THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.

Plain English Warrant Agreement

This is a PLAIN ENGLISH WARRANT AGREEMENT dated [DATE] by and between [COMPANY], a Delaware corporation, and [COUNTERPARTY], a Delaware limited liability company.

The words “We”, “Us”, or “Our” refer to the warrant holder, which is [COUNTERPARTY].The words “You” or “Your” refers to the issuer, which is [COMPANY], and not to any individual. The words “The Parties” refers to both [COUNTERPARTY] and [COMPANY].This Plain English Warrant Agreement may be referred to as the “Warrant Agreement”.

The Parties have entered into a Plain English Growth Capital Loan and Security Agreement dated as of [DATE], as amended from time to time, the “Loan Agreement”.

In consideration of such Loan Agreement, the Parties agree to the following mutual agreements and conditions set forth below:

WHAT YOU AGREE TO GRANT US

You grant to Us and We are entitled, upon the terms and subject to the conditions set forth in this Warrant Agreement, to purchase from You, at a price per share equal to the Exercise Price, (i) that number of fully-paid, and non-assessable shares of Warrant Stock equal to the quotient obtained by dividing (i) the Part 1 Warrant Coverage ([AMOUNT]) by (ii) the Exercise Price (rounded up to the nearest share) (the “Part 1 Warrant Shares”) and (ii) upon Your delivery and Our acceptance of a Commitment Increase Request Notice, an additional number of fully-paid, and non-assessable shares of Warrant Stock equal to the quotient obtained by dividing (i) the Part 2 Warrant Coverage ([AMOUNT]) by (ii) the Exercise Price (rounded up to the nearest share) (the “Part 2 Warrant Shares”) (the “Part 2 Exercisability Condition”). You shall not be obligated to deliver a Commitment Increase Request Notice and any such delivery shall be in Your sole discretion. In the event that You do not deliver a Commitment Increase Request Notice or You deliver a Commitment Increase Request Notice and such notice is not accepted by Us, We shall not be entitled to purchase the Part 2 Warrant Shares in any manner.

The Part 1 Warrant Shares and Part 2 Warrant Shares shall be collectively referred to as the “Warrant Shares”.