Company's securities for cash, 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 common stock will be entitled thereto) or
for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above; (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 will take place (and specifying
the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property
deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as
is given to the holders of such registration rights. Company will also provide information requested by Holder reasonably necessary
to enable Holder to comply with Holder’s accounting or reporting requirements.
3.3 Registration
Under Securities Act of 1933, as amended. The Company agrees that the Shares or, if the Shares are convertible into common
stock of the Company, such common stock, shall have certain “piggyback,” registration rights pursuant to and as set
forth in the Company’s Investor Rights Agreement or similar agreement. The provisions set forth in the Company’s Investors’
Right Agreement or similar agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived
without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the
Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the
same series and class as the Shares granted to Holder.
3.4 No
Shareholder Rights. Except as provided in this Warrant, Holder will not have any rights as a shareholder of the Company until
the exercise of this Warrant.
ARTICLE 4. REPRESENTATIONS, WARRANTIES
OF HOLDER. Holder represents and warrants to the Company as follows:
4.1 Purchase
for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder will be acquired for
investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within
the meaning of the Act. Holder also represents that Holder has not been formed for the specific purpose of acquiring this Warrant
or the Shares.
Warrant (Enerpulse, Inc.) |
4.2 Disclosure
of Information. Holder has received or has had full access to all the information it considers necessary or appropriate to
make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further
has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering
of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information
or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which
Holder has access.
4.3 Investment
Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder
has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic
risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial
or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying
securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or
controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances
of such persons.
4.4 Accredited
Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.
4.5 The
Act. Holder understands that this Warrant and the Shares issuable upon exercise or conversion hereof have not been registered
under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide
nature of Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon
any exercise or conversion hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable
state securities laws, or unless exemption from such registration and qualification are otherwise available.
ARTICLE 5. MISCELLANEOUS.
5.1 Term.
This Warrant is exercisable in whole or in part at any time and from time to time on or before the Expiration Date.
5.2 Legends. This
Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted
with a legend in substantially the following form:
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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL
COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION
IS EXEMPT FROM REGISTRATION.
Warrant (Enerpulse, Inc.) |
5.3 Compliance
with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable,
directly or indirectly, upon conversion of the Shares, if any) 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 Silicon Valley Bank (“Bank”) to provide an opinion of counsel if the transfer
is to Bank’s parent company, SVB Financial Group (formerly Silicon Valley Bancshares), or any other affiliate of Bank. Additionally,
the Company shall also not require an opinion of counsel if there is no material question as to the availability of current information
as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling
broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder's notice of proposed
sale.
5.4 Transfer
Procedure. After receipt by Bank of the executed Warrant, Bank will transfer all of this Warrant to SVB Financial Group by
execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing
the Company with written notice, SVB Financial Group and any subsequent Holder may transfer all or part of this Warrant or the
Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if
any) to any transferee, provided, however, in connection with any such transfer, SVB Financial Group or any subsequent Holder will
give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number
of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable).
The Company may refuse to transfer this Warrant or the Shares to any person who directly competes with the Company, unless, in
either case, the stock of the Company is publicly traded.
5.5 Notices.
All notices and other communications from the Company to Holder, or vice versa, shall be deemed delivered and effective when given
personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to
the Company or Holder, as the case may (or on the first business day after transmission by facsimile) be, in writing by the Company
or such Holder from time to time. Effective upon receipt of the fully executed Warrant and the initial transfer described in Article
5.4 above, all notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection
with a transfer or otherwise:
SVB Financial Group
Attn: Treasury Department
0000 Xxxxxx Xxxxx, XX 000
Xxxxx Xxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Notice to the Company shall be addressed
as follows until Holder receives notice of a change in address:
Enerpulse, Inc.
0000 Xxxxx Xxxxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxx Xxxxxx 00000
Attn:___________________________
Telephone: _______________
Facsimile: ________________
Warrant (Enerpulse, Inc.) |
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 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 Warrant 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 Holder.
5.9 Counterparts.
This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement.
5.10 Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving
effect to its principles regarding conflicts of law.
[Signature page follows.]
Warrant (Enerpulse, Inc.) |
“COMPANY” |
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Date: |
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ENERPULSE, INC., |
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a Delaware corporation |
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By: |
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By: |
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Name: |
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Name: |
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(Print) |
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(Print) |
Title: |
Chairman of the Board, President or Vice President |
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Title: |
Chief Financial Officer, Secretary, Assistant Treasurer or Assistant Secretary |
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“HOLDER” |
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SILICON VALLEY BANK |
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By: |
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Name: |
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(Print) |
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Title: |
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Warrant (Enerpulse, Inc.) |
SCHEDULE 1
CAPITALIZATION TABLE
Warrant (Enerpulse, Inc.) |
APPENDIX 1
NOTICE OF EXERCISE
1. Holder
elects to purchase ___________ shares of the Common/Series ______ Preferred [strike one] Stock of Enerpulse, Inc. pursuant to the
terms of the attached Warrant, and tenders payment of the purchase price of the shares in full.
[or]
1. Holder
elects to convert the attached Warrant into Shares/cash [strike one] in the manner specified in the Warrant. This conversion is
exercised for _____________________ of the Shares covered by the Warrant.
[Strike paragraph that
does not apply.]
2. Please
issue a certificate or certificates representing the shares in the name specified below:
3. By
its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Article
4 of the Warrant as the date hereof.
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HOLDER: |
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By: |
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Name: |
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Title: |
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(Date): |
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Warrant (Enerpulse, Inc.) |
APPENDIX 2
ASSIGNMENT
For
value received, Silicon Valley Bank hereby sells, assigns and transfers unto
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Name: |
SVB Financial Group |
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Address: |
0000 Xxxxxx Xxxxx (XX-000) |
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Xxxxx Xxxxx, XX 00000 |
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Tax ID: |
00-0000000 |
that
certain Warrant to Purchase Stock issued by Enerpulse, Inc. (the “Company”), on December 14, 2011 (the “Warrant”)
together with all rights, title and interest therein.
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SILICON VALLEY BANK |
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By: |
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Name: |
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Title: |
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By its execution below, and for the benefit
of the Company, SVB Financial Group makes each of the representations and warranties set forth in Article 4 of the Warrant and
agrees to all other provisions of the Warrant as of the date hereof.
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SVB Financial Group |
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By: |
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Name: |
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Title: |
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Warrant (Enerpulse, Inc.) |