election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.
13. Expiration of Warrant; Notice of Certain Events Terminating This Warrant.
(a) This Warrant shall expire and shall no longer be exercisable upon the earlier to occur of:
(i) 5:00 p.m., California local time, on February 26, 2024;
(ii) or a Liquidation (as defined in the Companys Amended and Restated Certificate of Incorporation, as may be amended from time to time).
The Company shall provide at least ten (10) days prior written notice of a Liquidation.
14. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand or by messenger addressed, if to the Holder, at the Holders address, facsimile number or electronic mail address as shown in the Companys records, and if to the Company, one copy should be sent to 888 W. Maude Ave., Sunnyvale, CA 94085, facsimile number: 650 ###-###-####, Attn: Chief Executive Officer, or at such other address as the Company shall have furnished to the Holder, with a copy to Michael W. Hall, Latham & Watkins LLP, 140 Scott Drive, Menlo Park, California 94025, facsimile number: (650) 462-2600. Each such notice or other communication shall for all purposes of this Warrant be treated as effective or having been given when delivered if delivered personally, or, if sent by mail, at the earlier of its receipt or seventy-two (72) hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid or, if sent by facsimile, upon confirmation of facsimile transfer or, if sent by electronic mail, upon confirmation of delivery.
15. Market Stand-Off Agreement. Holder agrees that the Shares shall be subject to the Market Stand-Off provisions in Section 2.10 of the Companys Sixth Amended and Restated Investors Rights Agreement, as amended from time to time.
16. Severability. If any provision of this Warrant shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
17. Entire Agreement. This Warrant constitutes and contains the entire agreement among the Company and the Holder and supersede any and all prior or contemporaneous agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.
18. Waivers and Amendments. Any provision of this Warrant may be amended, waived or modified only upon the written consent of the Company and the Holder.
19. Governing Law. This Warrant and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of California or of any other state. Any and all disputes arising out of or related to this Warrant shall be adjudicated exclusively in the state or federal courts located in Santa Clara County, California.
20. Successors and Assigns; Rights and Obligations Survive Exercise of Warrant. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of and be binding upon, the successors and assigns of the parties hereto. Unless otherwise provided herein, the rights and obligations of the Company, of the holder of this Warrant and of the holder of the Shares issued upon exercise of this Warrant, shall survive the exercise of this Warrant.