0001193125-14-256995 Sample Contracts

CONSENT TO SUBLEASE
Attornment Agreement • July 1st, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus

This Consent to Sublease (“Consent”) is dated for reference purposes the 23rd day of May, 2014 and is entered into by and among Capnia, Inc., a Delaware corporation (“Tenant”), Silicon Valley Finance Group, a Delaware corporation (“Subtenant”) and The Realty Associates Fund VII, L.P., a Delaware limited partnership (“Landlord”), with reference to the following recitals:

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CAPNIA, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 20, 2008
Rights Agreement • July 1st, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • California

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of March 20, 2008, by and among CAPNIA, INC., a Delaware corporation (the “Company”), the individuals and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”) and certain holders of Common Stock listed on Schedule B hereto (each, a “Common Holder” and collectively, the “Common Holders”). This Agreement amends, supersedes and replaces the Company’s Amended and Restated Investors’ Rights Agreement, dated October 23, 2006 (the “Prior Agreement”).

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