(b) Subject to Section 2, Expiration Date shall mean the period ending on the earlier of (i) _________________, (ii) immediately prior to the closing of the initial public offering of Common Stock (IPO), (iii) immediately prior to the closing of a Liquidation Transaction, or (iv) unless terminated earlier as provided below.
(c) Liquidation Transaction shall be deemed to be occasioned by, or to include, any Deemed Liquidation Event (as defined in the Amended and Restated Certificate of Incorporation of the Company, as in effect as of the date hereof).
(d) Warrant Shares shall mean the shares of the Common Stock issuable upon exercise of this Warrant, subject to adjustments pursuant to the terms herein, including but not limited to adjustment pursuant to Section 5 below.
2. Term and Exercise Schedule. This Warrant shall be exercisable, in whole or in part, at any time, through the Expiration Date. If the Expiration Date is occasioned by either the closing of the IPO or a Liquidation Transaction and to the extent that the fair market value of one Warrant Share (as determined in accordance with Section 3.3(b)) would be greater than the Exercise Price in effect on such date immediately prior to such IPO or Liquidation Transaction, and the Holder has not exercised this Warrant pursuant to Sections 3.1 and 3.2 below as to all Warrant Shares, then this Warrant shall automatically be deemed to be Net Exercised pursuant to Section 3.3(a) as to all Warrant Shares for which it shall not previously have been exercised, effective immediately prior to and contingent upon the closing of the IPO or Liquidation Transaction. In the event of an IPO or Liquidation Transaction where the fair market value of one Warrant Share as determined in accordance with Section 3.3(b) would be less than the Exercise Price in effect immediately prior to such IPO or Liquidation Transaction, then this Warrant will expire immediately prior to the closing of such IPO or Liquidation Transaction.
3. Method of Exercise; Payment; Issuance of New Warrant. The purchase right represented by this Warrant may be exercised by the Holder, in whole or in part, by:
3.1. the surrender of this Warrant (with an executed notice of exercise in the form attached hereto as Attachment A and an duly executed Investment Representation Statement in the form attached hereto as Attachment B) by delivery to the Company at its address set forth above (or such other address as it may designate by notice in writing to the Holder); and
3.2. the payment to the Company, by check, wire transfer, forgiveness of indebtedness, or any combination of the foregoing, of an amount equal to the then applicable Exercise Price per share multiplied by the number of Warrant Shares then being purchased.
If this Warrant should be exercised, the Company shall, upon surrender of this Warrant, execute and deliver a certificate representing the Common Stock issued to the Holder upon such exercise, and if this Warrant should be exercised in part only, a new Warrant of the same tenor evidencing the rights of the Holder thereof to purchase the balance of the Warrant