Common use of Expiration of the Warrant Clause in Contracts

Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier of: (a) 5:00 p.m., Pacific time, on September 21, 2028; or (b) Upon the consummation of an acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any stock acquisition, reorganization, merger or consolidation, but excluding any sale of stock for capital raising purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of transactions, as a result of shares in the Company held by such holders prior to such transaction or series of transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), all Warrants at the closing of such acquisition (A) with an exercise price below the price per share to be received by holders of Company Common Stock in such transaction or series of related transactions shall terminate, and (B) with an exercise price equal to or greater than the price per share to be received by holders of Company Common Stock in such transaction or series of related transactions shall be (i) exercised on a cashless basis as set forth in Section 2 hereof, or (ii) in the event that the holders of Company Common Stock receive cash or non-cash consideration in such transaction, be deemed automatically terminated without any further action required by any party, and the Holder of such terminated Warrant shall thereafter have the right, with respect to each Share for which this Warrant was exercisable immediately prior to such event, to receive an amount equal to (x) the same consideration payable in respect of one share of the Company’s Common Stock in such transaction minus (y) the Exercise Price, subject to the Holder entering into any agreements and delivering certificates and instruments requested by the Company and consistent with the agreements being entered into and the certificates being delivered by all other holders of Common stock, if any.

Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier of: (a) 5:00 p.m., Pacific time, on September 21, 2028; orthe date four (4) years from the issuance of this Warrant; (b) Upon (i) the consummation of an acquisition of the Company by another entity by means of any transaction or series of related transactions involving: (A) a sale or conveyance by the Company of all or substantially all of its assets on a consolidated basis (including the sale or exclusive licensing of all or substantially all of the intellectual property assets of the Company, other than in the ordinary course of business); (B) any acquisition of the Company by another entity, person or group of related entities or persons by means of merger, consolidation, share sale or share sales or other form of corporate reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring company or its subsidiary or parent (other than (x) a transaction in which Members of the Company immediately prior to such transaction beneficially own a majority of the voting shares and a majority of the economic interest of the surviving company immediately following such transaction, (y) a transaction for the sole purpose of changing the corporate domicile, or (z) a transaction in which shares are sold for the sole purposes of capital raising); or (iii) any other transaction or series of related transactions to which the Company is a party (includingas a result of which persons, without limitation, any stock acquisition, reorganization, merger or consolidation, but excluding any sale of stock for capital raising purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than the Members of the Company immediately prior to the transaction, beneficially own a transaction or series of related transactions in which the holders majority of the voting securities power of the Company outstanding surviving entity immediately prior to following such transaction or series of related transactions retain, immediately after such transaction or series (a “Change of transactions, as a result of shares in the Company held by such holders Control”); or (c) Immediately prior to such transaction or series of transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), all Warrants at the closing of such acquisition (A) with an exercise price below the price per share to be received by holders of Company Common Stock in such transaction or series of related transactions shall terminate, and (B) with an exercise price equal to or greater than the price per share to be received by holders of Company Common Stock in such transaction or series of related transactions shall be (i) exercised on a cashless basis as set forth in Section 2 hereof, or (ii) in the event that the holders of Company Common Stock receive cash or non-cash consideration in such transaction, be deemed automatically terminated without any further action required by any party, and the Holder of such terminated Warrant shall thereafter have the right, with respect to each Share for which this Warrant was exercisable immediately prior to such event, to receive an amount equal to (x) the same consideration payable in respect of one share of the Company’s Common Stock first firm commitment underwritten public offering pursuant to an effective registration statement filed under the Securities Act, or similar securities laws, to the extent applicable, in connection with an offering of securities in such transaction minus (y) other jurisdiction with an internationally recognized securities market, covering the Exercise Price, subject to offering and sale of the Holder entering into any agreements and delivering certificates and instruments requested by the Company and consistent with the agreements being entered into and the certificates being delivered by all other holders of Common stock, if anyCompany’s Ordinary Shares.

Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier earliest of: (a) July 30, 2017 if (and, with respect to this Section 8(a), only if) the Initial Public Offering has not closed on or before such date; (b) 5:00 p.m., Pacific time, on September 21, 2028[insert expiration date]2; or (bc) Upon (i) the consummation of an acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any stock acquisition, reorganization, merger or consolidation, but excluding any sale of stock for capital raising 2 NTD: To be set at 10 years following issuance date. purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of transactions, as a result of shares in the Company held by such holders prior to such transaction or series of transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all Warrants at or substantially all of the closing assets of such acquisition (A) with an exercise price below the price per share to be received Company and its subsidiaries taken as a whole by holders means of Company Common Stock in such any transaction or series of related transactions shall terminatetransactions, and except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company. In the event that, upon the expiration date of this Warrant, the fair market value of one Share (Bor other security issuable upon the exercise hereof) as determined in accordance with an exercise price equal to or Section 2(b) above is greater than the price per share Exercise Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be received by holders of Company Common Stock in exercised pursuant to Section 2(b) above as to all Shares (or such transaction or series of related transactions other securities) for which it shall be (i) exercised on a cashless basis as set forth in Section 2 hereof, or (ii) in the event that the holders of Company Common Stock receive cash or non-cash consideration in such transaction, be deemed automatically terminated without any further action required by any partynot previously have been exercised, and the Holder of Company shall, within a reasonable time, deliver a certificate representing the Shares (or such terminated Warrant shall thereafter have the right, with respect other securities) issued upon such exercise to each Share for which this Warrant was exercisable immediately prior to such event, to receive an amount equal to (x) the same consideration payable in respect of one share of the Company’s Common Stock in such transaction minus (y) the Exercise Price, subject to the Holder entering into any agreements and delivering certificates and instruments requested by the Company and consistent with the agreements being entered into and the certificates being delivered by all other holders of Common stock, if anyHolder.

Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier of: (a) 5:00 p.m., Pacific time, on September 21, 2028; orthe fifth anniversary of the date of this Warrant; (b) Upon (i) the consummation of an acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any stock acquisition, reorganization, merger or consolidation, but excluding any sale of stock for capital raising purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of transactions, as a result of shares in the Company held by such holders prior to such transaction or series of transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all Warrants at or substantially all of the closing assets of such acquisition (A) with an exercise price below the price per share to be received Company and its subsidiaries taken as a whole by holders means of Company Common Stock in such any transaction or series of related transactions shall terminatetransactions, and (B) with an exercise price equal except where such sale, lease or other disposition is to or greater than a wholly-owned subsidiary of the price per share to be received by holders of Company Common Stock in such transaction or series of related transactions shall be (i) exercised on a cashless basis as set forth in Section 2 hereof, Company; or (iiiii) in the event consummation of a transaction whereby the Company effects a merger with a Securities and Exchange Commission registered reporting company as the surviving entity as contemplated by that certain Letter of Intent For the holders Merger of Company Common Stock receive cash or non-cash consideration in such transactionPubco and Organovo, be deemed automatically terminated without any further action required Inc., dated June 17, 2011, by any partyand among Xxxxxxx Xxxxx Ventures, Inc., Summer Street Research Partners and the Holder of such terminated Warrant shall thereafter have the right, with respect to each Share for which this Warrant was exercisable immediately Company. (c) Immediately prior to such event, the closing of a firm commitment underwritten initial public offering pursuant to receive an amount equal to (x) effective registration statement filed under the same consideration payable in respect of one share Securities Act covering the offering and sale of the Company’s Common Stock in such transaction minus (y) the Exercise Price, subject to the Holder entering into any agreements and delivering certificates and instruments requested by the Company and consistent with the agreements being entered into and the certificates being delivered by all other holders of Common common stock, if any.

Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier ofof the following events (each an “Expiration Event”); provided that the Company shall give the Holder at least twenty-one (21) days) prior written notice of an Expiration Event for the Holder to exercise this Warrant: (a) 5:00 p.m.November 1, Pacific time, on September 21, 2028; or2023; (b) Upon (i) the consummation of an acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any stock acquisition, reorganization, merger or consolidation, but excluding any sale of stock for capital raising purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of transactions, as a result of shares in the Company held by such holders prior to such transaction or series of transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all Warrants at or substantially all of the closing assets of such acquisition (A) with an exercise price below the price per share to be received Company and its subsidiaries taken as a whole by holders means of Company Common Stock in such any transaction or series of related transactions shall terminatetransactions, and except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company; (B) with an exercise price equal to or greater than the price per share to be received by holders of Company Common Stock in such transaction or series of related transactions shall be (i) exercised on a cashless basis as set forth in Section 2 hereof, or (ii) in the event that the holders of Company Common Stock receive cash or non-cash consideration in such transaction, be deemed automatically terminated without any further action required by any party, and the Holder of such terminated Warrant shall thereafter have the right, with respect to each Share for which this Warrant was exercisable immediately prior to such event, to receive an amount equal to (xc) the same consideration payable three-week anniversary of the filing by the Company of a Form S-1 registration statement in respect of one share connection with a firm commitment underwritten public offering under the Securities Act covering the offering and sale of the Company’s Common Stock in common stock, provided that the aggregate gross proceeds to the Company are not less than $100,000,000; or (d) immediately prior to the closing of private equity transaction upon the request of the lead investor, provided that the aggregate gross proceeds to the Company of such transaction minus (y) the Exercise Price, subject to the Holder entering into any agreements and delivering certificates and instruments requested by are at least $25,000,000 with a pre-money valuation of the Company and consistent with the agreements being entered into and the certificates being delivered by all other holders of Common stock, if anyat least $400,000,000.