Common use of Notices of Record Date, etc Clause in Contracts

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or securities its stockholders for the purpose of determining the holders stockholders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) or for the purpose of determining stockholders who are entitled to vote in connection with any proposed capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (cb) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (dc) any proposed issue or grant by the Company of any shares of stock of any class Common Stock, Convertible Securities or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrants), then and in each such event the Company will mail or cause to be mailed to each registered holder Holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixedany, as of which the holders Holders of record of Common Stock Underlying Securities shall be entitled to exchange their shares of Common Stock Underlying Securities for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, up and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) or any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered any holder of a this Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders Holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event ofevent: (a) any taking by the Company of shall take a record of the holders of any class its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of determining the holders thereof who are entitled entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities or propertysecurities, or to receive any other right, or; (b) of any capital reorganization of the Company, any reclassification or recapitalization of the capital stock Common Stock of the Company or Company, any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other personsecurities or property), or any transfer of all or substantially all of the assets of the Company; or (c) any of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securitiesthen, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event case, the Company will mail or cause to be mailed to each registered holder of a Warrant the Registered Holder a notice specifying specifying, as the case may be, (i) the record date on which any such 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 (ii) the effective date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 ten days prior to the record date or effective date for the event specified in such notice on which any such action is to be takennotice.

Notices of Record Date, etc. In the event ofcase: (a) any taking by the Company of shall take a record of the holders Holders of any class its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of determining the holders thereof who are entitled entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or propertythe Company's charter, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification right to subscribe for or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of purchase any shares of stock of any class or any other securities, or to receive any right or option to subscribe forother right; or (b) of any capital reorganization of the Company, purchase or otherwise acquire any shares reclassification of the capital stock of the Company, any class consolidation or merger of the Company with or into another corporation, or any other securities (other than the issue conveyance of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date all or substantially all of the issuance assets of the warrants)Company to another corporation; or (c) of the voluntary or involuntary dissolution, then liquidation or winding up of the Company; then, and in each such event case, the Company will mail or cause to be mailed to each registered holder the Holder of a this Warrant a notice specifying specifying, as the case may be, (i) the date on which any such 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 (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the timetimes, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock of any class (or such other stock or securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up, and winding up or (iii) the amount and character of any the stock or other securities, or rights or options with respect thereto, securities proposed to be issued or granted, the date of such proposed issue issuance or grant and the persons or class of persons to whom such proposed issue stock or grant is other securities are to be offered offered, issued or madegranted. Such notice shall be mailed at least 20 thirty (30) days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or securities its stockholders for the purpose of determining the holders stockholders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) or for the purpose of determining stockholders who are entitled to vote in connection with any proposed capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (cb) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (dc) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrants), then and in each such event the Company will mail or cause to be mailed to each registered holder Holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixedany, as of which the holders Holders of record of Common Stock Underlying Securities shall be entitled to exchange their shares of Common Stock Underlying Securities for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distributionon, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets of the Company to or consolidation or merger of the Company with or into any other personperson (other than a wholly-owned subsidiary of the Company), or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder, at least ten days prior to such record date, a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or a favorable vote of stockholders, if either is required. Such notice shall be mailed at least 20 ten days prior to the date specified in such notice on which any such action is to be takentaken or the record date, whichever is earlier.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distributionon, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder, at least ten days prior to such record date, a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or a favorable vote of stockholders if either is required. Such notice shall be mailed at least 20 ten days prior to the date specified in such notice on which any such action is to be takentaken or the record date, whichever is earlier.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrant), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 ten (10) days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the this issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrant), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, dividend distribution or right, and stating the amount and character of such dividend, distribution or right, ; (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or windingwind-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, ; and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 twenty (20) days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of (a) any taking by case the Company of shall take a record of the holders of any class its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of determining the holders thereof who are entitled entitling or enabling them to receive any stock dividend or other non-cash distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities or propertysecurities, or to receive any other right, or (b) ; or of any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or Company, any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any other person, or (c) any transfer of all or substantially all of the assets of the Company; or of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securitiesthen, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event case, the Company will mail or cause to be mailed to each the registered holder of a this Warrant a notice specifying specifying, as the case may be: (i) the date on which any such 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 (ii) the effective date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 ten (10) days prior to the record date or effective date for the event specified in such notice on which unless such prior notice is waived by the registered holder of this Warrant. Provided, however, that the failure by the Company to provide such notice shall not invalidate any such action is to be takenaction.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders Holders of any class or securities for the purpose of determining the holders Holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder the Holder of a this Warrant a notice specifying (i) the date on which any such 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, and (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixedany, as of which the holders Holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for then and in each such event the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount of character of such dividend, distribution or right, and (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any, as of which the Holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of (a) any taking by case the Company of shall take a record of the holders of any class its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of determining the holders thereof who are entitled entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities or propertysecurities, or to receive any other right, or (b) ; or of any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or Company, any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any other persontransfer of all or substantially all of the assets of the Company (any such event, or (c) any a “Merger or Consolidation”); or of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securitiesthen, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event case, the Company will mail or cause to be mailed to each the registered holder of a this Warrant a notice specifying specifying, as the case may be: (i) the date on which any such 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 (ii) the effective date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 ten (10) days prior to the record date or effective date for the event specified in such notice on which any unless such action prior notice is to be takenwaived by the registered holder of this Warrant.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders Holders of any class or securities for the purpose of determining the holders Holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder the Holder of a this Warrant a notice specifying (i) the date on which any such 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, and (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixedany, as of which the holders Holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for then and in each such event the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount of character of such dividend, distribution or right, and (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any, as of which the Holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder the Holder of a this Warrant a notice specifying (i) the date on which any such 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, and (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixedany, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for then and in each such event the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount of character of such dividend, distribution or right, and (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event ofthat: (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive shall declare any dividend or other distributiondistribution to the holders of Common Stock, or authorizes the granting to Common Stock holders of any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, securities; or (b) the Company authorizes any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or Company, any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into another corporation, or any other person, conveyance of all or substantially all of the assets of the Company to another corporation or entity; or (c) the Company authorizes any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securitiesshall have filed, or any right or option shall have entered into an understanding with an underwriter to subscribe forprepare, purchase or otherwise acquire any shares a registration statement that would, once declared effective, cause termination of stock this Warrant in accordance with clause (ii) of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants)Section 1, then then, and in each such event case, the Company will shall mail or cause to be mailed to each registered the holder of a this Warrant at the time outstanding a notice specifying specifying, as the case may be, (i) the date on which any such 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 (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the time, if any is to be fixed, as of to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such Other Securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or, to the extent not constituting Common Stock, Other Securities) shall be entitled to exchange their shares of Common Stock (or, to the extent not constituting Common Stock, Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days ten Business Days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distributionon, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered the holder of a Warrant hereof, at least ten days prior to such record date, a notice specifying (i) the date on which any such 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, ; (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, ; and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act of 1933, as amended, or a favorable vote of shareholders, if either is required. Such notice shall be mailed at least 20 ten days prior to the date specified in such notice on which any such action is to be takentaken or the record date, whichever is earlier.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distributionon, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder, at least ten days prior to such record date, a notice specifying (i) the date on which any such 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, ; (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, ; and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or a favorable vote of shareholders, if either is required. Such notice shall be mailed at least 20 ten days prior to the date specified in such notice on which any such action is to be takentaken or the record date, whichever is earlier.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the this issue of Common Stock on the conversion of the Notes and the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, dividend distribution or right, and stating the amount and character of such dividend, distribution or right, ; (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or windingwind-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, ; and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or securities its stockholders for the purpose of determining the holders stockholders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) or for the purpose of determining stockholders who are entitled to vote in connection with any proposed capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (cb) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (dc) any proposed issue or grant by the Company of any shares of stock of any class Common Stock, Convertible Securities or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrants), then and in each such event the Company will mail or cause to be mailed to each registered holder Holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixedany, as of which the holders Holders of record of Common Stock Underlying Securities shall be entitled to exchange their shares of Common Stock Underlying Securities for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed (i) issue or grant by the Company of any shares of stock of any class or any other securities, or (ii) any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or (iii) any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date Warrant), which would require the affirmative vote of the issuance shareholders of the warrants)Company according to its Articles of Incorporation or applicable state law, then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, dividend distribution or right, and stating the amount and character of such dividend, distribution or right, ; (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, ; and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 twenty (20) days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of. (a) any taking by the Company of a record of the holders of any class or securities Warrant Stock for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of or stock of any class or any other securities or property, or to receive any other right, or; (b) any capital reorganization Reorganization of the Company, or any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, orCompany; (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or; (d) any proposed issue or grant by the Company to the holders of Warrant Stock of any shares of stock of any class or any other securities, or any right or option warrant to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities securities; or (e) any other than event as to which the issue Company is required to give notice to any holders of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants)Warrant Stock, then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (i1) in relation to clause 7(a), the date on which any such 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 righttaken, (ii) in relation to clause 7(b) and clause 7(c), the date on which any such reorganizationReorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of to which the holders of record of Common Warrant Stock shall or securities into which the Warrant Stock is convertible will be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganizationReorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) in relation to clause 7(d), the amount and character of any stock or other securities, or rights or options with respect theretowarrants, proposed to be issued or granted, the date of such the proposed issue or grant and the persons or class of persons to whom such the proposed issue or grant is to be offered or made, and (v) in relation to clause 7(e), in reasonable detail, the facts, including the proposed date, concerning any other event. Such notice shall be mailed delivered to the Holder at least 20 ten business days prior to the date specified in such notice on which any such action is to be takenthe notice.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed (i) issue or grant by the Company of any shares of stock of any class or any other securities, or (ii) any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or (iii) any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to this Warrant), which would require the date affirmative vote of the issuance shareholders of the warrants)Company according to its Articles of Incorporation or applicable state law, then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, dividend distribution or right, and stating the amount and character of such dividend, distribution or right, ; (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, ; and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 twenty (20) days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event ofthat: (a) any taking by the Company of shall set a record of the holders of any class or securities date for the purpose of determining entitling or enabling the holders thereof who are entitled of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) to receive any dividend or other distributiondistribution (other than a dividend payable solely in Common Stock or out of funds legally available therefor), or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities or propertysecurities, or to receive any other right, or (b) there shall occur any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or Company, any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any other persontransfer of all or substantially all of the assets of the Company, or (c) there shall occur any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securitiesthen, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event case, the Company will mail or cause to be mailed to each registered holder of a Warrant the Registered Holder a notice specifying as the case may be, (i) the record date on which any such 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, (ii) the effective date on which any of such reorganization, reclassification, recapitalization, transfer, consolidation, merger, merger or transfer or (iii) the date of such dissolution, liquidation or winding-up is to take place, and the timealso specifying, if any is to be fixedapplicable, the date and time as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable on upon such reorganizationorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 ten (10) days prior to the record date or effective date for the event specified in such notice, provided that the failure to so mail such notice on which shall affect the legality or validity of any such action is to be takenaction.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distributionon, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets of the Company to or the sale, consolidation or merger of the Company with with, to or into any other person, or (c) any Any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), ; then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder, at least fifteen (15) business days prior to such record date, a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-winding up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or a favorable vote of stockholders if either is required. Such notice shall be mailed at least 20 fifteen (15) business days prior to the date specified in such notice on which any such action is to be takentaken or the record date, whichever is earlier. The Holder shall use its best efforts to decide whether to exercise this Warrant within ten (10) days of its receipt of such notice.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend payable out of earned surplus of the Company) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsthis Warrant), then and in each such event the Company will mail or cause to be mailed to each registered the holder of a this Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixedany, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 10 business days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distributionon, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each the registered holder of a this Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or a favorable vote of stockholders if either is required. Such notice shall be mailed at least 20 7 days prior to the date specified in such notice on which any such action is to be takentaken or the record date, whichever is earlier.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrants or as provided in Section 5.12), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 ten (10) days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of: (a) 11.1 any taking by the Company of a record of the holders of any class or securities Common Stock for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or, (b) 11.2 any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company Company, or any transfer of all or substantially all the assets of the Company to to, or consolidation or merger of of, the Company with or into any other person, or, (c) 11.3 any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) 11.4 any proposed issue or grant by the Company to all holders of any shares of stock of any class or any other securities, Common Stock or any right or option warrant to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants)securities, then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder hereof a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of to which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options warrants with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made, and (iv) in reasonable detail, the facts, including the proposed date, concerning any other such event. Such notice shall be mailed delivered to the holder hereof at least 20 ten (10) days prior to the date specified in such notice on which any such action therein specified. The Company's address for notices is to be taken00 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxx 00000, Attn: Chief Financial Officer.

Notices of Record Date, etc. In the event of: ------------------------------- (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distributionon, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets of the Company to or the sale, consolidation or merger of the Company with with, to or into any other person, or (c) any Any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), ; then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder, at least fifteen (15) business days prior to such record date, a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-winding up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or a favorable vote of stockholders if either is required. Such notice shall be mailed at least 20 fifteen (15) business days prior to the date specified in such notice on which any such action is to be takentaken or the record date, whichever is earlier. The Holder shall use its best efforts to decide whether to exercise this Warrant within ten (10) days of its receipt of such notice.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the conversion of the Notes and the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders Holders of any class or securities for the purpose of determining the holders Holders thereof who are entitled to receive any dividend dividends or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder the Holder of a this Warrant a notice specifying (i) the date on which any such 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, and (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixedany, as of which the holders Holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for then and in each such event the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount of character of such dividend, distribution or right, and (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any, as of which the Holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or securities its stockholders for the purpose of determining the holders stockholders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) or for the purpose of determining stockholders who are entitled to vote in connection with any proposed capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (cb) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (dc) any proposed issue or grant by the Company of any shares of stock of any class common stock, or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock common stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrants), then and in each such event the Company will mail or cause to be mailed to each registered holder Holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixedany, as of which the holders Holders of record of Common Stock Underlying Securities shall be entitled to exchange their shares of Common Stock Underlying Securities for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, up and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed given at least 20 10 days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 twenty (20) days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distributionon, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets of the Company to or the sale, consolidation or merger of the Company with with, to or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), ; then and in each such event the Company will mail or cause to be mailed sent to each registered holder of a Warrant the Holder, at least thirty (30) business days prior to such record date, a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-winding up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior also state that the action in question or the record date is subject to the date specified in effectiveness of a registration statement under the Securities Act or a favorable vote of stockholders if either is required. The Holder shall use its best efforts to decide whether to exercise this Warrant (if this Warrant is exercisable at such notice on which any time) within ten (10) days of its receipt of such action is to be takennotice.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or securities issuable upon exercise of this Warrant for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or, (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company Company, or any transfer of all or substantially all the assets of the Company to to, or consolidation or merger of of, the Company with or into any other person, or, (c) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company, or (d) any proposed issue or grant by the Company to the holders of any securities issuable upon exercise of this Warrant of any shares of stock of any class or any other securities, or any right or option warrant to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants)securities, then then, and in each such event event, the Company will mail or cause to be mailed to each registered the holder of a Warrant hereof a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of to which the holders of record of Common Warrant Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options warrants with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made, and (iv) in reasonable detail, the facts, including the proposed date, concerning any other such event. Such notice shall be mailed delivered to the holder hereof at least 20 twenty (20) days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of: (a) any taking by the Company Corporation of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) or any capital reorganization of the CompanyCorporation, any reclassification or recapitalization of the capital stock of the Company Corporation or any transfer of all or substantially all the assets of the Company Corporation to or consolidation or merger of the Company Corporation with or into any other person, or (cb) any voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCorporation, or (dc) any proposed issue or grant by the Company Corporation of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsthis Warrant), then and in each such event the Company Corporation will mail deliver or cause to be mailed delivered to each registered the holder of a this Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed delivered at least 20 twenty (20) days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event ofcase: (a) any taking by the Company of shall take a record of the holders Holders of any class its Common Shares (or other shares or securities at the time deliverable upon the exercise of this Right) for the purpose of determining the holders thereof who are entitled entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's declaration of trust, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities or propertysecurities, or to receive any other right, ; or (b) of any capital reorganization of the Company, any reclassification or recapitalization of the beneficial interests or capital stock of the Company or Company, any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into another trust, corporation, or other entity or any conveyance of all or substantially all of the assets of the Company to another trust, corporation or other person, entity; or (c) any of the voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event case, the Company will mail or cause to be mailed to each registered holder the Holder of a Warrant this Right a notice specifying specifying, as the case may be, (i) the date on which any such 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 (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the timetimes, if any is to be fixed, as of which the holders of record of Common Stock Shares (or such other shares or securities at the time deliverable upon the exercise of this Right) shall be entitled to exchange their Common Shares of any class (or such other shares of Common Stock or securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up, and winding up or (iii) the amount and character of any stock the shares or other securities, or rights or options with respect thereto, securities proposed to be issued or granted, the date of such proposed issue issuance or grant and the persons or class of persons to whom such proposed issue shares or grant is other securities are to be offered offered, issued or madegranted. Such notice shall be mailed at least 20 thirty (30) days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event ofcase: (a) any taking by the Company of shall take a record of the holders Holders of any class its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of determining the holders thereof who are entitled entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or propertythe Company's charter, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification right to subscribe for or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of purchase any shares of stock of any class or any other securities, or to receive any right or option to subscribe forother right; or (b) of any capital reorganization of the Company, purchase or otherwise acquire any shares reclassification of the capital stock of the Company, any class consolidation or merger of the Company with or into another corporation, or any other securities (other than the issue conveyance of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date all or substantially all of the issuance assets of the warrants)Company to another corporation; or (c) of the voluntary or involuntary dissolution, then liquidation or winding up of the Company; then, and in each such event case, the Company will mail or cause to be mailed to each registered holder the Holder of a this Warrant a notice specifying specifying, as the case may be, (i) the date on which any such 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 (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the timetimes, if any is to be fixed, as of which the holders Holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock of any class (or such other stock or securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up, and winding up or (iii) the amount and character of any the stock or other securities, or rights or options with respect thereto, securities proposed to be issued or granted, the date of such proposed issue issuance or grant and the persons or class of persons to whom such proposed issue stock or grant is other securities ar to be offered offered, issued or madegranted. Such notice shall be mailed at least 20 thirty (30) days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or, (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company Company, or any transfer of all or substantially all the assets of the Company to to, or consolidation or merger of the Company with or into into, any other person, or, (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or, (d) any proposed issue issuance or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities securities, or (e) any other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior action that would require an adjustment to the date number of shares of Series A Preferred Stock subject to this Warrant, the purchase price thereof or the kind or character of the issuance of the warrants)securities subject to this Warrant, then then, and in each such event event, the Company will shall mail or cause to be mailed to each registered the holder of a Warrant hereof a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record records of Common Series A Preferred Stock (or any shares of stock or other securities at the time issuable upon exercise of this Warrant) shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, merger dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue issuance or grant and the persons or class of persons to whom such proposed issue issuance or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be takennotice.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distributiondistribution (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions)), or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 ten (10) days prior to the date specified in such notice on which any such action is to be taken. Failure to mail such notice or any defect therein shall not affect the validity of any such action.

Notices of Record Date, etc. In the event ofevent: (a) any taking by the Company of shall take a record of the holders of any class its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of determining the holders thereof who are entitled entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities or propertysecurities, or to receive any other right, or ; or CUSIP No. 296744 10 5 13D/A Page 74 of 89 (b) of any capital reorganization of the Company, any reclassification or recapitalization of the capital stock Common Stock of the Company or Company, any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other personsecurities or property), or any transfer of all or substantially all of the assets of the Company; or (c) any of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securitiesthen, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event case, the Company will mail or cause to be mailed to each registered holder of a Warrant the Registered Holder a notice specifying specifying, as the case may be, (i) the record date on which any such 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 (ii) the effective date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 ten days prior to the record date or effective date for the event specified in such notice on which any such action is to be takennotice.

Notices of Record Date, etc. In the event of: ---------------------------- (ai) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or; (bii) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer conveyance of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, corporation; or (ciii) any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), ; then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (iA) the date on which any such 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, ; (iiB) the date on which any such reorganization, reclassification, recapitalization, transferconveyance, consolidation, merger, dissolution, liquidation liquidation, or winding-winding up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock Warrant Shares (or other securities) shall be entitled to exchange their shares of Common Stock Warrant Shares (or other securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transferconveyance, consolidation, merger, dissolution, liquidation liquidation, or winding-winding up, ; and (iiiC) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 15 days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or securities Warrant Stock for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or; (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company Company, or any transfer of all or substantially all the assets of the Company to to, or consolidation or merger of of, the Company with or into any other person, or; (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or; (d) any proposed issue or grant by the Company to the holders of Warrant Stock of any shares of stock of any class or any other securities, or any right or option warrant to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities securities; (other than e) the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date initial public offering of the issuance Company's Common Stock; or (f) any other event as to which the Company is required to give notice to any holders of the warrants)Warrant Stock, then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (i) the date on which any such 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 righttaken, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of to which the holders of record of Common Warrant Stock or securities into which the Warrant Stock is convertible shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect theretowarrants, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made, and (iv) in reasonable detail, the facts, including the proposed date, concerning any other such event. Such notice shall be mailed delivered to the Holder at least 20 business days prior to the date specified in such notice on which any such action is to be takenthe notice.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or securities Capital Stock for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase purchase, or otherwise acquire any shares of stock of any class Capital Stock or any other securities or property, or to receive any other right, ; or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company Capital Stock or any transfer of all or substantially all of the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, Person; or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securitiesCapital Stock, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities of the Company (other than (i) the issue of Common Stock (or Other Securities) on the exercise of any warrants this Warrant, (ii) stock options to purchase shares of Common Stock issued and outstanding prior which may be granted to employees of the date of Company or the issuance of such shares pursuant to the warrantsexercise of such options, and (iii) any shares issued in transactions to which Sections 8.1 or 8.2 of this Warrant applies), ; then and in each such event the Company will mail or cause to be mailed to each registered holder the Holder of a this Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock of any class or other securitiessecurities of the Company, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 twenty (20) days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of of (ai) any taking by the Company of a record of date with respect to the holders of any class or of securities of the Company for the purpose purposes of determining the which of such holders thereof who are entitled to receive any dividend dividends or other distributiondistributions (other than regular quarterly dividends), or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (bii) any capital reorganization of the Company, any or reclassification or recapitalization of the capital stock of the Company or any transfer in one or more related transactions of all or substantially all a majority of the assets or revenue or income generating capacity of the Company to to, or consolidation or merger of the Company with or into into, any other entity or person, or or (ciii) any voluntary or involuntary dissolution, liquidation dissolution or winding-winding up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a the Warrant Holder a notice specifying specifying, as the case may be, (iA) the date on which any such 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 (iiB) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, place and the time, if any is to be fixed, as of which the holders of record of Common Stock (or any other class of stock or securities of the Company, or another issuer pursuant to Section 5, receivable upon the exercise of the Warrants) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of event. Any such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed deposited in the United States mail, postage prepaid, at least 20 ten (10) days prior to the date specified therein specified, and the holders(s) of the Warrant(s) may exercise the Warrant(s) and participate in such notice on which any event as a registered holder of Common Stock, upon exercise of the Warrant(s) so held, within the ten (10) day period from the date of mailing of such action is to be takennotice.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of the Common Stock or any class or of other securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, ; or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer sale of all or substantially all of the assets of the Company to to, or consolidation or merger of the Company with or into into, any other person, person or entity; or (c) any voluntary or involuntary dissolution, liquidation liquidation, or winding-winding up of the Company, or (d) any proposed issue ; then if on or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date Record Date as hereinafter defined the Holder is entitled to acquire shares upon exercise of the issuance of the warrants)this Warrant, then and in each such event event, the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-winding up is to take place, and the time, if any is any, to be fixed, fixed as of to which the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-upwinding up (the "Record Date"), and (iii) the amount and character of any stock or other securities, or rights or options with warrants in respect theretothereof, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed by certified mail, return receipt requested, at least 20 15 days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of the Common Stock or any class or of other securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, ; or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any sale, lease, transfer or conveyance of all or substantially all of the assets of the Company to to, or consolidation or merger of the Company with or into into, any other person, person or entity; or (c) any voluntary or involuntary dissolution, liquidation liquidation, or winding-winding up of the Company, or (d) any proposed issue ; then on or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants)Record Date as hereinafter defined, then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, sale, lease, transfer, conveyance, consolidation, merger, dissolution, liquidation or winding-winding up is to take place, and the time, if any is any, to be fixed, fixed as of to which the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, sale, lease, transfer, conveyance, consolidation, merger, dissolution, liquidation or winding-upwinding up (the "Record Date"), and (iii) the amount and character of any stock or other securities, or rights or options with warrants in respect theretothereof, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed by certified mail, return receipt requested, at least 20 15 days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of the Warrant) in connection with any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants)reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or wind up, then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, dividend distribution or right, and stating the amount and character of such dividend, distribution or right, ; (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or windingwind-up is to take place, and the time, if any is to be fixed, as of which the holders Holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, ; and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 twenty (20) days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In If any of the event offollowing events occur, the Company will mail or cause to be mailed a notice, as specified below, to every holder of a Warrant: (a) any Any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend at the same rate as the rate of the last cash dividend theretofore paid) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, property or to receive any other right, or; (b) any Any capital reorganization of the Company, any reclassification or recapitalization of the Company's capital stock of the Company stock, or any transfer of all or substantially all of the assets of the Company to or consolidation or merger of the Company with or into any other person, orPerson; (c) any Any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; or (d) any Any proposed issue or grant by the Company of any shares of stock of any class or any other securitiessecurities (other than notes or other obligations issued or incurred by Company in connection with the purchase of real or personal property or the borrowing of money privately), or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the IPO or any issue of Common Stock on the exercise of any warrants or grant referred to purchase Common Stock issued and outstanding prior herein). The above notice to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered Warrant holder of a Warrant a notice specifying shall specify: (i) the The date or expected date on which any such record is to be taken for the purpose of such dividend, distribution distribution, or right, and stating the amount and character of such dividend, distribution distribution, or right, ; (ii) the The date or expected date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable on upon 79 18 such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and ; and (iii) the The amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date or expected date of such proposed issue or grant grant, and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event ofof --------------------------- (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive resolve any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrant), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or rightnight, and stating the amount and character of such dividend, distribution or right, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, place and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights nights or options with respect thereto, proposed to be issued or grantedpanted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered offend or made. Such notice shall be mailed at least 20 days prior to the date specified in such In much notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of: ---------------------------- (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital recapitalization or reorganization of the Company, any reclassification recapitalization or recapitalization reorganization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other personPerson, or (c) or any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered the holder of a this Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such recapitalization, reorganization, reclassificationtransfer, recapitalization, transferconveyance, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the date the time, if any any, is to be fixed, as of which the holders of record of Class A Common Stock (or Company Securities) shall be entitled to exchange their shares of Class A Common Stock (or Company Securities) for securities or other property deliverable on such recapitalization, reorganization, reclassificationtransfer, recapitalization, transferconveyance, consolidation, merger, dissolution, liquidation or winding-winding up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons Persons or class of persons Persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 twenty (20) days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event ofcase: (a) any taking by the Company of shall take a record of the holders Holders of any class its Common Shares (or other shares or securities at the time deliverable upon the exercise of this Right) for the purpose of determining the holders thereof who are entitled entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's declaration of trust, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities or propertysecurities, or to receive any other right, ; or (b) of any capital reorganization of the Company, any reclassification or recapitalization of the beneficial interests or capital stock of the Company or Company, any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into another trust, corporation, or other entity or any conveyance of all or substantially all of the assets of the Company to another trust, corporation or other person, or entity; or (c) any of the voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event case, the Company will mail or cause to be mailed to each registered holder the Holder of a Warrant this Right a notice specifying specifying, as the case may be, (i) the date on which any such 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 (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the timetimes, if any is to be fixed, as of which the holders of record of Common Stock Shares (or such other shares or securities at the time deliverable upon the exercise of this Right) shall be entitled to exchange their Common Shares of any class (or such other shares of Common Stock or securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up, and winding up or (iii) the amount and character of any stock the shares or other securities, or rights or options with respect thereto, securities proposed to be issued or granted, the date of such proposed issue issuance or grant and the persons or class of persons to whom such proposed issue shares or grant is other securities are to be offered offered, issued or madegranted. Such notice shall be mailed at least 20 thirty (30) days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of: --------------------------- (ai) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or; (bii) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer conveyance of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, corporation; or (ciii) any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), ; then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (iA) the date on which any such 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, ; (iiB) the date on which any such reorganization, reclassification, recapitalization, transferconveyance, consolidation, merger, dissolution, liquidation liquidation, or winding-winding up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock Warrant Shares (or other securities) shall be entitled to exchange their shares of Common Stock Warrant Shares (or other securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transferconveyance, consolidation, merger, dissolution, liquidation liquidation, or winding-winding up, ; and (iiiC) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 15 days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event ofof --------------------------- (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distributiondistribution (other than dividends payable solely out of earnings or earned surplus of the Company), or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued the Warrants and outstanding prior to the date of the issuance of securities referred to in subsection 5.5 of the warrantsWarrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In If any of the event offollowing events occur, the Company will mail or cause to be mailed a notice, as specified below, to every holder of a Warrant: (a) any Any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend at the same rate as the rate of the last cash dividend theretofore paid) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, property or to receive any other right, or; (b) any Any capital reorganization of the Company, any reclassification or recapitalization of the Company's capital stock of the Company stock, or any transfer of all or substantially all of the assets of the Company to or consolidation or merger of the Company with or into any other person, orPerson; (c) any Any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; or (d) any Any proposed issue or grant by the Company of any shares of stock of any class or any other securitiessecurities (other than notes or other obligations issued or incurred by Company in connection with the purchase of real or personal property or the borrowing of money privately), or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the IPO or any issue of Common Stock on the exercise of any warrants or grant referred to purchase Common Stock issued and outstanding prior herein). The above notice to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered Warrant holder of a Warrant a notice specifying shall specify: 52 17 (i) the The date or expected date on which any such record is to be taken for the purpose of such dividend, distribution distribution, or right, and stating the amount and character of such dividend, distribution distribution, or right, ; (ii) the The date or expected date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and ; and (iii) the The amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date or expected date of such proposed issue or grant grant, and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of (a) 1. any taking by the Company of a record of the holders Holders of any class or securities for the purpose of determining the holders Holders thereof who are entitled to receive any dividend dividends or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) 2. any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) 3. any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), ATL/ then and in each such event the Company will mail or cause to be mailed to each registered holder the Holder of a this Warrant a notice specifying (i) the date on which any such 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, and (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixedany, as of which the holders Holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for then and in each such event the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount of character of such dividend, distribution or right, and (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any, as of which the Holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distributionon, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other rightright (other than in connection with the Reverse Stock Split (as defined below)), oror 7NEXT PAGE (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company (other than in connection with the Reverse Stock Split (as defined below)) or any transfer of all or substantially all of the assets of the Company to or the sale, consolidation or merger of the Company with with, to or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), ; then and in each such event the Company will mail or cause to be mailed sent to each registered holder of a Warrant the Holder, at least thirty (30) business days prior to such record date, a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-winding up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior also state that the action in question or the record date is subject to the date specified in effectiveness of a registration statement under the Securities Act or a favorable vote of stockholders if either is required. The Holder shall use its best efforts to decide whether to exercise this Warrant (if this Warrant is exercisable at such notice on which any time) within ten (10) days of its receipt of such action is to be takennotice.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders Holders of any class or securities for the purpose of determining the holders Holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder the Holder of a this Warrant a notice specifying (i) the date on which any such 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, and (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixedany, as of which the holders Holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for then and in each such event the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount of character of such dividend, distribution or right, and (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any, as of which the Holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be taken.,

Notices of Record Date, etc. In the event ofcase: (a) any taking by the The Company of shall choose a date on which a record is to be taken of the holders of any class its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of determining the holders thereof who are entitled entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities or propertysecurities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or Company, any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any other persontransfer of all or substantially all of the assets of the Company, or (c) any of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securitiesthen, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event case, the Company will mail or cause to be mailed to each registered holder the Holder of a this Warrant a notice specifying specifying, as the case may be, (i) the date on which any such 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 (ii) the effective date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 ten (10) days prior to the record date or effective date for the event specified in such notice on which any such action is to be takennotice.

Notices of Record Date, etc. Whenever the Purchase Price or number of shares purchasable hereunder shall be adjusted, the Company shall issue a certificate signed by its Chief Financial Officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Purchase Price and number of shares purchasable hereunder after giving effect to such adjustment, and shall cause a copy of such certificate to be mailed (by first class mail, postage prepaid) to the Holder of this Warrant. In the event of : (a1) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or ; (b2) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company Company, capital reorganization of the Company, consolidation or any transfer merger involving the Company, or sale or conveyance of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or its assets; (c3) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or ; or (d4) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants)securities, then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (iA) the date on which any such 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 (iiB) the date on which any such reorganization, reclassification, recapitalization, transferreorganization, consolidation, merger, sale or conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-winding up, and (iiiC) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such the proposed issue or grant and the persons person or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of: ---------------------------- (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the this issue of Common Stock on the exercise of the Warrant) in connection with any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants)reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or wind up, then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, dividend distribution or right, and stating the amount and character of such dividend, distribution or right, ; (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or windingwind-up is to take place, and the time, if any is to be fixed, as of which the holders Holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, ; and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 twenty (20) days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distributionon, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets of the Company to or consolidation or merger of the Company with or into any other personPerson, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder, at least ten days prior to such record date, a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidationconsolidation or merger (to which the Company is a party and for which approval of any stockholders of the Company is required, mergerother than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or change of the Common Stock outstanding), dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons Persons or class of persons Persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior also state that the action in question or the record date is subject to the date specified in such notice on which any such action effectiveness of a registration statement under the Securities Act or a favorable vote of stockholders if either is to be takenrequired.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on (i) upon the exercise of any warrants options to purchase Common Stock issued and outstanding prior pursuant to plans adopted or approved by the date Board of Directors of the issuance Company, including a majority of the warrants)directors designated solely by the holders of the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, 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, (ii) upon the conversion of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock or the Series D Preferred Stock, (iii) issued for the acquisition, in effect, (whether by merger, stock purchase, asset purchase or otherwise) of the assets or business of other persons or entities by the Company or any of its subsidiaries which acquisition is approved by the Board of Directors of the Company, including a majority of the directors designated solely by the holders of the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock and (iv) upon the exercise of one or more of the Warrants,) then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days ten (10) Business Days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder the Holder of a this Warrant a notice specifying (i) the date on which any such 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, and (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixedany, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for then and in each such event the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount of character of such dividend, distribution or right, and (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 10 days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the this issue of Common Stock on the exercise of the Warrant) in connection with any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants)reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or wind up, then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, dividend distribution or right, and stating the amount and character of such dividend, distribution or right, ; (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or windingwind-up is to take place, and the time, if any is to be fixed, as of which the holders Holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, ; and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 twenty (20) days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any dividend or other distribution by the Company, or (c) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer transfer, sale or exclusive license of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other personperson or entity, or (cd) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (de) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock Warrant Shares on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrants), then and in each such event the Company will mail or cause to be mailed to each registered notify the holder of a this Warrant a notice in writing, specifying (i) the date on which any such 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, (ii) the date on which any such dividend, distribution reorganization, reclassification, recapitalization, transfer, sale, exclusive license, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, sale, exclusive license, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed sent to the holder of this Warrant at least 20 seven (7) days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event ofcase: (a) any taking by the Company of shall take a record of the holders of any class its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Option) for the purpose of determining the holders thereof who are entitled entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or propertythe Company's charter, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification right to subscribe for or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of purchase any shares of stock of any class or any other securities, or to receive any right or option to subscribe forother right; or (b) of any capital reorganization of the Company, purchase or otherwise acquire any shares reclassification of the capital stock of the Company, any class consolidation or merger of the Company with or into another corporation, or any other securities (other than the issue conveyance of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date all or substantially all of the issuance assets of the warrants)Company to another corporation; or (c) of the voluntary or involuntary dissolution, then liquidation or winding up of the Company; then, and in each such event case, the Company will mail or cause to be mailed to each registered holder of a Warrant you a notice specifying specifying, as the case may be, (i) the date on which any such 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 (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the timetimes, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Option) shall be entitled to exchange their shares of Common Stock of any class (or such other stock or securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up, and winding up or (iii) the amount and character of any the stock or other securities, or rights or options with respect thereto, securities proposed to be issued or granted, the date of such proposed issue issuance or grant and the persons or class of persons to whom such proposed issue stock or grant is other securities are to be offered offered, issued or madegranted. Such notice shall be mailed at least 20 thirty (30) days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event ofof ---------------------------- (a) any taking by the Company of a record of the holders of any class or securities its shareholders for the purpose of determining the holders shareholders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) or for the purpose of determining shareholders who are entitled to vote in connection with any proposed capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (cb) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (dc) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrants), then and in each such event the Company will mail or cause to be mailed to each registered holder Holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixedany, as of which the holders Holders of record of Common Stock Underlying Securities shall be entitled to exchange their shares of Common Stock Underlying Securities for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In If any of the event offollowing events occur, the Company will mail or cause to be mailed a notice, as specified below, to every holder of a Note or Warrant: (a) any Any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend at the same rate as the rate of the last cash dividend theretofore paid) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, property or to receive any other right, or; (b) any Any capital reorganization of the Company, any reclassification or recapitalization of the Company's capital stock of the Company stock, or any transfer of all or substantially all of the assets of the Company to or consolidation or merger of the Company with or into any other person, orPerson; (c) any Any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; or (d) any Any proposed issue or grant by the Company of any shares of stock of any class or any other securitiessecurities (other than notes or other obligations issued or incurred by Company in connection with the purchase of real or personal property or the borrowing of money privately), or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue Public Offering of Common Stock on the exercise of or any warrants issue or grant referred to purchase Common Stock issued and outstanding prior herein). The above notice to the Note or Warrant holder shall specify: (1) The date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the expected date on which any such record is to be taken for the purpose of such dividend, distribution distribution, or right, and stating the amount and character of such dividend, distribution distribution, or right, ; (ii2) the The date or expected date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation liquidation, or winding-up, and ; and (iii3) the The amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date or expected date of such proposed issue or grant grant, and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 10 days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distributionon, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets of the Company to or consolidation or merger of the Company with or into any other personperson (other than a wholly-owned subsidiary of the Company), or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder, at least ten days prior to such record date, a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or a favorable vote of stockholders if either is required. Such notice shall be mailed at least 20 ten days prior to the date specified in such notice on which any such action is to be taken or the record date, whichever is earlier. Any failure to receive such notice shall not affect the corporate action taken.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or securities issuable upon exercise of this Warrant for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right, or, (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company Company, or any sale, transfer or other disposition of all or substantially all the property, business or assets of the Company to to, or consolidation or merger of of, the Company with or into any other person, or, (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company to the holders of any securities issuable upon exercise of this Warrant of any shares of stock of any class or any other securities, or any right or option warrant to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants)securities, then then, and in each such event event, the Company will mail or cause to be mailed to each registered the holder of a Warrant hereof a notice specifying specifying: (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount amount, character and character of date which such holders shall be entitled to such dividend, distribution or right, ; (ii) the date on which any such reorganization, reclassification, recapitalization, sale, transfer, disposition, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of to which the holders of record of Common Warrant Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, sale, transfer, disposition, consolidation, merger, dissolution, liquidation or winding-up, and ; (iii) the amount and character of any stock or other securities, or rights or options warrants with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made; and (iv) in reasonable detail, the facts, including the proposed date, concerning any other such event. Such notice shall be mailed delivered to the Holder hereof at the last address of Holder appearing on the books of Company at least 20 thirty (30) days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distributionon, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each the registered holder of a this Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options option with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or a favorable vote of stockholders if either is required. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be takentaken or the record date, whichever is earlier.

Notices of Record Date, etc. In the event ofcase: (a) any taking by the Company of shall take a record of the holders of any class its Series E Preferred Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of determining the holders thereof who are entitled entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities or propertysecurities, or to receive any other right, ; or (b) of any conversion of all outstanding shares of Series E Preferred Stock into Common Stock; or (c) of any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or Company, any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any other person, transfer of all or substantially all of the assets of the Company; or (cd) any of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securitiesthen, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event case, the Company will mail or cause to be mailed to each registered holder the Registered Holder of a this Warrant a notice specifying specifying, as the case may be, (i) the date on which any such 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 (ii) the effective date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Series E Preferred Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Series E Preferred Stock (or such other stock or securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed given at least 20 days ten (10) days, or if such advance notice is not practicable, then such shorter period as may be practicable, prior to the record date or effective date for an event specified in such subsection 7(a), (c) or (d). Such notice on which any such action is to shall be takengiven no later than ten (10) days after the effective date of an event specified in subsection 7(b).

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or securities Warrant Shares for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or; (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock structure of the Company Company, or any transfer of all or substantially all the assets of the Company to to, or consolidation or merger of of, the Company with or into any other person, or; (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or; (d) any proposed issue or grant by the Company to the holders of Warrant Shares of any shares of stock of any class or any other securities, or any right or option warrant to subscribe for, purchase or otherwise acquire any shares of stock units of any class or any other securities securities; or (e) any other than event as to which the issue Company is required to give notice to any holders of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), Warrant Shares,then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (i) the date on which any such 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 righttaken, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of to which the holders of record of Common Stock Warrant Shares or securities into which the Warrant Shares are convertible shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect theretowarrants, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made, and (iv) in reasonable detail, the facts, including the proposed date, concerning any other such event. Such notice shall be mailed delivered to the Holder at least 20 30 business days prior to the date specified in the notice. During such notice period, Holder may exercise this Warrant in accordance with its terms, and may make such exercise contingent upon the happening of such event and/or the existence of a minimum value of the Warrant Shares receivable upon exercise as provided on which any Holder's exercise notice; provided that such action is to minimum value shall be takenno greater than the per share price set forth in the Company notice.

Notices of Record Date, etc. In the event of: ------------------------------------ (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distributionon, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets of the Company to or the sale, consolidation or merger of the Company with with, to or into any other person, or (c) any Any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), ; then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder, at least fifteen (15) business days prior to such record date, a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-winding up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or a favorable vote of stockholders if either is required. Such notice shall be mailed at least 20 fifteen (15) business days prior to the date specified in such notice on which any such action is to be takentaken or the record date, whichever is earlier. The Holder shall use its best efforts to decide whether to exercise this Warrant within ten (10) days of its receipt of such notice.

Notices of Record Date, etc. In the event ofcase: (a) any taking by the Company of shall take a record of the holders of any class its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Option) for the purpose of determining the holders thereof who are entitled entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or propertythe Company's charter, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification right to subscribe for or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of purchase any shares of stock of any class or any other securities, or to receive any right or option to subscribe forother right; or (b) of any capital reorganization of the Company, purchase or otherwise acquire any shares reclassification of the capital stock of the Company, any class consolidation or merger of the Company with or into another corporation, or any other securities (other than the issue conveyance of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date all or substantially all of the issuance assets of the warrants)Company to another corporation; or (c) of the voluntary or involuntary dissolution, then liquidation or winding up of the Company; then, and in each such event case, the Company will mail or cause to be mailed to each registered holder of a Warrant you a notice specifying specifying, as the case may be, (i) the date on which any such 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 (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the timetimes, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Option) shall be entitled to exchange their shares of Common Stock of any class (or such other stock or securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up, and winding up or (iii) the amount and character of any the stock or other securities, or rights or options with respect thereto, securities proposed to be issued or granted, the date of such proposed issue issuance or grant and the persons or class of persons to whom such proposed issue stock or grant is other securities ar to be offered offered, issued or madegranted. Such notice shall be mailed at least 20 thirty (30) days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. page 65 In the event of. (a) any taking by the Company of a record of the holders of any class or securities Warrant Stock for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of or stock of any class or any other securities or property, or to receive any other right, or; (b) any capital reorganization Reorganization of the Company, or any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, orCompany; (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or; (d) any proposed issue or grant by the Company to the holders of Warrant Stock of any shares of stock of any class or any other securities, or any right or option warrant to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities securities; or (e) any other than event as to which the issue Company is required to give notice to any holders of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants)Warrant Stock, then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (i1) in relation to clause 7(a), the date on which any such 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 righttaken, (ii) in relation to clause 7(b) and clause 7(c), the date on which any such reorganizationReorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of to which the holders of record of Common Warrant Stock shall or securities into which the Warrant Stock is convertible will be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganizationReorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) in relation to clause 7(d), the amount and character of any stock or other securities, or rights or options with respect theretowarrants, proposed to be issued or granted, the date of such the proposed issue or grant and the persons or class of persons to whom such the proposed issue or grant is to be offered or made, and (v) in relation to clause 7(e), in reasonable detail, the facts, including the proposed date, concerning any other event. Such notice shall be mailed delivered to the Holder at least 20 twenty business days prior to the date specified in such notice on which any such action is to be takenthe notice.

Notices of Record Date, etc. In the event of : (ai) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or or (bii) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer sale of the Company (whether by sale of stock, merger, consolidation or sale of all or substantially all the assets of the Company to or consolidation otherwise), or merger of the Company with or into any other person, or (ciii) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (iA) the date on which any such 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, and (iiB) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall (or Other Securities) will be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall will be mailed at least 20 days ten (10) Business Days prior to the date specified in such notice on which any such action is to be taken. For purposes of this Warrant, the term "Other Securities" shall mean stock or other securities of the Company or any other entity (corporate or otherwise) (i) which the Holder at any time shall be entitled to receive, or shall have received, on the exercise of this Warrant, in lieu of or in addition to Common Stock, or (ii) which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or such other stock or securities pursuant to the terms hereof; and the term "Business Day" shall mean any day other than Saturday, Sunday or other day in which commercial money center banks in New York City, New York are closed for business.

Notices of Record Date, etc. In the event of. (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend payable out of earned surplus of the Company) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrant), then and in each such event the Company will mail or cause to be mailed to each registered holder of a the Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixedany, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of the Warrant) in connection with any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants)reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or wind up, then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, dividend distribution or right, and stating the amount and character of such dividend, distribution or right, ; (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or windingwind-up is to take place, and the time, if any is to be fixed, as of which the holders Holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, ; and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 twenty (20) days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of of (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distributionon, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company Company, any Reorganization, or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, mergerReorganization, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, mergerReorganization, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options option with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or a favorable vote of stockholders if either is required. Such notice shall be mailed at least 20 ten (10) calendar days prior to the date specified in such notice on which any such action is to be takentaken or the record date, whichever is earlier.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock any shares of capital stock issuable upon the exercise, exchange or conversion of any securities outstanding on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantshereof), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Series C-1 Preferred Stock (or Other Securities) shall be entitled to exchange their shares of Common Series C-1 Preferred Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 twenty (20) days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event ofevent: (a) any taking by the Company of shall take a record of the holders of any class its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of determining the holders thereof who are entitled entitling or enabling them to CUSIP No. 296744 10 5 13D/A Page 84 of 89 receive any dividend or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities or propertysecurities, or to receive any other right, ; or (b) of any capital reorganization of the Company, any reclassification or recapitalization of the capital stock Common Stock of the Company or Company, any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other personsecurities or property), or any transfer of all or substantially all of the assets of the Company; or (c) any of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securitiesthen, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event case, the Company will mail or cause to be mailed to each registered holder of a Warrant the Registered Holder a notice specifying specifying, as the case may be, (i) the record date on which any such 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 (ii) the effective date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 ten days prior to the record date or effective date for the event specified in such notice on which any such action is to be taken.notice. CUSIP No. 296744 10 5 13D/A Page 85 of 89

Notices of Record Date, etc. In the event ofevent: (a) any taking by the Company of shall take a record of the holders of any class its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of determining the holders thereof who are entitled entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities or propertysecurities, or to receive any other right, or (b) ; or of any capital reorganization of the Company, any reclassification or recapitalization of the capital stock Common Stock of the Company or Company, any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other personsecurities or property), or any transfer of all or substantially all of the assets of the Company; or (cb) any of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securitiesthen, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event case, the Company will mail or cause to be mailed to each registered holder of a Warrant the Registered Holder a notice specifying specifying, as the case may be, (i) the record date on which any such 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 (ii) the effective date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up is expected to take place, and the time, if any is expected to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 ten days prior to the record date or effective date for the event specified in such notice on which any such action is to be takennotice.

Notices of Record Date, etc. In the event ofcase: (a) any taking by the Company of shall take a record of the holders of any class its Shares (or other securities at the time deliverable upon the exercise of this Warrant) for the purpose of determining the holders thereof who are entitled entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock Shares of any class or any other securities or propertysecurities, or to receive any other right, right or for determining which stockholders are entitled to notice of a meeting of stockholders or to execute an action by written consent without a meeting; or (b) of any capital reorganization of the Company, any reclassification or recapitalization of the capital stock Shares of the Company or Company, any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any other person, transfer of all or substantially all of the assets of the Company; or (c) any of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event case, the Company will mail or cause to be mailed to each registered holder the Registered Holder of a this Warrant a notice specifying specifying, as the case may be, (i) the date on which any such a record is to be taken for the purpose of such dividend, distribution distribution, right, meeting or rightaction without a meeting, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock Shares (or such other securities at the time deliverable upon the exercise or conversion of this Warrant) shall be entitled to exchange their shares of Common Stock Shares (or such other securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 ten (10) days prior to the record date or effective date for the event specified in such notice on which any such action is to be takennotice.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or securities issuable upon exercise of this Warrant for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right, or, (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company Company, or any sale, transfer or other disposition of all or substantially all the property, business or assets of the Company to to, or consolidation or merger of of, the Company with or into any other person, or, (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company to the holders of any securities issuable upon exercise of this Warrant of any shares of stock of any class or any other securities, or any right or option warrant to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants)securities, then then, and in each such event event, the Company will mail or cause to be mailed to each registered the holder of a Warrant hereof a notice specifying specifying: (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount amount, character and character of date which such holders shall be entitled to such dividend, distribution or right, ; (ii) the date on which any such reorganization, reclassification, recapitalization, sale, transfer, disposition, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of to which the holders of record of Common Warrant Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, sale, transfer, disposition, consolidation, merger, dissolution, liquidation or winding-up, and ; (iii) the amount and character of any stock or other securities, or rights or options warrants with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made; and (iv) in reasonable detail, the facts, including the proposed date, concerning any other such event. Such notice shall be mailed delivered to the Holder hereof at the last address of Xxxxxx appearing on the books of Company at least 20 thirty (30) days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of: (ai) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, ; or (bii) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer conveyance of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other personcorporation, or any other event described in Sections 3.2, 3.3 or 3.4 hereof; or (ciii) any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; or (div) any proposed issue issuance or grant sale of securities by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), Company; then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (i) the date on which any such 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, ; (ii) the date on which any such reorganization, reclassification, recapitalization, transferconveyance, consolidation, merger, dissolution, liquidation liquidation, or winding-winding up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transferconveyance, consolidation, merger, dissolution, liquidation liquidation, or winding-winding up, ; and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant grant, the terms thereof and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 15 days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend payable out of earned surplus of the Company) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixedany, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, transfer consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant [and the persons or class of persons to whom such proposed issue or grant] and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be takentherein specified.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrant), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant the Holder a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, dividend distribution or right, and stating the amount and character of such dividend, distribution or right, ; (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or windingwind-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, ; and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 twenty (20) days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event ofcase: (a) any taking by the Company of shall choose a date on which a record is to be taken of the holders of any class its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of determining the holders thereof who are entitled entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities or propertysecurities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or Company, any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any other persontransfer of all or substantially all of the assets of the Company, or (c) any of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securitiesthen, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event case, the Company will mail or cause to be mailed to each registered holder the Holder of a this Warrant a notice specifying specifying, as the case may be, (i) the date on which any such 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 (ii) the effective date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 ten (10) days prior to the record date or effective date for the event specified in such notice on which any such action is to be takennotice.

Notices of Record Date, etc. In the event of: (a) any taking by the Company of a record of the holders of any class or of securities of the Company for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend payable out of earned surplus at the same rate as that of the last such cash dividend theretofore paid) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or; (b) an initial public offering of the Company or any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets of the Company to any other person or any consolidation or merger of involving the Company with or into any other person, Company; or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered the holder of a this Warrant at least thirty (30) days prior to the earliest date specified below, a notice specifying specifying: (i) the date on which any such 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, ; (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is expected to take place, become effective and the record date for determining stockholders entitled to vote thereon and the time, if any such time is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for the securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up, ; and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of which the Company anticipates the effectiveness of its Registration Statement for such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be takeninitial public offering.

Notices of Record Date, etc. In the event of (a) 11.1 any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) 11.2 any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) or any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrants), then and in each such event the Company will mail or cause to be mailed to each registered any holder of a this Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Series E Preferred Stock or Common Stock shall be entitled to exchange their shares of Series E Preferred Stock or Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 three days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event ofof ---------------------------- (a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsthis Warrant), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 ten (10) business days prior to the date specified in such notice on which any such action is to be taken.

Notices of Record Date, etc. In the event of (a) any taking by the Company of a record of the holders of any class or of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other rightright or any declaration of a cash dividend on the Common Stock, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants to purchase Common Stock issued and outstanding prior to the date of the issuance of the warrantsWarrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 twenty (20) days prior to the date specified in such notice on which any such action is to be taken, except with respect to the grant of options under the Company's Employee Stock Option/Purchase Plans in which case such notice shall be given not later than the date of grant.