Effective Date

Warrant Number

Loan Facility Number

Warrant Coverage

Part 1: Tranche A: $_______ (___% of $____________) or $____________ (____% of $____________); Tranche B: $_______ (___% of $____________) or $_______ (___% of $____________) , each as provided in Section 1 below.

Part 2: $_______ (___% of $____________), or $_______ (___% of $____________) , as provided in Section 1 below, in either case upon the availability of the Part 2 Commitment Amount and as provided in Section 1 below.

The Warrant Coverage is subject to adjustment as set forth in Section 1 of this Warrant Agreement.

Number of Shares

Part 1: Tranche A: _______; Tranche B: ____________

Part 2: ____________

The Number of Shares for each of Part 1 and Part 2 is subject to adjustment as set forth in Sections 1 and 4 of this Warrant Agreement.

Price Per Share

Parts 1 and 2: $________, subject to adjustment as set forth in Sections l and 4 of this Warrant Agreement.

Type of Stock

Parts 1 and 2: Series C Preferred Stock, subject to adjustment as set forth in Sections 1 and 4 of this Warrant Agreement.

Name

Address For Notices

Contact Person

Customer Name

Address For Notices

Contact Person

1301 Sansome Street

San Francisco, CA 94111

Phil Moon

Tel: 800-231-8527

email: pmoon@grove.co

WHAT YOU AGREE TO GRANT US

Tranche A. 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, that number of fully paid and non-assessable shares of Your Warrant Stock equal to either (a) _____________________ ($____________), divided by the Exercise Price or (b) in the event a minimum of $_____________________ is advanced under the Part 1 Commitment Amount on or before _____________________, _____________________ Dollars ($________________), divided by the Exercise Price.

Tranche B. Upon the availability of the Part 1 Tranche B Commitment Amount under the Loan Agreement, 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, that number of fully paid and non-assessable shares of Your Warrant Stock equal to either (a) _____________________ Dollars ($________________), divided by the Exercise Price or (b) in the event a minimum of $__________________ is advanced under the Part l Commitment Amount on or before _____________________, _____________________ Dollars ($_____________________), divided by the Exercise Price.

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK.

HOW WE MAY PURCHASE YOUR WARRANT STOCK.

    X = Y(A-B)

                 A

if Your common stock is traded on a securities exchange, the fair market value of the Warrant Stock shall be the product of (x) the average of the closing prices of Your common stock over a ____ (__) day period ending ____ (__) days before the day the current fair market value of the Warrant Stock is being determined and (y) the number of shares of Your common stock into which each share of Warrant Stock is convertible at the time of such exercise; or

if Your common stock is actively traded over-the-counter, the fair market value of the Warrant Stock shall be the product of (x) the average of the closing bid and asked prices of Your common stock over the ____ (__) day period ending ____ (__) days before the day the current fair market value of the Warrant Stock is being determined and (y) the number of shares of Your common stock into which each share of Warrant Stock is convertible at the time of such exercise.

Your common stock is not listed on any securities exchange or the over-the-counter market, the current fair market value of one share of Warrant Stock shall be the product of (x) the fair market value of a share of Your common stock (the highest price per share which You could obtain from a willing buyer (not a current employee or director) for shares of common stock sold, from authorized but unissued shares), as determined in good faith by Your Board of Directors, and (y) the number of shares of common stock into which each share of Warrant Stock is convertible at the time of such exercise. Notwithstanding the foregoing, however, if You shall become subject to a merger, acquisition or other consolidation pursuant to which holders of Warrant Stock shall be entitled to receive cash, securities or other property, then the fair market value of the Warrant Stock shall be deemed to be the value received by the holders of the Warrant Stock (on a common equivalent basis) pursuant to such merger or acquisition or other consolidation.

WHEN WILL THE NUMBER OF SHARES AND EXERCISE PRICE CHANGE.

If You are Acquired. Subject to Section 2, if at any time: (i) there is a reorganization of Your stock (other than a reclassification, exchange or subdivision of Your stock otherwise provided for in this Warrant Agreement); or (ii) You consummate a Deemed Liquidation Event (as defined in Your Certificate of Incorporation as amended through the Effective Date (Your “Certificate of Incorporation”)) and a waiver of such Deemed Liquidation Event by Your shareholders shall not apply to Us (each such event referred to as a

If You Reclassify Your Stock. If at any time, other than in connection with a Merger Event covered above, You combine, reclassify, exchange or subdivide Your securities or otherwise change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement will thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change.

If You Subdivide or Combine Your Shares. If at any time, other than in connection with a Merger Event covered above, You combine or subdivide the Warrant Stock, the Exercise Price will be proportionately decreased in the case of a subdivision, or proportionately increased in the case of a combination.

If You Pay Stock Dividends. If at any time, other than in connection with a Merger Event covered above, You pay a dividend payable in, or make any other distribution (except any distribution specifically provided for in the above paragraphs) of the Warrant Stock, then the Exercise Price shall be adjusted, from and after the record date of such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the total number of all shares of the Warrant Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of all shares of the Warrant Stock outstanding immediately after such dividend or distribution. We will thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Warrant Stock (calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Warrant Stock issuable upon the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.

“Pay to Play” Rights. In the event that We have not exercised this Warrant as to all the Warrant Stock and any “pay to play” terms or conditions (i.e. terms or conditions that require a holder of shares of Your preferred stock (the “Preferred Stock”) to purchase securities in a future round of equity financing or else lose the benefit of anti-dilution protections applicable to shares of Preferred Stock or have such shares of Preferred Stock automatically convert into common stock or another class or series of capital stock) in Your Certificate of Incorporation are triggered in connection with any sale or issuance of securities (a “Trigger Event”), then, in each such event the purchase rights remaining under this Warrant Agreement shall automatically adjust to provide Us, upon the later exercise hereof, with the same securities and/or rights that We would have received had We (x) exercised such portion of this Warrant Agreement prior to such Trigger Event, and (y) participated in the applicable equity financing in an amount sufficient to be deemed to have fully participated for purposes of such “pay to play” provision.

If You Change the Antidilution Rights of the Warrant Stock or Issue New Preferred or Convertible Stock. All antidilution rights applicable to the Warrant Stock purchasable under this Warrant Agreement are as set forth in Your Certificate of Incorporation. You will promptly provide Us with any restatement, amendment; modification of or waiver of any right, in each case that relates to the Warrant Stock, under Your Certificate of Incorporation.

WE CAN TRANSFER THIS WARRANT AGREEMENT.

REPRESENTATIONS, WARRANTIES, AND COVENANTS FROM YOU.

Reservation of Warrant Stock. The Warrant Stock issuable upon exercise of Our rights under this Warrant Agreement will be duly and validly reserved (with it being acknowledged that, prior to the Next Round, You have not reserved any shares of the Next Round that this Warrant Agreement may be exercisable for) and when issued in accordance with the provisions of this Warrant Agreement will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, however, that the Warrant Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. Upon Our exercise, You will issue to Us certificates for shares of Warrant Stock without charging Us any tax, or other cost incurred by You in connection with such exercise and the related issuance of shares of Warrant Stock. You will not be required to pay any tax, which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than ________________________.

Due Authority. Your execution and delivery of this Warrant Agreement and the performance of Your obligations hereunder, including the issuance to Us of the right to acquire the shares of Warrant Stock, have been duly authorized by all necessary corporate action on Your part and this Warrant Agreement is not inconsistent with Your Certificate of Incorporation or Bylaws, do not contravene any law or governmental rule, regulation or order applicable to it, do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, material contract or other instrument to which You are a party or by which You are bound, and this Warrant Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law or principles at equity governing specific performance, injunctive relief and other equitable remedies.

Consents and Approvals. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, Federal or other governmental authority or agency is required with respect to execution, delivery and Your performance of Your obligations under this Warrant Agreement, except for the corporate approvals in connection with the Next Round and the filing of any required notices pursuant to Federal and state securities laws, which filings will be effective by the times required thereby.

Issued Securities. All of Your issued and outstanding shares of common stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of common stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition, as of the Effective Date, and immediately prior to the issuance of this Warrant, Our capitalization is as set forth in the attached Schedule 1.

Other Commitments to Register Securities. Except as set forth in this Warrant Agreement and the Investors’ Rights Agreement, You are not, pursuant to the terms of any other agreement currently in existence, under any obligation to register under the 1933 Act any of Your presently outstanding securities or any of Your securities which may hereafter be issued.

Exempt Transaction. Subject to the accuracy of Our representations in Section 7 hereof, the issuance of the Warrant Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Compliance with Rule 144. We may sell the Warrant Stock issuable hereunder in compliance with Rule 144 promulgated by the Securities and Exchange Commission. Within ____ (__) days of Our request, You agree to furnish Us, a written statement confirming Your compliance with the filing requirements of the Securities and Exchange Commission as set forth in such Rule 144, as may be amended.

No Impairment. Except as set forth herein, You agree not to, by amendment of Your Certificate of Incorporation, by-laws or other organizational or charter documents 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 Agreement by You, but shall at all times in good faith assist in carrying out of all the provisions of this Warrant Agreement and in taking all such action as may be necessary or appropriate to protect Our rights under this Warrant Agreement against impairment. However, notwithstanding the foregoing, You shall not be deemed to have impaired Our rights if You amend, restate, modify or waive any provisions of Your Certificate of Incorporation (by amendment, merger, reclassification, recapitalization or otherwise), or the holders of Your preferred stock waive their rights thereunder, in a manner that does not (individually or when considered in the context of any other actions being taken in connection with such amendments or waivers) the rights, privileges, preferences, restrictions and limitations of the Warrant Stock in a manner different from the effect that such amendments, restatements, modifications or waivers have generally on the rights, privileges, preferences, restrictions and limitations of the then outstanding securities of You that are of the same series and class as the Warrant Stock, it being expressly understood that an amendment, restatement, modification or waiver that applies equally to all holders of the class and/or series of securities then issuable upon exercise of this Warrant that has a different economic effect on You shall not be deemed to affect the rights, privileges, preferences, restrictions and limitations of the Warrant Stock in a manner different from the effect that such amendments, restatements, modification or waivers have generally on the rights, privileges, preferences, restrictions and limitations of the then outstanding securities of You that are of the same series and class as the Warrant Stock.

OUR REPRESENTATIONS AND COVENANTS TO YOU.

Investment Purpose. The right to acquire Warrant Stock or the Warrant Stock issuable upon exercise of Our rights contained herein and the common stock issuable upon conversion will be acquired for investment purposes and not with a view to the sale or distribution of any part thereof, and We have no present intention of selling or engaging in any public distribution of the same in violation of the 1933 Act.

Private Issue. We understand (i) that this Warrant Agreement, the Warrant Stock issuable upon exercise of this Warrant Agreement and the common stock issuable upon conversion of the Warrant Stock are not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that Your reliance on such exemption is predicated on the representations set forth in this Section 7.

Disposition of Our Rights. In no event will We make a disposition of any of Our rights to acquire Warrant Stock or Warrant Stock issuable upon exercise of such rights or the common stock issuable upon conversion of the Warrant Stock unless and until (i) We shall have notified You in writing of the proposed disposition, and (ii) the transferee agrees to be bound in writing to the applicable terms and conditions of this Warrant Agreement, and (iii) if You request, We shall have furnished You with an opinion of counsel satisfactory to You and Your counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of Our rights to acquire Warrant Stock or Warrant Stock issuable on the exercise of such rights or the common stock issuable upon conversion of the Warrant Stock do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of Warrant Stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (3) a letter shall

have been issued to You at Our request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to You at Our request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the holder of a share of Warrant Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from You, without expense to such holder, one or more new certificates for the Warrant or for such shares of Warrant Stock not bearing any restrictive legend referring to 1933 Act registration or exemption.

Financial Risk. We have such knowledge and experience in financial and business matters and knowledge of Your business affairs and financial condition as to be capable of evaluating the merits and risks of Our investment, and have the ability to bear the economic risks of Our investment.

Risk of No Registration. We understand that if You do not register with the Securities and Exchange Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the “1934 Act”), or file reports pursuant to Section 15(d), of the 1934 Act, or if a registration statement covering the securities under the 1933 Act is not in effect when We desire to sell (i) the rights to purchase Warrant Stock pursuant to this Warrant Agreement, or (ii) the Warrant Stock issuable upon exercise of the right to purchase, or (iii) the common stock issuable upon conversion of the Warrant Stock, We may be required to hold such securities for an indefinite period. We also understand that any sale of Our right to purchase Warrant Stock or Warrant Stock or common stock issuable upon conversion of the Warrant Stock, which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

Accredited Investor. We are an “accredited investor” within the meaning of the Securities and Exchange Rule 501 of Regulation D of the 1933 Act, as presently in effect.

“Market Stand-Off” Agreement. With respect to this Warrant, the Warrant Stock and any shares of common stock issuable upon conversion of the Warrant Stock, We hereby agree to be bound by the “Market Stand-off’ provisions in Section _____ of Your Investors’ Rights Agreement (as defined below). Notwithstanding the foregoing, in no event shall such market stand-off agreement restrict Our ability to exercise Our purchase rights under this Warrant Agreement, including the transfer of common stock to You solely to satisfy the exercise price pursuant to the net issuance method and if there is any conflict between the Investors’ Rights Agreement and this subsection, this subsection shall control.

NOTICES YOU AGREE TO PROVIDE US.

If You pay a dividend or distribution declaration upon Your stock.

If You offer for subscription pro-rata to the existing shareholders additional stock or other rights.

If You consummate or sign definitive documents providing for a Merger Event.

If You have an initial public offering.

If You dissolve or liquidate.

DOCUMENTS YOU WILL PROVIDE US.

Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require

Secretary’s certificate of incumbency and authority

Certified copy of resolutions of Your board of directors approving this Warrant Agreement

Certified copy of Certificate of Incorporation and by-laws as amended through the Effective Date

The Investors’ Rights Agreement

Within ____ (__) business days after the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated Certificates of Incorporation, current capitalization table and other related documents. Notwithstanding any term or condition contained in this Warrant Agreement to the contrary, Your failure to comply with this paragraph shall not constitute a default unless You have not provided the information requested within ____ (__) business days after Our request.

Within ____ (__) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding any term or condition contained in this Warrant Agreement to the contrary, Your failure to comply with this paragraph shall not constitute a default unless You have not provided the information requested within ____ (__) business days after Our request.

After all obligations under the Loan Agreement have been finally paid in full, within ________ (__) days after the end of each quarter, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP accompanied by a report detailing any material contingencies, (2) (i) at all times that Your Board of Directors requires You to prepare audited financial statements, as soon as available, but no later than ___________ (__) days after the last day of Your fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Us; and (ii) at all other times, as soon as available, but no later than ____ (__) days after the last day of Your fiscal year, a company-prepared consolidated balance sheet and income statement covering Your consolidated operations during such fiscal year.

You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement. Notwithstanding any term or condition contained in this Warrant Agreement to the contrary, Your failure to comply with this paragraph shall not constitute a default unless You have not provided the information requested within ______ (__) days of Our request.

REGISTRATION RIGHTS UNDER THE 1933 ACT.

OTHER LEGAL PROVISIONS THE PARTIES WILL ABIDE BY.

[_____________________]

We hereby elect to purchase [______] shares of the Series [______] Preferred Stock of [__________], pursuant to the terms of the Plain English Warrant Agreement dated the [______] day of [______], [20__] (the “Warrant Agreement”) between You and Us, We hereby tender here payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any.

Method of Exercise (Please initial the applicable blank)

_________ The undersigned elects to exercise the Warrant Agreement by means of a cash payment, and gives You full payment for the purchase price of the shares being purchased, together with all applicable transfer taxes, if any.

_________ The undersigned elects to exercise the Warrant Agreement by means of the net issuance method of Section 3 of the Warrant Agreement.

In exercising Our rights to purchase the Series [______] Preferred Stock of [_____________________], We hereby confirm and acknowledge the investment representations, warranties and covenants made in Section 7 of the Warrant Agreement.

Outstanding

Fully diluted