XENOPORT, INC. WARRANT TO PURCHASE [____] SHARES OF COMMON STOCKXenoport Inc • December 30th, 2008 • Pharmaceutical preparations • California
This Certifies That, for value received, [___], or permitted registered assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from XenoPort, Inc., a Delaware corporation (the “Company”), up to [___] shares of the common stock of the Company, par value $.001 per share (the “Common Stock”). This warrant is one of a series of warrants issued by the Company as of the date hereof (individually a “Warrant”; collectively, “Company Warrants”) pursuant to those certain purchase agreements between the Company and each of the Investors, each dated as of December 30, 2008 (each, a “Purchase Agreement”).
PURCHASE AGREEMENTPurchase Agreement • December 30th, 2008 • Xenoport Inc • Pharmaceutical preparations • California
disclosed to each of the Investors prior to the date hereof; (4) the undersigned may enter into a 10b5-1 plan during the Lock-Up Period if sales under such plan do not occur until after the expiration of the Lock-Up Period; (5) the undersigned may “net” exercise outstanding options or warrants to purchase Common Stock in accordance with their terms; (6) the undersigned may transfer shares of Common Stock to the Company to satisfy tax withholding obligations pursuant to Company equity compensation plans or arrangements; and (7) the undersigned may transfer shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock pursuant to a sale or an offer to purchase 100% of the outstanding Common Stock, whether pursuant to a merger, tender offer or otherwise, to a third party or group of third parties; provided, however, that in each of (1) and (2) above, it shall be a condition to the transfer or distribution that (i) the transferee execute a copy of th
