j) DWAC has the meaning set forth in Section 2(d).
k) Equity Interests means any and all shares, interests, participations or other equivalents (however designated) of equity interests of a corporation, any and all equivalent ownership interests in a Person other than a corporation (including, without limitation, partnership interests, membership interests and similar ownership interests), any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing, and all other ownership or profit interests in a Person (including partnership, member or trusts interests in such Person), in each case whether voting or non-voting and whether or not outstanding on any date of determination.
l) Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.
m) Exercise Date has the meaning set forth in Section 2(a).
n) Excluded Issuance means any issuance or sale by the Company after the Initial Issuance Date of: (i) shares of Common Stock issued upon the exercise of this Warrant; (ii) options, Convertible Securities (as defined in the Investor Rights Agreement) and shares of Common Stock (as such number of shares is equitably adjusted for subsequent stock splits, stock combinations, stock dividends and recapitalizations) issued directly or upon the conversion or exercise of options or Convertible Securities to directors, officers, employees, or consultants of the Company in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized by the Board and issued pursuant to the Companys Equity Incentive Plan or any successor plan (including all such shares of Common Stock, options and Convertible Securities outstanding prior to the Initial Issuance Date); (iii) shares of Common Stock issued upon the conversion or exercise of options or Convertible Securities (other than options and Convertible Securities covered by clause (ii) above) issued prior to the Initial Issuance Date, or (iv) any Equity Securities (as defined in the Investor Rights Agreement) with respect to which the Investors (as defined in the Investor Rights Agreement) had exercised preemptive rights under the Investors Rights Agreement.
o) Exercise Price has the meaning set forth in Section 2(b).
p) Governmental Authority means any supra-national, national, federal, provincial, state, municipal or other government, or political subdivision thereof, and any governmental department, commission, board, bureau, court, agency, authority, regulatory body, central bank, or instrumentality or other entity or officer exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
q) Holder has the meaning set forth in the Preamble.