Warrant Agreement - Align Technology Inc and Comdisco Inc (Apr 12, 1999).doc

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS
AMENDED, 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 (WHICH MAY PANY COUNSEL)
REASONABLY SATISFACTORY TO PANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS.
WARRANT AGREEMENT
To Purchase Shares of the Series B Preferred Stock of ALIGN TECHNOLOGY INC.
Dated as of April 12,1999 (the "Effective Date")
WHEREAS, Align Technology Incorporated, a Delaware corporation (the
"Company") has entered into a Loan and Security Agreement dated as of April 12,
1999, and related Promissory Note(s) (collectively, the "Loans") disco,
Inc., a Delaware corporation (the "Warrantholder'); and
WHEREAS, pany desires to grant to Warrantholder, in
consideration for such Loans, the right to purchase shares of its Series B
Preferred Stock;
NOW, THEREFORE, in consideration of the Warrantholder executing and
delivering such Loans and in consideration of mutual covenants and agreements
contained herein, pany and Warrantholder agree as follows:
1. GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK.
pany hereby grants to the Warrantholder, and the Warrantholder
is entitled, upon the terms and subject to the conditions hereinafter set forth,
to subscribe to and purchase, from pany, 266,667 fully paid and non-
assessable shares of pany's Series B Preferred Stock ("Preferred Stock")
at a purchase price of $ per share (the "Exercise Price"). The number and
purchase price of such shares are subject to adjustment as provided in Section 8
hereof.
2. TERM OF THE WARRANT AGREEMENT.
Except as otherwise provided for herein, the term of this Warrant
Agreement and the right to purchase Preferred Stock as granted herein shall
commence on the Effective Date and shall be exercisable for a