Common use of Notices of Record Date Clause in Contracts

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock Units (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class Membership Interests or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the equity capital stock of the Company, any consolidation or merger of the Company with or into another a corporation or other entity (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered the Warrant Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 Units (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 Units (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) ten days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, and in each such case, the Company will mail or cause to be mailed to Registered Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In casethe event of: (a) any taking by the Company shall take of a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) stockholders for the purpose of entitling or enabling them determining the stockholders thereof who are entitled to receive any dividend or other distributiondistribution (other than a quarterly dividend payable solely in cash), or to receive any right to subscribe for for, purchase or purchase otherwise acquire any shares of stock of any class or any other securitiessecurities 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, 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 another corporation (any other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the CompanyPerson, or (cb) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, then and in each such case, event the Company will shall mail or cause to be mailed to Registered each Holder of a Warrant a notice specifying, as the case may be, specifying (i) the date on which a 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 right and (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 fixedany, 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) Underlying Securities shall be entitled to exchange their shares of Common Stock (or such other stock or securities) Underlying Securities for securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) 20 days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein specified.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered the Warrant Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) thirty days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, ' reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty ten (2010) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered the Warrant Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In After the Initial Exercise Date, in case: (a) 8.5.1 the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable receivable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, securities or to receive any other right, ; or (b) 8.5.2 of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer conveyance of all or substantially all of the assets of the Company, ; or (c) 8.5.3 of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; or 8.5.4 of any redemption or conversion of all outstanding Common Stock; then, and in each such case, the Company will mail or cause to be mailed to Registered the Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or liquidation, winding-up up, redemption or conversion 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 as at the time deliverable are receivable 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 upon such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up. Such notice shall be mailed delivered at least twenty thirty (2030) days prior to before the record date or effective date for consummation of the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actionapplicable event.

Notices of Record Date. In case: : (ai) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or or (bii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or or (ciii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered the Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty ten (2010) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered the Warrant Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In casethe event: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, ; or (b) of any capital reorganization of the Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entityentity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or substantially all of the assets of the Company, ; or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail send or cause to be mailed sent to the Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty (20) 10 days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: : (ai) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or or (bii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or or (ciii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered the Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty ten (2010) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: (ai) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable receivable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, ; or (bii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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)corporation, or any transfer conveyance of all or substantially all of the assets of the Company, Company to another corporation; or (ciii) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, and in each such case, the Company will mail or cause to be mailed to Registered Holder the holder of this Warrant a notice specifying, as the case may be, (ia) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iib) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, 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 receivable 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 upon such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) 30 days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein specified.

Notices of Record Date. In caseIf at any time: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any a dividend or other distribution, or to receive any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securitiessecurities or property, or to receive any other right, orright (other than with respect to any equity or equity equivalent security issued pursuant to a rights plan adopted by the Company’s Board of Directors); (b) of there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any 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)Company, or any sale, transfer or other disposition of all or substantially all of the property, assets or business of the Company, ; or (c) of the there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each any one or more of such casecases, the Company will mail shall use commercially reasonable efforts to give to the Holder, provided that such action is available and permitted under the applicable securities laws, at least ten (10) days’ prior written notice of the record date for such dividend, distribution or cause right or for determining rights to be mailed to Registered Holder a vote in respect of any such reorganization, reclassification, recapitalization, consolidation, merger, sale, transfer, disposition, dissolution, liquidation or winding up of the Company. Any notice specifying, as the case may be, (i) provided hereunder shall specify the date on which a record is the holders of Common Stock shall be entitled to be taken for the purpose of any such dividend, distribution or right, and stating the amount and character thereof, and the then current estimated date for the closing of such dividend, distribution or right, or (ii) the effective date on which such transaction contemplated by any proposed reorganization, reclassification, recapitalization, consolidation, merger, sale, transfer, disposition, dissolution, liquidation or winding-winding up is to take place, and of 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actionCompany.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered the Warrant Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) ten days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: (ai) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (bii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or (ciii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty ten (2010) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: : (ai) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or or (bii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or or (ciii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty ten (2010) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: (a) 11.1 the Company shall take a record of the holders of its Common Stock Units (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class Membership Interests or any other securities, or to receive any other right, or (b) 11.2 of any capital reorganization of the Company, any reclassification of the equity capital stock of the Company, any consolidation or merger of the Company with or into another corporation a Entity or other entity (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or (c) 11.3 of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered the Warrant Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 Units (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 Units (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) ten days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case:the event of (a) any taking by the Company shall take of a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) stockholders for the purpose of entitling or enabling them determining the stockholders thereof who are entitled to receive any dividend or other distributiondistribution (other than a quarterly dividend payable solely in cash), or to receive any right to subscribe for for, purchase or purchase otherwise acquire any shares of stock of any class or any other securitiessecurities 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, 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 another corporation (any other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the CompanyPerson, or (cb) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, then and in each such case, event the Company will shall mail or cause to be mailed to Registered each Holder of a Warrant a notice specifying, as the case may be, specifying (i) the date on which a 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 right and (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 fixedany, 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) Underlying Securities shall be entitled to exchange their shares of Common Stock (or such other stock or securities) Underlying Securities for securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) 20 days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein specified.

Notices of Record Date. In caseIf at any time: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any a dividend or other distribution, or to receive any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securitiessecurities or property, or to receive any other right, orright (other than with respect to any equity or equity equivalent security issued pursuant to a rights plan adopted by the Company’s Board of Directors); (b) of there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any 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)Company, or any sale, transfer or other disposition of all or substantially all of the property, assets or business of the Company, ; or (c) of the there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each any one or more of such casecases, the Company will mail shall give to Holder at least ten (10) days’ prior written notice of the record date for such dividend, distribution or cause right or for determining rights to be mailed to Registered Holder a vote in respect of any such reorganization, reclassification, recapitalization, consolidation, merger, sale, transfer, disposition, dissolution, liquidation or winding up of the Company. Any notice specifying, as the case may be, (i) provided hereunder shall specify the date on which a record is the holders of Common Stock shall be entitled to be taken for the purpose of any such dividend, distribution or right, and stating the amount and character thereof, and the then current estimated date for the closing of such dividend, distribution or right, or (ii) the effective date on which such transaction contemplated by any proposed reorganization, reclassification, recapitalization, consolidation, merger, sale, transfer, disposition, dissolution, liquidation or winding-winding up is to take place, and of 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actionCompany.

Notices of Record Date. In case: (a) the , Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable receivable upon the exercise of this Warrant) ), for the purpose purpose: 8.1 of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, securities or to receive any other right, ; or (b) 8.2 of any consolidation or merger of Company with or into another corporation, any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer conveyance of all or substantially all of the assets of the CompanyCompany to another corporation in which holders of Company stock are to receive stock, securities or property of another corporation; or (c) 8.3 of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; or 8.4 of any redemption or conversion of all outstanding Common Stock; then, and in each such case, the Company will mail or cause to be mailed to Registered the Holder a copy of the notice with respect to the foregoing received by it from Company specifying, as the case may be, (ia) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iib) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or liquidation, winding-up up, redemption or conversion is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock or (or such other stock or securities as at the time deliverable are receivable 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 upon such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up. Such Company shall use all reasonable efforts to ensure such notice shall be mailed delivered at least twenty (20) 15 days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein specified.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered the Warrant Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) ten days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action. The Company shall not be required to deliver any such notice with respect to the transactions contemplated by the Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, REIT Americas, Inc., a Maryland Corporation, Virium Pharmaceuticals, Inc., a Delaware corporation and Virium Merger Sub, Inc., a Delaware corporation.

Notices of Record Date. In casethe event: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other similar right, ; or (b) of any capital reorganization of the Company, any reclassification of the capital stock Common Stock of the Company, any 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)corporation, or any transfer of all or substantially all of the assets of the Company, ; or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, and in each such case, the Company will mail send or cause to be mailed sent to Registered the Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty (20) 10 days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: If either (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable receivable upon the exercise of this Warrantthe Warrants) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or ; or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than undertakes a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will shall mail or cause to be mailed to Registered Holder each holder of a Warrant at the time outstanding a notice specifying, as the case may be, (i1) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii2) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, 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 receivable upon the exercise of this Warrantthe Warrants) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) 30 days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein specified.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered the Warrant Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 Class A Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty fifteen (2015) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: the event (ai) the Company shall take establishes a record of date to determine the holders of its Common Stock (or other stock or any class of securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them who are entitled to receive any dividend or other distribution, distribution or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (bii) of there occurs any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any merger or consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which Company, any acquisition of the Company is the surviving entity)Company, or any transfer of all or substantially all of the assets of the CompanyCompany to any other Company entity or person, or (c) any sale of a majority of the voting securities of the Company in one or a series of related transactions or any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, and in each such case, the Company will mail or cause shall give to be mailed to Registered Holder the holder hereof a notice specifying, as specifying (a) the case may bedate of such record date for the purpose of such dividend or distribution and a description of such dividend or distribution, (ib) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which any such reorganization, reclassification, transfer, consolidation, merger, transferacquisition, sale, dissolution, liquidation or winding-winding up is expected to take placebecome effective, and (c) the time, if any any, that is to be fixed, as of which to when the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrantsecurities) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, transferacquisition, sale, dissolution, liquidation or winding-winding up. Such written notice shall be mailed given to the holder of this Warrant at least twenty fifteen (2015) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of on which any such actionaction is to be taken.

Notices of Record Date. In case: (a1) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (b2) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or (c3) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty fifteen (2015) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty ten (2010) business days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Capital Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered the Warrant Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 Capital 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 Capital Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) ten days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty ten (2010) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: : (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered the Warrant Holder a notice specifying, as the case may be, : (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice, to the extent practicable or if not practicable, as promptly as practicable, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In casecase at any time: (ai) the Company shall take declare any dividend upon its Preferred Stock or Common Stock payable in cash or stock (other than a record dividend on the Common Stock payable in shares of Common Stock) or make any other distribution to the holders of its Preferred Stock or its Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of its Preferred Stock (any additional shares of stock of any class, or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, orrights; (biii) of there shall be any capital reorganization of the Company, any or reclassification of the capital stock of the CompanyCompany which affects the Preferred Stock or the Common Stock, any or a 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)into, or any transfer a sale of all or substantially all of the its assets of the Company, to another entity or entities; or (civ) of the there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each such caseany one or more of said cases, the Company will mail or cause to be mailed to Registered Holder a shall give notice specifying, as the case may be, provided in Section 11(e) hereunder as follows: (iA) at least 10 days’ prior written notice of the date on which the books of the Company shall close or a record is to shall be taken for the purpose of such dividend, distribution or right, and stating the amount and character subscription rights or for determining rights to vote in respect of such dividend, distribution or right, or (ii) the effective date on which any such reorganization, reclassification, consolidation, merger, transfersale, dissolution, liquidation or winding-up is to winding up, and (B) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least 10 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, and in the timecase of any such dividend, if any is to be fixeddistribution or subscription rights, as of the date on which the holders of record of Preferred Stock or Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of Preferred Stock or such other stock or securities at the time deliverable upon the exercise of this Warrant) Common Stock shall be entitled to exchange their shares of Preferred Stock or Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfersale, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least twenty (20) days prior to , as the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actioncase may be.

Notices of Record Date. etc. In casethe event of: (a) any taking by the Company shall take of a record of the holders of its Common Stock (or other stock or any class of securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them determining the holders thereof who are entitled to receive any dividend or other distribution, or to receive any right to subscribe for for, purchase or purchase otherwise acquire any shares of stock of any class or any other securitiessecurities or property, 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, any 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 transfer of all or substantially all of the assets of the Company, Company to or consolidation or merger of the Company with or into any other person; or (c) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, and in each such caseevent, the Company will mail or cause to be mailed to Registered Holder the holders of record of the Warrants as of a date which shall not be more than twenty (20) days prior to the date of such notice a notice specifying, as the case may be, specifying (i) the date or expected date on which a 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 and (ii) the effective date or expected date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, place and the time, if any is to be fixed, as of which the holders holder of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this WarrantOther Securities) shall be entitled to exchange their shares of Common Stock (or such other stock or securitiesOther Securities) for securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In casethe event: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable receivable upon the exercise of this Warrant) ), for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, ; or (b) of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's stock are to receive stock, securities or property of another corporation; or (c) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (d) of the occurrence of any event of the type contemplated by the provisions of Section 8, but not expressly provided for by such provisions, then, and in each such case, the Company will mail or cause to be mailed to Registered Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividenddividend or distribution, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up is to take place, or (iii) the date on which such occurrence of any event of the type contemplated by the provisions of Section 8, but not expressly provided for by such provisions, 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 as at the time deliverable are receivable 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 upon such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or liquidation, winding-upup or other event. Such notice shall be mailed delivered at least twenty fifteen (2015) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein specified.

Notices of Record Date. etc. In case:the event of ---------------------- (a) any taking by the Company shall take of a record of the holders of its Common Stock (or other stock or any class of securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them determining the holders thereof who are entitled to receive any dividend or other distribution, or to receive any right to subscribe for for, purchase or purchase otherwise acquire any shares of stock of any class or any other securitiessecurities or property, 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, any 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 transfer of all or substantially all of the assets of the CompanyCompany to any other person or any consolidation or merger involving the Company and any other person, or (c) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause give to be mailed to Registered Holder the holder of this Warrant a notice specifying, as the case may be, specifying (i) the date or expected date on which a any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and any such character of such dividend, distribution or right, or and (ii) the effective date or expected date on which such reorganization, reclassificationreclassifica- tion, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, place and the time, if any such time is to be fixed, as of which the holders of record of the Common Stock (or such other stock or securities at the time deliverable upon the exercise of this WarrantOther Securities) shall be entitled to exchange their shares of the Common Stock (or such other stock or securitiesOther Securities) for securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such Unless otherwise required by law to be given sooner, such notice shall be mailed at least twenty (20) days within a reasonable time prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein specified.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered the Warrant Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) ten days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action. The Company shall not be required to deliver any such notice with respect to the transactions contemplated by the Agreement and Plan of Merger, dated as of May 25, 2007, by and among the Company, REIT Americas, Inc., a Maryland Corporation, Virium Pharmaceuticals, Inc., a Delaware corporation and Virium Merger Sub, Inc., a Delaware corporation.

Notices of Record Date. In casethe event that: (aA) the Company corporation shall take set a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) date for the purpose of entitling or enabling them the holders of its shares of Common Stock to receive any dividend a dividend, or other distribution, or to receive any right payable otherwise than in cash; (B) the corporation shall set a record date for the purpose of entitling the holders of its shares of Common Stock to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, orrights; (bC) of there shall occur any capital reorganization of the Companycorporation, any reclassification of the capital stock shares of the Companycorporation (other than a subdivision or combination of its outstanding common stock), any consolidation or merger of the Company corporation with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer conveyance of all or substantially all of the assets of the Company, corporation to another person or entity; or (cD) of the there shall occur a voluntary or involuntary dissolution, liquidation liquidation, or winding-winding up of the Company, corporation; then, and in each any such case, the Company will mail or corporation shall cause to be mailed to Registered Holder the holders of record of the outstanding shares of the Convertible Series A, at least 10 days prior to the date hereinafter specified, a notice specifying, as the case may be, stating (i) the date on which a (x) has been set as the record is to be taken date for the purpose of such dividend, distribution distribution, or right, and stating the amount and character of such dividend, distribution or rightrights, or (iiy) the effective date on which such reclassification, reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or, winding up is to take place and (ii) the record date as of which holders of Common Stock of record shall be entitled to other property deliverable upon such reclassification, reorganization, consolidation, merger, 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 (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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case:the event of (a) any taking by the Company shall take of a record of the holders Holders of its Common Stock (or other stock any class or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them determining the Holders thereof who are entitled to receive any dividend or other distribution, or to receive any right to subscribe for for, purchase or purchase otherwise acquire any shares of stock of any class or any other securitiessecurities or property, 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, 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 another corporation (any other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Companyperson, or (c) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, then and in each such case, event the Company will mail or cause to be mailed to Registered the Holder of this Warrant a notice specifying, as the case may be, specifying (i) the date on which a 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 and (ii) the effective date on which any such reorganization, reclassification, recapitali- zation, transfer, consolidation, merger, transfer, 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 such other stock or securities at the time deliverable upon the exercise of this WarrantOther Securities) shall be entitled to exchange their shares of Common Stock (or such other stock or securitiesOther Securities) for securities or other property deliverable upon on such reorganization, reclassification, recapitalization, transfer consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice, provided that the failure notice on which any action is to mail such notice shall not affect the legality or validity of any such actionbe taken.

Notices of Record Date. In case:: ---------------------- (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this WarrantPurchase Option) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail deliver or cause to be mailed delivered to Registered the Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 WarrantPurchase Option) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty fifteen (2015) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case:: ---------------------- (a) the Company shall take a record of the holders of its Common Warrant Stock (or other stock or securities at the time deliverable receivable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, stock dividend; or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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)corporation, or any transfer conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's stock are to receive stock, securities or property of another corporation; or (c) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; or (d) of any redemption or conversion into Common Stock of all outstanding Warrant Stock; then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or liquidation, winding-up up, redemption or conversion is to take place, and the time, if any is to be fixed, as of which the holders of record of Warrant Stock or Common Stock (or such other stock or securities as at the time deliverable are receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Warrant Stock or Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty ten (2010) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein specified.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, securities or to receive any other right, ; or (b) of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's stock are to receive stock, securities or property of another corporation; or (c) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; or (d) of any redemption or conversion of all outstanding Common Stock. then, and in each such case, the Company will mail or cause to be mailed to Registered Holder the holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or liquidation, winding-up up, redemption or conversion 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) Stock, for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up. Such notice shall be mailed delivered at least twenty seven (207) days prior to the record date therein specified. RAPTOR NETWORKS TECHNOLOGY, INC. ACKNOWLEDGED AND AGREED: XXXXX & XXXXXX, LLP By: /s/ Xxx xxx Xxxxx ---------------------------------- By: /s/ Xxxxxx X. Xxxxx Name: Xxx xxx Xxxxx Its: Partner, duly authorized Title: CFO Name of Holder Title (if applicable) EXHIBIT A NOTICE OF EXERCISE To: RAPTOR NETWORKS TECHNOLOGY, INC. 1. The undersigned hereby elects to purchase __________ shares of Common Stock of RAPTOR NETWORKS TECHNOLOGY, INC. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full. 2. Please issue a certificate or effective date certificates representing said shares in the name of the undersigned or in such other name or names as are specified below: ______________________________ (Name) ______________________________ (Address) 3. The undersigned represents that the aforesaid shares are being acquired for the event specified account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares. In support thereof, the undersigned has executed an Investment Representation Statement attached hereto as Schedule 1. ___________________________________ Signature Date EXHIBIT A-1 NOTICE OF EXERCISE OF NET ISSUANCE CONVERSION RIGHTS To: RAPTOR NETWORKS TECHNOLOGY, INC. 1. The undersigned, the registered holder of the Warrant delivered herewith (the "Warrant"), hereby elects to exercise the Conversion Right (as defined in SECTION 8 of the Warrant) as provided herein. __________ shares subject to the Warrant are being surrendered hereby in exercise of the Conversion Right. The number of shares to be issued pursuant to this exercise shall be determined by reference to the formula in SECTION 8(A) of the Warrant, which requires the use of the "fair market value" of the Company's stock. As of the Determination Date (as defined in the Warrant), the "fair market value" of one of the Shares shall be determined in the manner provided in SECTION 8(C) of the Warrant, which amount has been determined by the undersigned (or agreed to by the holder of the Warrant and RAPTOR NETWORKS TECHNOLOGY, INC.) to be $_____ per share. Therefore, ___________ shares are to be issued to the undersigned pursuant to this exercise. 2. Please issue a certificate or certificates representing said shares in the name of the undersigned or in such notice, provided other name or names as are specified below: ______________________________ (Name) ______________________________ (Address) 3. The undersigned represents that the failure aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares. In support thereof, the undersigned has executed an Investment Representation Statement attached hereto as Schedule l. ___________________________________ Signature Date SCHEDULE 1 ---------- INVESTMENT REPRESENTATION STATEMENT Purchaser: XXXXX & XXXXXX, LLP Company: RAPTOR NETWORKS TECHNOLOGY, INC. Security: Common Stock Amount: Date: In connection with the purchase of the above-listed securities (the "Securities"), the undersigned (the "Purchaser") represents to mail the Company as follows: (a) The Purchaser is aware of the Company's business affairs and financial condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. The Purchaser is purchasing the Securities for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof for purposes of the Securities Act of 1933, as amended (the "Act"). (b) The Purchaser understands that the Securities have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser's investment intent as expressed herein. In this connection, the Purchaser understands that, in the view of the Securities and Exchange Commission ("SEC"), the statutory basis for such notice shall exemption may be unavailable if the Purchaser's representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. (c) The Purchaser further understands that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from registration is otherwise available. Moreover, the Purchaser understands that the Company is under no obligation to register the Securities except as set forth in the Warrant under which the Securities are being acquired. In addition, the Purchaser understands that the certificate evidencing the Securities will be imprinted with the legend referred to in the Warrant under which the Securities are being purchased. (d) The Purchaser is aware of the provisions of Rule 144 and 144A, promulgated under the Act, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, if applicable, including, among other things: The availability of certain public information about the Company, the resale occurring not affect less than one year after the legality party has purchased and paid for the securities to be sold; the sale being made through a broker in an unsolicited "broker's transaction" or validity in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934, as amended) and the amount of securities being sold during any three-month period not exceeding the specified limitations stated therein. (e) The Purchaser further understands that at the time it wishes to sell the Securities there may be no public market upon which to make such actiona sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144 and 144A, and that, in such event, the Purchaser may be precluded from selling the Securities under Rule 144 and 144A even if the one-year minimum holding period had been satisfied. (f) The Purchaser further understands that in the event all of the requirements of Rule 144 and 144A are not satisfied, registration under the Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Purchaser:__________________________ Date: ______________________, 20____ EXHIBIT B REGISTRATION RIGHTS

Notices of Record Date. In case: : (ai) the Company shall take a record of the holders of its Common Stock Shares (or other stock shares or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or or (bii) of any capital reorganization of the Company, any reclassification of the capital stock shares of the Company, any 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 transfer of all or substantially all of the assets of the Company, or or (ciii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered the Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 stock shares or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock Shares (or such other stock shares or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty ten (2010) calendar days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, securities or to receive any other right, ; or (b) of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's stock are to receive stock, securities or property of another corporation; or (c) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; or (d) of any redemption or conversion of all outstanding Common Stock; then, and in each such case, the Company will mail or cause to be mailed to Registered Holder the holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or liquidation, winding-up up, redemption or conversion 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) Stock, for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up. Such notice shall be mailed delivered at least twenty seven (207) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein specified.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable receivable upon the exercise of this Warrant) ), for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, securities or to receive any other right, or; (b) of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the capital stock Capital Stock of the Company, any 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 transfer conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's stock are to receive stock, orsecurities or property of another corporation; (c) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (d) of any redemption or conversion of all outstanding Common Stock, then, and in each such case, the Company will mail or cause to be mailed to Registered the Holder of this Warrant a notice specifying, as the case may be, : (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, ; or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or liquidation, winding-up up, redemption or conversion is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock or (or such other stock or securities as at the time deliverable are receivable 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 upon such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up. Such notice shall be mailed delivered at least twenty thirty (2030) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein specified.

Notices of Record Date. In case:: ---------------------- (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this WarrantPurchase Option) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail deliver or cause to be mailed delivered to Registered Holder the Holders a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 WarrantPurchase Option) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty fifteen (2015) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: (a) 8.5.1 the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable receivable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, securities or to receive any other right, ; or (b) 8.5.2 of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's stock are to receive stock, securities or property of another corporation; or (c) 8.5.3 of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; or 8.5.4 of any redemption or conversion of all outstanding Common Stock; then, and in each such case, the Company will mail or cause to be mailed to Registered the Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or liquidation, winding-up up, redemption or conversion 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 as at the time deliverable are receivable 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 upon such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up. Such notice shall be mailed delivered at least twenty thirty (2030) days prior to before the record date or effective date for consummation of the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actionapplicable event.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, securities or to receive any other right, ; or (b) of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's stock are to receive stock, securities or property of another corporation; or (c) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; or (d) of any redemption or conversion of all outstanding Common Stock. then, and in each such case, the Company will mail deliver or cause to be mailed delivered to Registered Holder the holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or liquidation, winding-up up, redemption or conversion 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) Stock, for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up. Such notice shall be mailed delivered at least twenty seven (207) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein specified.

Notices of Record Date. In case: Upon (ai) any taking by the Company shall take of a record of the holders of its Common Stock (or other stock or any class of securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them determining the holders thereof who are entitled to receive any dividend or other distribution, or to receive (ii) any right to subscribe for Acquisition (as defined in Section 3(b)) or purchase any shares of any class or any other securities, 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, any merger or consolidation or merger of the Company with or into another corporation any other corporation, or any Asset Transfer (other than a consolidation or merger as defined in which the Company is the surviving entitySection 3(b)), or any transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, and in each such case, the Company will shall mail to each holder of Series Preferred at least ten (10) days prior to the record date specified therein (or cause to be mailed to Registered Holder such shorter period approved by the holders of a majority of the outstanding Series Preferred) a notice specifying, as the case may be, specifying (iA) the date on which a any such record is to be taken for the purpose of such dividend, dividend or distribution or right, and stating the amount and character a description of such dividenddividend or distribution, distribution or right, or (iiB) the effective date on which any such Acquisition, reorganization, reclassification, transfer, consolidation, merger, transferAsset Transfer, dissolution, liquidation or winding-winding up is expected to take placebecome effective, and (C) the timedate, if any any, that is to be fixed, fixed as of which to when the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrantsecurities) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such Acquisition, reorganization, reclassification, transfer, consolidation, merger, transferAsset Transfer, dissolution, liquidation or winding-winding up. Such notice The Company shall also use its reasonable efforts to furnish to the holders of Series Preferred information that is reasonably sufficient to enable such holders to make a determination as to whether it would be mailed at least twenty (20) days to their advantage to convert their shares of Series Preferred to shares of Common Stock pursuant to this Section 4 prior to the record date or effective date for the event specified any transaction listed in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action(ii) above.

Notices of Record Date. In case:the event of (a) any taking by the Company shall take of a record of the holders of its Common Stock (or other stock any class or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them determining the holders thereof who are entitled to receive any dividend or other distribution, or to receive any right to subscribe for for, purchase or purchase otherwise acquire any shares -4- of stock of any class or any other securitiessecurities or property, 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, 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 another corporation (any other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Companyperson, or (c) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, then and in each such case, event the Company will mail or cause to be mailed to Registered Holder the holder of this Warrant a notice specifying, as the case may be, specifying (i) the date on which a 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 and (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 WarrantOther Securities) shall be entitled to exchange their shares of Common Stock (or such other stock or securitiesOther Securities) for securities or other property deliverable upon on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of an which any such actionaction is to be taken.

Notices of Record Date. In case: : (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered the Warrant Holder a notice specifying, as the case may be, : (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered the Warrant Holder a notice specifying, as the case may be, : (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered the Warrant Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty thirty (2030) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: case (ai) the Company shall take takes a record of the holders of its Common Stock (or other stock or securities at the time deliverable receivable upon the exercise of this the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, ; or to receive any other right, or (bii) of any capital reorganization of the Company, any reclassification of the capital common stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation corporation, including, without limitation, any Merger or merger in which the Company is the surviving entity)Consolidation, or any transfer conveyance of all or substantially all of the assets of the Company, or Company to another corporation; or (ciii) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, and in each such case, the Company will mail or cause to be mailed to Registered each Holder of a Warrant at the time outstanding a notice specifying, as the case may be, (ia) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iib) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, 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 receivable upon the exercise of this the Warrant) shall will be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up, and, in the case of a reorganization, consolidation, merger or conveyance, the fair market value of such securities or other property as determined by the Board of Directors of the Company. Such notice shall be mailed at least twenty ten (2010) days prior to the record date or effective date for specified therein; provided, however, that in the event specified in such notice, provided that of a Merger or Consolidation the failure Company shall use its best efforts to mail provide such notice in accordance with Section 11 below at least twenty-one (21) days prior to the closing date of such Merger or Consolidation and, in any event, shall not affect the legality or validity of any provide such actionnotice in accordance with Section 11 below at least fifteen (15) days prior to such closing date.

Notices of Record Date. In case: : (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any 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 transfer of all or substantially all of the assets of the Company, or or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to Registered the Warrant Holder a notice specifying, as the case may be, : (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, 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 upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.