Common use of Notices of Certain Transactions Clause in Contracts

Notices of Certain Transactions. (a) In the event: (i) that the Company makes any amendment to its certificate of incorporation or bylaws; (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change of Control Transaction, any other consolidation or merger of the Company with or into another entity, or any other transaction or series of related transactions pursuant to which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of the surviving or acquiring entity immediately thereafter, or any transfer of all or substantially all of the assets of the Company; or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, and in each such case, the Company will send to Holder a notice specifying, as the case may be, (a) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylaws, or (c) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, or redemption is to take place, and the time, if any is to be fixed, as of which Holders of record of shares of Common Stock (or such capital stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, or redemption) shall be determined. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice. (b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

Notices of Certain Transactions. In case (a) In the event: (i) that the Company makes shall take a record of the holders of its outstanding stock of the same class as the Shares purchasable under this Warrant (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any amendment dividend or other distribution, or to its certificate receive any right to subscribe for or purchase any shares of incorporation stock of any class or bylaws; any other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, (iib) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change of Control Transaction, any other consolidation or merger of the Company with or into another entitycorporation (other than a consolidation or merger in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or any other transaction are converted into or series exchanged for shares of related transactions pursuant to which the Company’s equity holders capital stock that represent, immediately prior thereto will possess following such merger or consolidation, at least a minority majority, by voting power, of the voting power capital stock of the surviving or acquiring entity immediately thereaftercorporation), or any transfer of all or substantially all of the assets of the Company; or , or (iiic) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; , then, and in each such case, the Company will send mail or cause to Holder be mailed to the holder of this Warrant a notice specifying, as the case may be, (ai) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylaws, or (cii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, redemption or redemption conversion is to take place, and the time, if any is to be fixed, as of which Holders the holders of record of shares the Company’s outstanding stock of Common Stock the same class as the Shares purchasable under this Warrant (or such capital other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption or redemptionconversion) shall are to be determined. Such notice shall be mailed at least twenty ten (2010) days prior to the record date or effective date for the event specified in such notice. (b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

Notices of Certain Transactions. (a) In the eventcase: (i) that a. the Company makes shall take a record of the holders of its outstanding shares of the same class as the Warrant Shares (or other shares or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any amendment dividend or other distribution, or to its certificate receive any right to subscribe for or purchase any shares of incorporation any class or bylaws; (ii) any other securities, or to receive any other right, or b. of any capital reorganization of the Company, any reclassification of the share capital stock of the Company, any Change of Control Transaction, any other consolidation or merger of the Company with or into another entityCompany, any Merger and Acquisition, any Liquidation Event, or any other transaction or series of related transactions pursuant to which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of the surviving or acquiring entity immediately thereafter, or any transfer of all or substantially all of the assets of the Company; or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; New IPO then, and in each such case, the Company will send mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (ai) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylaws, or (cii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, redemption or redemption conversion is to take place, and the time, if any is to be fixed, as of which Holders the holders of record of the Company’s outstanding shares of Common Stock the same class as the Warrant Shares (or such capital stock other shares or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding---up, redemption or redemptionconversion) shall are to be determined. Such notice shall be mailed at least twenty (20) 5 business days prior to the record date or effective date for the event specified in such notice. (b) The . In addition, the Company shall notify use commercially reasonable efforts to provide the Registered Holder with prompt written notice of any amendment to the term “Merger and Acquisition” set forth in the Articles, other than in connection with the adoption and effectiveness if the Public Company Articles. Notwithstanding anything to the contrary set forth in this Section 9, if providing any contemplated notice would cause the Company to violate any contractual or other restrictions that the Company is subject to with respect to confidentiality of a particular transaction or otherwise, the Company shall only be required to provide to the Registered Holder such form of notice and upon such timing that the Company is required to provide to holders of shares of the Expiration Date of same series and class as the Warrant, no later than twenty (20) days prior to the Expiration DateWarrant Shares.

Notices of Certain Transactions. In case: (a) In the event:Company shall take a record of the holders of its outstanding stock of the same class as the Warrant Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, (i) that the Company makes any amendment to its certificate of incorporation or bylaws; (iib) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change consolidation or merger of Control Transactionthe Company, any other consolidation or merger of the Company with or into another entity, corporation (other than a consolidation or any other transaction or series of related transactions pursuant to merger in which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of Company is the surviving or acquiring entity immediately thereafterentity), or any transfer of all or substantially all of the assets of the Company; or, (iiic) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; , then, and in each such case, the Company will send mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (ai) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylaws, or (cii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, redemption or redemption conversion is to take place, and the time, if any is to be fixed, as of which Holders the holders of record of shares the Company’s outstanding stock of Common the same class as the Warrant Stock (or such capital other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption or redemptionconversion) shall are to be determined. Such notice shall be mailed at least twenty ten (2010) days prior to the record date or effective date for the event specified in such notice. (b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

Notices of Certain Transactions. (a) In the eventcase: (i) that a. the Company makes shall take a record of the holders of its outstanding shares of the same class as the Warrant Shares (or other shares or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any amendment dividend or other distribution, or to its certificate receive any right to subscribe for or purchase any shares of incorporation any class or bylaws;any other securities, or to receive any other right, or (ii) b. of any capital reorganization of the Company, any reclassification of the share capital stock of the Company, any Change of Control Transaction, any other consolidation or merger of the Company with or into another entityCompany, any Merger and Acquisition, any Liquidation Event, or any other transaction or series of related transactions pursuant to which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of the surviving or acquiring entity immediately thereafter, or any transfer of all or substantially all of the assets of the Company; or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; New IPO then, and in each such case, the Company will send mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (ai) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylaws, or (cii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, redemption or redemption conversion is to take place, and the time, if any is to be fixed, as of which Holders the holders of record of the Company’s outstanding shares of Common Stock the same class as the Warrant Shares (or such capital stock other shares or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding---up, redemption or redemptionconversion) shall are to be determined. Such notice shall be mailed at least twenty (20) 5 business days prior to the record date or effective date for the event specified in such notice. (b) The . In addition, the Company shall notify use commercially reasonable efforts to provide the Registered Holder with prompt written notice of any amendment to the term “Merger and Acquisition” set forth in the Articles, other than in connection with the adoption and effectiveness if the Public Company Articles. Notwithstanding anything to the contrary set forth in this Section 9, if providing any contemplated notice would cause the Company to violate any contractual or other restrictions that the Company is subject to with respect to confidentiality of a particular transaction or otherwise, the Company shall only be required to provide to the Registered Holder such form of notice and upon such timing that the Company is required to provide to holders of shares of the Expiration Date of same series and class as the Warrant, no later than twenty (20) days prior to the Expiration DateWarrant Shares.

Notices of Certain Transactions. In case: (a) In the event: (i) that the Company makes shall take a record of the holders of its Preferred Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any amendment dividend or other distribution, or to its certificate receive any right to subscribe for or purchase any shares of incorporation stock of any class or bylawsany other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; (iib) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change consolidation or merger of Control Transactionthe Company, any other consolidation or merger of the Company with or into another entity, corporation (other than a consolidation or any other transaction or series of related transactions pursuant to merger in which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of Company is the surviving or acquiring entity immediately thereafterentity), or any transfer of all or substantially all of the assets of the Company; or; (iiic) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (d) of any redemption of the Common Stock or Preferred Stock, then, and in each such case, the Company will send mail or cause to be mailed to the Holder of this Warrant a notice specifying, as the case may be, (ai) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylaws, ; or (cii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, redemption or redemption conversion is to take place, and the time, if any is to be fixed, as of which Holders the holders of record of shares of Common Preferred Stock (or such capital other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption or redemptionconversion) shall are to be determined. Such notice shall be mailed at least twenty ten (2010) days prior to the record date or effective date for the event specified in such notice. (b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

Notices of Certain Transactions. In case: (a) In the event:Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise/conversion of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (i) that the Company makes any amendment to its certificate of incorporation or bylaws; (iib) of any Change of Control or capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change consolidation or merger of Control Transactionthe Company, any other consolidation or merger of the Company with or into another entity, corporation (other than a consolidation or any other transaction or series of related transactions pursuant to merger in which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of Company is the surviving or acquiring entity immediately thereafterentity), or any transfer of all or substantially all of the assets of the Company; , or (iiic) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; , or (d) an IPO, then, and in each such case, the Company will send mail or cause to be mailed to the Holder of this Warrant a notice specifying, as the case may be, (ai) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylaws, or (cii) the effective date on which such Change of Control, reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, redemption conversion or redemption IPO is to take place, and the time, if any is to be fixed, as of which Holders the holders of record of shares of Common Stock (or such capital other stock or securities at the time deliverable upon such Change of Control, reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption, conversion or redemptionIPO) shall are to be determined. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice. (b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

Notices of Certain Transactions. (a) In the eventcase: (i) that 6.1 the Company makes shall take a record of the holders of its Preferred Stock or Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any amendment dividend or other distribution, or to its certificate receive any right to subscribe for or purchase any shares of incorporation stock of any class or bylaws;any other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or (ii) 6.2 of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change consolidation or merger of Control Transactionthe Company, any other consolidation or merger of the Company with or into another entity, corporation (other than a consolidation or any other transaction or series of related transactions pursuant to merger in which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of Company is the surviving or acquiring entity immediately thereafterentity), or any transfer of all or substantially all of the assets of the Company; or (iii) 6.3 of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; or 6.4 of any automatic conversion of the Preferred Stock into Common Stock of the Company, then, and in each such case, the Company will send mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (a) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (b) a certified copy of the Company’s current certificate of incorporation or bylaws, or (c) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, up or redemption conversion is to take place, and the time, if any is to be fixed, as of which Holders the holders of record of shares of Preferred Stock or Common Stock (or such capital other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, up or redemptionconversion) shall are to be determined. Such notice shall be mailed at least twenty ten (2010) days prior to the record date or effective date for the event specified in such notice. (b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

Notices of Certain Transactions. (a) In the event: (i) that the Company makes any amendment to its certificate Articles of incorporation or bylawsIncorporation as filed in the state of Nevada; (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change of Control Transaction, any other consolidation or merger of the Company with or into another entity, or any other transaction or series of related transactions pursuant to which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of the surviving or acquiring entity immediately thereafter, or any transfer of all or substantially all of the assets of the Company; or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, and in each such case, the Company will send to Holder a notice specifying, as the case may be, (a) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylawsformation, or (c) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, or redemption is to take place, and the time, if any is to be fixed, as of which Holders of record of shares of Common Stock (or such capital stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, or redemption) shall be determined. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice. (b) The Company shall not notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

Notices of Certain Transactions. (a) A. In the event: (i) that the Company takes a record of Holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; (ii) that the Company makes any amendment to its certificate the Company’s articles of incorporation or bylawsincorporation; (iiiii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change of Control Transaction, any other consolidation or merger of the Company with or into another entitycorporation, or any other transaction or series of related transactions pursuant to which the Company’s equity holders stockholders immediately prior thereto will possess a minority of the voting power of the surviving or acquiring entity immediately thereafter, or any transfer of all or substantially all of the assets of the Company; or (iiiiv) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, and in each such case, the Company will send mail or cause to be mailed to Holder a notice specifying, as the case may be, (a) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate articles of incorporation or bylawsincorporation, or (c) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, up or redemption is to take place, and the time, if any is to be fixed, as of which Holders of record of shares of Common Stock (or such capital other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, up or redemption) shall be determined. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice. (b) B. The Company shall notify mail or cause to be mailed to the Holder Holder, by certified mail, return receipt requested, notice of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

Notices of Certain Transactions. (a) A. In the event: (i) that the Company makes takes a record of Holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any amendment dividend or other distribution, or to its certificate receive any right to subscribe for or purchase any shares of incorporation stock of any class or bylawsany other securities, or to receive any other right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; (ii) that the Company makes any change to the Company’s certificate of incorporation; (iii) of the filing of the Company’s first registration statement under the Act with the SEC; (iv) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change of Control Transaction, any other consolidation or merger of the Company with or into another entitycorporation, or any other transaction or series of related transactions pursuant to which the Company’s equity holders stockholders immediately prior thereto will possess a minority of the voting power of the surviving or acquiring entity immediately thereafter, or any transfer of all or substantially all of the assets of the Company; or (iiiv) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, and in each such case, the Company will send mail or cause to be mailed to Holder a notice specifying, as the case may be, (ai) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (bii) a certified copy of the Company’s current certificate of incorporation or bylawsincorporation, (iii) the anticipated date on which the Company expects its first registration statement with the SEC to become effective, or (civ) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, up or redemption is to take place, and the time, if any is to be fixed, as of which Holders of record of shares of Common Stock (or such capital other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, winding- up or redemption) shall be determined. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice. (b) B. The Company shall notify mail or cause to be mailed to the Holder Holder, by certified mail, return receipt requested, notice of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

Notices of Certain Transactions. In case: (a) In the event:Company shall take a record of the holders of its outstanding stock of the same class as the Warrant Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, (i) that the Company makes any amendment to its certificate of incorporation or bylaws; (iib) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change consolidation or merger of Control Transactionthe Company, any other consolidation or merger of the Company with or into another entity, corporation (other than a consolidation or any other transaction or series of related transactions pursuant to merger in which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of Company is the surviving or acquiring entity immediately thereafterentity), or any transfer of all or substantially all of the assets of the Company; , or (iiic) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; , then, and in each such case, the Company will send mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (ai) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylaws, or (cii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, redemption or redemption conversion is to take place, and the time, if any is to be fixed, as of which Holders the holders of record of shares the Company’s outstanding stock of Common the same class as the Warrant Stock (or such capital other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption or redemptionconversion) shall are to be determined. Such notice shall be mailed delivered at least twenty ten (2010) days prior to the record date or effective date for the event specified in such notice. (b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

Notices of Certain Transactions. (a) In the event: (i) that the Company makes any amendment to its certificate of incorporation or bylawsoperating agreement; (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change of Control Transaction, any other consolidation or merger of the Company with or into another entity, or any other transaction or series of related transactions pursuant to which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of the surviving or acquiring entity immediately thereafter, or any transfer of all or substantially all of the assets of the Company; or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, and in each such case, the Company will send to Holder a notice specifying, as the case may be, (a) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylawsincorporation, or (c) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, or redemption is to take place, and the time, if any is to be fixed, as of which Holders of record of shares of Common Stock (or such capital stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, or redemption) shall be determined. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice. (b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

Notices of Certain Transactions. In case: (a) In the event:Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (i) that the Company makes any amendment to its certificate of incorporation or bylaws; (iib) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change consolidation or merger of Control Transactionthe Company, any other consolidation or merger of the Company with or into another entity, corporation (other than a consolidation or any other transaction or series of related transactions pursuant to merger in which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of Company is the surviving or acquiring entity immediately thereafterentity), or any transfer of all or substantially all of the assets of the Company; , or (iiic) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; , or (d) of any redemption of the Common Stock, then, and in each such case, the Company will send mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (ai) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylaws, or (cii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, redemption or redemption conversion is to take place, and the time, if any is to be fixed, as of which Holders the holders of record of shares of Common Stock (or such capital other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption or redemptionconversion) shall are to be determined. Such notice shall be mailed at least twenty (20) 10 days prior to the record date or effective date for the event specified in such notice. (b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

Notices of Certain Transactions. (a) In the event:: agreement; (i) that the Company makes any amendment to its certificate of incorporation formation or bylaws;operating (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change of Control Transaction, any other consolidation or merger of the Company with or into another entity, or any other transaction or series of related transactions pursuant to which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of the surviving or acquiring entity immediately thereafter, or any transfer of all or substantially all of the assets of the Company; oror Company; (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, and in each such case, the Company will send to Holder a notice specifying, as the case may be, (a) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylawsformation, or (c) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, or redemption is to take place, and the time, if any is to be fixed, as of which Holders of record of shares of Common Stock (or such capital stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, or redemption) shall be determined. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice. (b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

Notices of Certain Transactions. In case: ------------------------------- (a) In the event:Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Equity Rights Certificate) for the purpose of entitling or enabling them to receive any dividend or other distribution other than as described in Section 3, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (i) that the Company makes any amendment to its certificate of incorporation or bylaws; (iib) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change consolidation or merger of Control Transactionthe Company, any other consolidation or merger of the Company with or into another entity, corporation (other than a consolidation or any other transaction or series of related transactions pursuant to merger in which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of Company is the surviving or acquiring entity immediately thereafterentity), or any transfer of all or substantially all of the assets of the Company; , or (iiic) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; , or (d) of any redemption of the Common Stock, then, and in each such case, the Company will send mail or cause to be mailed to the Registered Holder of this Equity Rights Certificate a notice specifying, as the case may be, (ai) the date on which a record is to be taken for the purpose of such dividend, distribution or right, right and stating the amount and character of such dividend, dividend distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylaws, or (cii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, redemption or redemption conversion is to take place, and the time, if any is to be fixed, as of which Holders the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock (for the securities or such capital stock or securities at the time other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption or redemption) shall be determinedconversion. Such notice shall be mailed at least twenty ten (2010) days prior to the record date or effective date for the event specified in such notice. (b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

Notices of Certain Transactions. In each of the following cases, the Company shall deliver written notice to the Holder: (a) In the event:Company shall take a record of the holders of its Series A-1 Preferred Shares (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (ib) that the Company makes any amendment to its certificate of incorporation or bylaws; (ii) of any capital reorganization of the Company, any reclassification of the capital stock shares of the Company, any Change consolidation or merger of Control Transactionthe Company, any other consolidation or merger of the Company with or into another entity, corporation (other than a consolidation or any other transaction or series of related transactions pursuant to merger in which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of Company is the surviving or acquiring entity immediately thereafterentity), or any transfer of all or substantially all of the assets of the Company; , or (iiic) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, and in each such caseor (d) any redemption of the Series A-1 Preferred Shares or mandatory conversion of the Series A-1 Preferred Shares into Common Shares of the Company, the Company will send to Holder a Such notice specifyingshall specify, as the case may beapplicable, (ai) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylaws, or (cii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, redemption or redemption conversion is to take place, and the time, if any is to be fixed, as of which Holders the holders of record of shares of Common Stock Series A-1 Preferred Shares (or such capital other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption or redemptionconversion) shall are to be determined. Such notice shall be mailed at least twenty thirty (2030) days prior to the record date or effective date for the event specified in such notice. (b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

Notices of Certain Transactions. In case: (a) In the event:Company shall take a record of the holders of its Preferred Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (i) that the Company makes any amendment to its certificate of incorporation or bylaws; (iib) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change consolidation or merger of Control Transactionthe Company, any other consolidation or merger of the Company with or into another entity, corporation (other than a consolidation or any other transaction or series of related transactions pursuant to merger in which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of Company is the surviving or acquiring entity immediately thereafterentity), or any transfer of all or substantially all of the assets of the Company; , or (iiic) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; , or (d) of any redemption of the Warrant Stock or mandatory conversion of the Preferred Stock into Common Stock of the Company, then, and in each such case, the Company will send mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (ai) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylaws, or (cii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, redemption or redemption conversion is to take place, and the time, if any is to be fixed, as of which Holders the holders of record of shares of Common Warrant Stock (or such capital other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption or redemptionconversion) shall are to be determined. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice. (b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

Notices of Certain Transactions. In case: (a) In Digital shall set a record date for the event:holders of its Capital Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (ib) that the Company makes any amendment to its certificate of incorporation or bylaws; (ii) Digital shall set an effective date of any capital reorganization of the CompanyDigital, any reclassification of the capital stock Capital Stock of the CompanyDigital, any Change of Control Transaction, any other consolidation or merger of the Company Digital, any consolidation or merger of Digital with or into another entity, corporation (other than a consolidation or any other transaction or series of related transactions pursuant to merger in which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of Digital is the surviving or acquiring entity immediately thereafterentity), or any transfer of all or substantially all of the assets of the Company; Digital, or (iiic) Digital shall set an effective date of any redemption of any Capital Stock of Digital (or other stock or securities at the voluntary or involuntary dissolutiontime deliverable upon the exercise of this Warrant), liquidation or winding-up or (d) Digital shall set an effective date of the Company; any Liquidity Event, then, and in each such case, Digital will mail or cause to be mailed to the Company will send to Registered Holder of this Warrant a notice specifying, as the case may be, (ai) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylaws, or (cii) the effective date on which such Liquidity Event, reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, or redemption is to take place, and the time, if any is to be fixed, as of which Holders the holders of record of shares of Common Capital Stock (or such capital other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption or redemptionconversion) shall are to be determined. Such notice shall be mailed given at least twenty ten (2010) days Business Days prior to the record date or effective date for the event specified in such notice. (b) The Company . Such notice shall notify the Holder specify all material terms of the Expiration Date of the Warrantevent specified in such notice. If any material term changes after such notice is given, no later than twenty (20) days prior or such notice fails to include any such material term, such notice shall be void and Digital shall be obligated to provide a new notice to the Expiration DateRegistered Holder pursuant to the terms of this Section 7.

Notices of Certain Transactions. (a) In the eventcase: (i) that a. the Company makes shall take a record of the holders of its outstanding shares of the same class as the Warrant Shares (or other shares or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any amendment dividend or other distribution, or to its certificate receive any right to subscribe for or purchase any shares of incorporation any class or bylaws;any other securities, or to receive any other right, or (ii) b. of any capital reorganization of the Company, any reclassification of the share capital stock of the Company, any Change of Control Transaction, any other consolidation or merger of the Company with or into another entityCompany, any Merger and Acquisition or any other transaction or series of related transactions pursuant to which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of the surviving or acquiring entity immediately thereafter, or any transfer of all or substantially all of the assets of the Company; or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; Liquidation Event then, and in each such case, the Company will send mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (ai) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylaws, or (cii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, redemption or redemption conversion is to take place, and the time, if any is to be fixed, as of which Holders the holders of record of the Company’s outstanding shares of Common Stock the same class as the Warrant Shares (or such capital stock other shares or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding---up, redemption or redemptionconversion) shall are to be determined. Such notice shall be mailed at least twenty ten (2010) business days prior to the record date or effective date for the event specified in such notice. (b) The . In addition, the Company shall notify use commercially reasonable efforts to provide the Registered Holder with prompt written notice of any amendment to the term “Merger and Acquisition” set forth in the Articles. Notwithstanding anything to the contrary set forth in this Section 9, if providing any contemplated notice would cause the Company to violate any contractual or other restrictions that the Company is subject to with respect to confidentiality of a particular transaction or otherwise, the Company shall only be required to provide to the Registered Holder such form of notice and upon such timing that the Company is required to provide to holders of shares of the Expiration Date of same series and class as the Warrant, no later than twenty (20) days prior to the Expiration DateWarrant Shares.

Notices of Certain Transactions. (a) In the event: (i) that the Company makes any amendment to its certificate of incorporation formation or bylawsoperating agreement; (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change of Control Transaction, any other consolidation or merger of the Company with or into another entity, or any other transaction or series of related transactions pursuant to which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of the surviving or acquiring entity immediately thereafter, or any transfer of all or substantially all of the assets of the Company; or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, and in each such case, the Company will send to Holder a notice specifying, as the case may be, (a) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylawsformation, or (c) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, or redemption is to take place, and the time, if any is to be fixed, as of which Holders of record of shares of Common Stock (or such capital stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, or redemption) shall be determined. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice. (b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

Notices of Certain Transactions. In case (a) In the event: (i) that the Company makes shall take a record of the holders of its outstanding stock of the same class as the Shares purchasable under this Warrant (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any amendment dividend or other distribution, or to its certificate receive any right to subscribe for or purchase any shares of incorporation stock of any class or bylaws; any other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, (iib) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change of Control Transaction, any other consolidation or merger of the Company with or into another entitycorporation (other than a consolidation or merger in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or any other transaction are converted into or series exchanged for shares of related transactions pursuant to which the Company’s equity holders capital stock that represent, immediately prior thereto will possess following such merger or consolidation, at least a minority majority, by voting power, of the voting power capital stock of the surviving or acquiring entity immediately thereaftercorporation), or any transfer of all or substantially all of the assets of the Company; or , or (iiic) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; , then, and in each such case, the Company will send mail or cause to be mailed to the Holder a notice specifying, as the case may be, (ai) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylaws, or (cii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, redemption or redemption conversion is to take place, and the time, if any is to be fixed, as of which Holders the holders of record of shares the Company’s outstanding stock of Common Stock the same class as the Shares purchasable under this Warrant (or such capital other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption or redemptionconversion) shall are to be determined. Such notice shall be mailed at least twenty ten (2010) days prior to the record date or effective date for the event specified in such notice. (b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.