Common use of Notices of Record Date Clause in Contracts

Notices of Record Date. In case: 17.1. the Company shall take a record of the holders of its Warrant Shares (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital of the Company, or any 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 17.3. of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten (10) days prior to the date therein specified.

Notices of Record Date. In case: 17.1. 18.1 the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 18.2 of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's ’s stock are to receive stock, securities or property of another corporation; or 17.3. 18.3 of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. 18.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such The Company shall use all reasonable efforts to ensure such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In case: 17.1. case (a) the Company shall take takes a record of the holders of its Warrant Shares (or other stock or securities at the time receivable upon the exercise of this Warrant), Common Stock for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities or to receive securities; (b) of any other right; or 17.2. 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, any capital reorganization of the Company, any reclassification of the share capital of the Company, or any 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 17.3. or (c) of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicable, the Company will mail or cause to be mailed to the Registered each Holder of this a Warrant at the time outstanding 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 date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, liquidation or winding-up, redemption or conversion up is to take place, and the time, if any is to be fixed, as of which the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such other stock or securities as at the time are receivable upon the exercise or conversion of this the Warrant), shall ) will be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, 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. Such notice shall be delivered mailed at least ten (10) days prior to the date therein specifiedspecified therein.

Notices of Record Date. In case: 17.1. 16.1 the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 16.2 of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any 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 17.3. 16.3 of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. 16.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten twenty (1020) days prior to the date therein specified.

Notices of Record Date. In casethe event: 17.1. the Company 8.1 INCA shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrantthese Warrants), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 8.2 of any consolidation or merger of the Company INCA with or into another corporation, any capital reorganization of the CompanyINCA, any reclassification of the share capital stock of the CompanyINCA, or any conveyance of all or substantially all of the assets of the Company INCA to another corporation in which holders of the Company's INCA’s stock are to receive stock, securities or property of another corporation; or 17.3. 8.3 of any voluntary dissolution, liquidation or winding-up of the CompanyINCA; or 17.4. 8.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, the Company INCA will mail or cause to be mailed to the Registered 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, or (iib) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrantthese Warrants), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such INCA shall use all reasonable efforts to ensure such notice shall be delivered at least ten (10) 5 days prior to the date therein specified.

Notices of Record Date. In case: 17.1. the Company 8.1 EGPI shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 8.2 of any consolidation or merger of the Company EGPI with or into another corporation, any capital reorganization of the CompanyEGPI, any reclassification of the share capital stock of the CompanyEGPI, or any conveyance of all or substantially all of the assets of the Company EGPI to another corporation in which holders of the CompanyEGPI's stock are to receive stock, securities or property of another corporation; or 17.3. 8.3 of any voluntary dissolution, liquidation or winding-up of the CompanyEGPI; or 17.4. 8.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, the Company EGPI will mail or cause to be mailed to the Registered 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, or (iib) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such EGPI shall use all reasonable efforts to ensure such notice shall be delivered at least ten (10) 15 days prior to the date therein specified.

Notices of Record Date. In case: 17.1. Upon (a) any establishment by the Company shall take of a record date of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, or any right or option to subscribe for or purchase any shares acquire securities of stock of any class the Company, or any other securities right, or to receive (b) any other right; or 17.2. of any capital reorganization, reclassification, recapitalization, merger or consolidation or merger of the Company with or into another corporationany other Person, any capital reorganization transfer of all or substantially all the Company, any reclassification of the share capital assets of the Company, or any conveyance of all voluntary 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 17.3. of any voluntary involuntary dissolution, liquidation or winding-winding up of the Company; or 17.4. , or the sale, in a single transaction, of a majority of the Company’s voting stock (whether newly issued, or from treasury, or previously issued and then outstanding, or any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicablecombination thereof), the Company will shall mail or cause to be mailed to the Registered Holder of this Warrant at least ten (10) Business Days, or such longer period as may be required by law, prior to the record date specified therein and at least ten (10) Business Days prior to the date specified in clause (ii) or (iii) hereof, a notice specifying, as the case may be, specifying (i) the date on which a established as the record is to be taken date for the purpose of such dividend, distribution distribution, option or right and a description of such dividend, distribution, option or right, or (ii) the date on which any such reorganization, reclassification, transfer, consolidation, merger, conveyance, dissolution, liquidation, winding-liquidation or winding up, redemption or conversion sale is expected to take place, become effective and (iii) the timedate, if any is any, fixed as to be fixed, as of which when the holders of record of Warrant Shares, Ordinary Shares or (such stock or securities as at the time are receivable upon the exercise of this Warrant), Common Stock shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares (or such other stock or securities), Common Stock for securities or other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice Subject to the other limitations on exercise contained in this Warrant, nothing in this Section 4 shall be delivered at least prohibit the Holder from exercising this Warrant during the ten (10) days prior to Business Day period commencing on the date therein specifiedof such notice.

Notices of Record Date. In case: 17.1. case (a) the Company shall take takes a record of Warrant Holders of the holders of its Warrant Shares (or other stock or securities at the time receivable upon the exercise of this Warrant), Common Stock for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities or to receive securities; (b) of any other right; or 17.2. 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, any capital reorganization of the Company, any reclassification of the share capital of the Company, or any 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 17.3. or (c) of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicable, the Company will mail or cause to be mailed to the Registered Warrant Holder of this a Warrant at the time outstanding 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 date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, liquidation or winding-up, redemption or conversion up is to take place, and the time, if any is to be fixed, as of which the holders Warrant Holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such other stock or securities as at the time are receivable upon the exercise or conversion of this the Warrant), shall ) will be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, 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. Such notice shall be delivered mailed at least ten (10) days prior to the date therein specifiedspecified therein.

Notices of Record Date. In case: 17.1. the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital Capital Stock of the Company, or any 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 17.3. of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In case: 17.1. case the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities or to receive any other right; orpurpose: 17.2. (a) of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's ’s stock are to receive stock, securities or property of another corporation; or 17.3. (b) of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. (c) of any redemption or conversion of all any outstanding Ordinary Shares or Warrant Sharescapital stock of the Company; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to the date of the proposed action therein specified.

Notices of Record Date. In casethe event of: 17.1. (a) any taking by the Company shall take of a record of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for for, purchase or purchase otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or 17.2. (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital of the Company, other Person or any 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 corporationother Fundamental Change; or 17.3. of (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or, 17.4. (d) any proposed issue or grant by the Company of any redemption shares of stock of any class or conversion any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of all outstanding Ordinary Shares stock of any class or Warrant Sharesany other securities (other than any issuance or grant to which Section 7.3 hereof does not apply); then, and in each such case, if applicableevent, the Company will mail or cause to be mailed to the Registered Holder 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, liquidation or winding-up, redemption or conversion up is anticipated to take place, and the time, if any is to be fixed, as of which the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), Other Securities) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), Other Securities) for securities or other property deliverable upon on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-upup and (iii) the amount and character of any such stock or other such securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be delivered mailed at least ten thirty (1030) days prior to the date therein specifiedspecified in such notice on which any such action is to be taken.

Notices of Record Date. In case: 17.1. 14.1 the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 14.2 of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's ’s stock are to receive stock, securities or property of another corporation; or 17.3. 14.3 of any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or 17.4. 14.4 of any redemption or conversion of all any outstanding Ordinary Shares or Warrant Sharescapital stock of the Company; then, and in each such case, if applicable, 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 the amount and character of any such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In case: 17.1. case (i) the Company shall take takes a record of the holders of its Warrant Shares Stock (or other stock or securities at the time receivable upon the exercise of this the Warrant), ) for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or any purchase any shares of stock of any class or any other securities securities; or to receive (ii) of any other right; or 17.2. capital reorganization of the Company, any reclassification of the common stock of the Company, any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Companyincluding, without limitation, any reclassification of the share capital of the CompanyMerger or Consolidation, or any 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 17.3. or (iii) of any voluntary dissolution, liquidation or winding-up of on the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicable, the . The Company will mail or cause to be mailed to the Registered each Holder of this 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 date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, liquidation or winding-up, redemption or conversion up is to take place, and the time, if any is to be fixed, fixed as of which the holders of record of Warrant Shares, Ordinary Shares Stock (or (such other stock or securities as at the time are receivable upon the exercise of this the Warrant), shall ) will be entitled to exchange their shares of Warrant Shares, Ordinary Shares Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, 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 delivered mailed at least ten (10) days prior to the date therein specifiedspecified therein; provided, however, that in the event of a Merger or Consolidation the Company shall use its best efforts to 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 provide such notice in accordance with Section 11 below at least fifteen (15) days prior to such closing date.

Notices of Record Date. In casethe event: 17.1. the Company 6.1 SUUB shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrantthese Warrants), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 6.2 of any consolidation or merger of the Company SUUB with or into another corporation, any capital reorganization of the CompanySUUB, any reclassification of the share capital stock of the CompanySUUB, or any conveyance of all or substantially all of the assets of the Company SUUB to another corporation in which holders of the Company's SUUB’s stock are to receive stock, securities or property of another corporation; or 17.3. 6.3 of any voluntary dissolution, liquidation or winding-up of the CompanySUUB; or 17.4. 6.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, the Company SUUB will mail or cause to be mailed to the Registered 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, or (iib) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrantthese Warrants), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such SUUB shall use all reasonable efforts to ensure such notice shall be delivered at least ten (10) 15 days prior to the date therein specified.

Notices of Record Date. In case: 17.116.1. the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.216.2. of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital Capital Stock of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's ’s stock are to receive stock, securities or property of another corporation; or 17.316.3. of any voluntary dissolution, liquidation or winding-up of the Company; or 17.416.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In case: 17.1. case the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose purpose: (a) of entitling them to receive any dividend or other distribution, or 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 17.2. (b) of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's ’s stock are to receive stock, securities or property of another corporation; or 17.3. (c) of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. (d) of any redemption or conversion of all any outstanding Ordinary Shares or Warrant Sharescapital stock of the Company; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to the date of the proposed action therein specified.

Notices of Record Date. In case: 17.1. case the Company shall take a record of the holders of its Warrant Shares Class B Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. or of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's ’s stock are to receive stock, securities or property of another corporation; or 17.3. or of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption or conversion up is to take place, and the time, if any is to be fixed, as of which the holders of record of Warrant Shares, Ordinary Shares Class B Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Class B Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten fifteen (1015) days prior to the date therein specified.

Notices of Record Date. In case: 17.1. the Company 8.1 EGPI shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 8.2 of any consolidation or merger of the Company EGPI with or into another corporation, any capital reorganization of the CompanyEGPI, any reclassification of the share capital stock of the CompanyEGPI, or any conveyance of all or substantially all of the assets of the Company EGPI to another corporation in which holders of the Company's EGPI’s stock are to receive stock, securities or property of another corporation; or 17.3. 8.3 of any voluntary dissolution, liquidation or winding-up of the CompanyEGPI; or 17.4. 8.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, the Company EGPI will mail or cause to be mailed to the Registered 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, or (iib) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, XXXXXX XXXXXX OR NOMINEE EGPI FIRECREEK, INC. consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such EGPI shall use all reasonable efforts to ensure such notice shall be delivered at least ten (10) 15 days prior to the date therein specified.

Notices of Record Date. In casethe event: 17.1. the Company 8.1 BioMetrx shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrantthese Warrants), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 8.2 of any consolidation or merger of the Company BioMetrx with or into another corporation, any capital reorganization of the CompanyBioMetrx, any reclassification of the share capital stock of the CompanyBioMetrx, or any conveyance of all or substantially all of the assets of the Company BioMetrx to another corporation in which holders of the Company's BioMetrx’s stock are to receive stock, securities or property of another corporation; or 17.3. 8.3 of any voluntary dissolution, liquidation or winding-up of the CompanyBioMetrx; or 17.4. 8.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, the Company BioMetrx will mail or cause to be mailed to the Registered 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, or (iib) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrantthese Warrants), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such BioMetrx shall use all reasonable efforts to ensure such notice shall be delivered at least ten (10) 5 days prior to the date therein specified.

Notices of Record Date. In case: 17.1. 17.1 the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 17.2 of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's ’s stock are to receive stock, securities or property of another corporation; or 17.3. 17.3 of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. 17.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such The Company shall use all reasonable efforts to ensure such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In case: 17.1. (a) the Company shall take a record of the holders of its Warrant Shares (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. (b) of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's ’s stock are to receive stock, securities or property of another corporation; or 17.3. (c) of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. (d) of any redemption or conversion of all outstanding Ordinary Shares (or Warrant Sharesother stock or securities at the time receivable upon the exercise of this Warrant); then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten seven (107) days prior to the date therein specified.

Notices of Record Date. In casethe event: 17.1. the 8.1 The Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrantthese Warrants), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 8.2 of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company XNOM to another corporation in which holders of the Company's ’s stock are to receive stock, securities or property of another corporation; or 17.3. 8.3 of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. 8.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, the Company will mail or cause to be mailed to the Registered 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, or (iib) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrantthese Warrants), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such The Company shall use all reasonable efforts to ensure such notice shall be delivered at least ten (10) 15 days prior to the date therein specified.

Notices of Record Date. In case: 17.1. 17.1 the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this WarrantAdditional Investment Right), for the purpose of entitling them to receive any dividend or other distributiondistribution of cash, securities or other property, or 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 17.2. 17.2 of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital Capital Stock of the Company, or any 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 corporationcorporation or any other Fundamental Transaction; or 17.3. 17.3 of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. 17.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, the Company will mail or cause to be mailed to the Registered Holder of this Warrant Additional Investment Right 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption redemption, conversion or conversion other Fundamental Transaction is to take place, and the time, if any is to be fixed, as of which the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), Additional Investment Right) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten twenty (1020) days prior to the applicable record or effective date on which a person or entity would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in order to insure that the Holder is given the practical opportunity to exercise this Additional Investment Right prior to such time so as to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein specifiedshall not affect the validity of the corporate action required to be described in such notice.

Notices of Record Date. In case:the event of: ---------------------- 17.1. (1) any taking by the Company shall take of a record of the holders of its Warrant Shares Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), Other Securities) for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for for, purchase or purchase otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or 17.2. (2) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital of the Company, or any conveyance of all or substantially all of the assets of other Person (other than a merger with a subsidiary in which the Company to another corporation in which holders of is the Company's stock are to receive stock, securities or property of another corporationsurvivor); or 17.3. of (3) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicableevent, the Company will mail or cause to be mailed to the Registered Holder 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, liquidation or winding-up, redemption or conversion up is anticipated to take place, and the time, if any is to be fixed, as of which the holders of record of Warrant Shares, Ordinary Shares Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), Other Securities) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Stock (or such other stock or securities), Other Securities) for securities or other property deliverable upon on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be delivered mailed at least ten twenty (1020) days prior to the date therein specifiedspecified in such notice on which any such action is to be taken.

Notices of Record Date. In casethe event: 17.1. (a) the Company shall take a record of the holders of its Warrant Ordinary Shares (or other stock shares or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. (b) of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital shares of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's stock ’s shares are to receive stockshares, securities or property of another corporation; or 17.3. (c) of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. (d) of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicable, 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, or (ii) the date on which a record is to be taken for a vote on such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption or conversion is to take placeredemption, and the time, if any is to be fixed, as of which the holders of record of Warrant Ordinary Shares, Ordinary Shares or (such stock shares or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares (or such other stock shares or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten twenty (1020) days prior to the date therein specified.

Notices of Record Date. In casethe event: 17.1. (a) the Company shall take a record of the holders of its Warrant Series E Preferred Shares or Ordinary Shares (or other stock shares or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. (b) of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital shares of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's stock ’s shares are to receive stockshares, securities or property of another corporation; or 17.3. (c) of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. (d) of any redemption or conversion of all outstanding Ordinary Shares or Warrant Series E Preferred Shares; then, and in each such case, if applicable, 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, or (ii) the date on which a record is to be taken for a vote on such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption or conversion is to take placeconversion, and the time, if any is to be fixed, as of which the holders of record of Warrant Shares, Series E Preferred Shares or Ordinary Shares or (such stock shares or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Series E Preferred Shares, Ordinary Shares (or such other stock shares or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten twenty (1020) days prior to the date therein specified.

Notices of Record Date. In casethe event of: 17.1. (a) any taking by the Company shall take of a record of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for for, purchase or purchase otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; , or 17.2. of any consolidation or merger of the Company with or into another corporation, (b) any capital reorganization of the Company, any reclassification or recapitalization of the share capital stock of the Company, any merger of the Company, or any conveyance transfer 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 stockany other corporation, securities or property of another corporation; any other entity or person, or 17.3. of (c) any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, then and in each such case, if applicable, event the Company will shall mail or cause to be mailed to the Registered Holder each holder of this Warrant Preferred Stock 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 a description of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, consolidationrecapitalization, transfer, merger, conveyance, dissolution, liquidation, winding-up, redemption liquidation or conversion winding up is expected to take place, become effective and (iii) the time, if any any, that is to be fixed, as of which to when the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), other securities) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidationrecapitalization, transfer, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be delivered mailed at least ten (10) business days prior to the date therein specifiedspecified in such notice on which such action is to be taken. EXHIBIT B SHAREHOLDERS' AGREEMENT AGREEMENT, made as of the 25th day of June, 1996, by and among Let's Talk Cellular of America, Inc., a Florida corporation (the "Company"), those persons listed on the signature page hereto under Current Shareholders (the "Current Shareholders") and the person listed on the signature page hereto under Investor (together with its permitted transferees, the "Investor" and, with the Current Shareholders, the "Shareholders").

Notices of Record Date. In case: 17.1. 17.1 the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrantthe Option), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 17.2 of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's ’s stock are to receive stock, securities or property of another corporation; or 17.3. 17.3 of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. 17.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, the Company will mail or cause to be mailed to the Registered Holder of this Warrant Optionee 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, or (iib) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrantthe Option), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such The Company shall use all reasonable efforts to ensure such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In case:: ---------------------- 17.1. (a) the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. (b) of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital Capital Stock of the Company, or any 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 17.3. (c) of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. (d) of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, the Company will mail or cause to be mailed to the Registered Holder 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In casecase at any time: 17.1. (i) the Company shall take a record of declare any dividend upon its Preferred Stock or Common Stock payable in cash or stock or make any other distribution to the holders of its Warrant Shares Preferred Stock or its Common Stock; (or other stock or securities at ii) the time receivable upon Company shall offer for subscription pro rata to the exercise holders of this Warrant), for the purpose of entitling them to receive its Preferred Stock any dividend or other distribution, or any right to subscribe for or purchase any additional shares of stock of any class class, or other rights; (iii) there shall be any other securities capital reorganization or to receive any other right; or 17.2. reclassification of any the capital stock of the Company, or a consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital of the Companyinto, or any conveyance a sale of all or substantially all of the its assets of the Company to another corporation in which holders of the Company's stock are to receive stock, securities entity or property of another corporationentities; or 17.3. of any (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicableany one or more of said cases, the Company will mail or cause to be mailed to the Registered Holder shall give notice as provided in Section 11(f) hereunder as follows: (A) at least 30 days’ prior written notice of this Warrant a notice specifying, as the case may be, (i) 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, subscription rights or (ii) the date on which for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation, winding-liquidation or winding up, redemption and (B) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or conversion is to winding up, at least 30 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 Warrant Shares, Ordinary Shares or (such preferred stock or securities as at Common Stock shall be entitled thereto, and such notice in accordance with the time are receivable upon foregoing clause (B) shall also specify the exercise date on which the holders of this Warrant), preferred stock or Common Stock shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares (or such other preferred stock or securities), Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-winding up. Such notice shall be delivered at least ten (10) days prior to , as the date therein specifiedcase may be.

Notices of Record Date. In case: 17.1. the Company shall take event of (1) any taking by the Corporation of a record of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distributiondistribution (other than cash dividends out of earned surplus), or any right to subscribe for for, purchase or purchase otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or 17.2. , or (2) any capital reorganization of the Corporation, any reclassification or recapitalization of the capital stock of the Corporation or any transfer of all or substantially all the assets of the Corporation to or consolidation or merger of the Company Corporation with or into another any other corporation, any capital reorganization of the Company, any reclassification of the share capital of the Company, or any 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 17.3. of (3) any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; thenCorporation, then and in each such case, if applicable, event the Company Corporation will mail or cause to be mailed give notice to the Registered Holder 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 date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, liquidation or winding-up, redemption or conversion up is to take place, and the time, if any is to be fixed, as of which the holders of record of Warrant Shares, Ordinary Shares or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall Common Stock will be entitled to exchange their shares of Warrant Shares, Ordinary Shares (or such other stock or securities), Common Stock for securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered given at least ten (10) 20 days and not more than 90 days prior to the date therein specified, and such notice shall state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act of 1933, as amended (the "Securities Act") or to a favorable vote of stockholders, if either is required.

Notices of Record Date. In After the Initial Exercise Date, in case: 17.1. 8.5.1 the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), ) for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 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 share capital stock of the Company, or any 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 17.3. 8.5.3 of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. 8.5.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to before the date therein specifiedconsummation of the applicable event.

Notices of Record Date. In casethe event of: 17.1. (a) any taking by the Company shall take of a record of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distributiondistribution (including, without limitation, any distribution that may arise as a result of a spin-off, split-up, reclassification, recapitalization, combination of shares or similar corporate restructuring), or any right to subscribe for for, purchase or purchase otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or; 17.2. (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital of the Company, or any 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; orother Person; 17.3. of (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or 17.4. (d) any proposed issuance or grant by the Company of any redemption shares of stock of any class or conversion any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of all outstanding Ordinary Shares stock of any class or Warrant Shares; any other securities (other than the issuance of Common Stock on the exercise of this Warrant), then, and in each such case, if applicableevent, the Company will mail or cause to be mailed to the Registered Holder 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, liquidation or winding-up, redemption or conversion up is to take place, place and the time, if any is any, to be fixed, as of which the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), Other Securities) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), Other Securities) for securities or other property deliverable upon on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-upup and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be delivered mailed at least ten twenty (1020) days prior to the date therein specifiedspecified in such notice on which any such action is to be taken.

Notices of Record Date. In case: 17.114.1. the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. of right whether in connection with any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any 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 corporationcorporation or otherwise; or 17.314.2. the number of shares of Common Stock (or other stock or securities at the time receivable upon exercise of this Warrant) to be issued upon exercise of this Warrant is adjusted in any manner whatsoever that results in a 10% or greater change in such number of shares;; or 14.3. of any voluntary dissolution, liquidation or winding-up of the Company; or 17.414.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, the Company will shall mail or cause to be mailed to the Registered 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, or (iib) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up, and in each case setting forth the adjustment to the Common Stock to be effected pursuant to such action. Such notice shall be delivered at least ten twenty-one (1021) days prior to the date therein specified.

Notices of Record Date. In case: 17.1. Upon (a) any establishment by the Company shall take of a record date of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, or any right or option to subscribe for or purchase any shares acquire securities of stock of any class the Company, or any other securities right, (b) any capital reorganization, reclassification, recapitalization, merger or to receive any other right; or 17.2. of any consolidation or merger of the Company with or into another any other corporation, any capital reorganization transfer of all or substantially all the Company, any reclassification of the share capital assets of the Company, or any 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 17.3. of (c) any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; , then, and in each such case, if applicable, the Company will shall 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 established as the record is to be taken date for the purpose of such dividend, distribution distribution, option or right and a description of such dividend, distribution, option or right, or (ii) the date on which any such reorganization, reclassification, recapitalization, consolidation, merger, conveyancetransfer, dissolution, liquidation, winding-up, redemption liquidation or conversion winding up is expected to take place, become effective and the timedate, if any is to be fixed, as of which to when the holders of record of Warrant Shares, Ordinary Shares or Common Stock (such stock or of other securities as at the that time are receivable upon the exercise of this the Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-winding up. Such notice shall be delivered mailed at least ten (10) 10 days prior to the date therein specified, or such longer period as may be required by law.

Notices of Record Date. In case: 17.1. 16.1 the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 16.2 of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital Capital Stock of the Company, or any 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 17.3. 16.3 of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. 16.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten twenty (1020) days prior to the date therein specified.

Notices of Record Date. In casethe event of: 17.1. (a) any taking by the Company shall take of a record of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for for, purchase or purchase otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right; , or 17.2. of any consolidation or merger of the Company with or into another corporation, (b) any capital reorganization of the Company, any reclassification or recapitalization of the share capital stock of the Company, any merger or consolidation of the Company, or any conveyance transfer of all or substantially all of the assets of the Company to another corporation in which holders of the any other Company's stock are to receive stock, securities or property of another corporation; any other entity or person, or 17.3. of (c) any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, then and in each such case, if applicable, event the Company will shall mail or cause to be mailed to the Registered Holder 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 a description of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption liquidation or conversion winding up is expected to take placebecome effective, and (iii) the time, if any any, that is to be fixed, as of which to when the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), other securities) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be delivered sent by a nationally recognized overnight courier, hand delivery or facsimile at least ten twenty (1020) days prior to the date therein specified.specified in such notice on which such action is to be taken. WITNESS the signature of the proper officer of the Company as of the date first above written. FIRST MORTGAGE NETWORK, INC. By /s/ Xxxx Xxxxxx -------------------------------- Xxxx Xxxxxx Chairman ATTEST: /s/ Xxxxx Xxxxxxxx ------------------------ Secretary Exhibit A [FORM OF ASSIGNMENT] (To be executed by the registered holder if such holder desires to transfer the Warrant) FOR VALUE RECEIVED, _____________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ the accompanying Warrant, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________ attorney, to transfer the accompanying Warrant on the books of the Company of such Warrant, with full power of substitution. Dated: __________________, ______. [HOLDER OF WARRANT] By -------------------------------- NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the accompanying Warrant or any prior assignment thereof in every particular, without alteration or enlargement or any change whatsoever. [FORM OF ELECTION TO PURCHASE] (To be executed by the registered holder if such holder desires to exercise the Warrant) To FIRST MORTGAGE NETWORK, INC. The undersigned hereby irrevocably elects to exercise the accompanying Warrant to purchase ______ shares of Common Stock issuable upon the exercise of such Warrant and requests that certificates for such shares be issued in the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- (Please insert social security number or other identifying number) If such number of shares of Common Stock shall not be all the shares of Common Stock purchasable upon the exercise of the accompanying Warrant, a new Warrant for the balance of such remaining shares of Common Stock shall be registered in the name of and delivered to: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- (Please insert social security number or other identifying number) Dated: _______________, _______. [HOLDER OF WARRANT] By ---------------------------------

Notices of Record Date. In casecase at any time: 17.1. (i) the Company shall take a record of declare any dividend upon its Preferred Stock or Common Stock payable in cash or stock or make any other distribution to the holders of its Warrant Shares Preferred Stock or its Common Stock; (or other stock or securities at ii) the time receivable upon Company shall offer for subscription pro rata to the exercise holders of this Warrant), for the purpose of entitling them to receive its Preferred Stock any dividend or other distribution, or any right to subscribe for or purchase any additional shares of stock of any class class, or other rights; (iii) there shall be any other securities capital reorganization or to receive any other right; or 17.2. reclassification of any the capital stock of the Company, or a consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital of the Companyinto, or any conveyance a sale of all or substantially all of the its assets of the Company to another corporation in which holders of the Company's stock are to receive stock, securities entity or property of another corporationentities; or 17.3. of any (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicableany one or more of said cases, the Company will mail shall give, by first class mail, postage prepaid, or cause to be mailed by telex or telecopier, addressed to the Registered Holder holder of this Warrant a notice specifying, at the address of such holder as shown on the case may bebooks of the Corporation, (iA) at least 30 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, subscription rights or (ii) the date on which for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation, winding-liquidation or winding up, redemption and (B) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or conversion is to winding up, at least 20 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 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 Warrant Shares, Ordinary Shares Preferred Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), Common Stock shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares (Preferred Stock or such other stock or securities), Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-winding up. Such notice shall be delivered at least ten (10) days prior to , as the date therein specifiedcase may be.

Notices of Record Date. In case: 17.1. (a) the Company shall take a record of the holders of its Warrant Shares (or other stock or securities at the time receivable upon the exercise of this Warrant), Common Stock for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. (b) of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any 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 17.3. (c) of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. (d) of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, the Company will mail or cause to be mailed to the Registered Holder 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares or (such stock or securities as at the time are receivable upon the exercise of this Warrant), Common Stock shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares (or such other stock or securities)Common Stock, for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten seven (107) days prior to the date therein specified. ACKNOWLEDGED AND AGREED: RAPTOR NETWORKS TECHNOLOGY, INC. /s/ Xxxxxxx XxXxxx By: /s/ Xxx xxx Xxxxx ---------------------------- -------------------------------- Xxxxxxx XxXxxx Name: Xxx xxx Xxxxx Title: CFO 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 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 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 Name:______________________________ Title:_____________________________ Date:______________________________ SCHEDULE 1 ---------- INVESTMENT REPRESENTATION STATEMENT Purchaser: _______________________________________________ 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 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 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. 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 less than one year after the 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 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 a 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.

Notices of Record Date. In casethe event of: 17.1. (a) any taking by the Company shall take of a record of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for for, purchase or purchase otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; , or 17.2. of any consolidation or merger of the Company with or into another corporation, (b) any capital reorganization of the Company, any reclassification or recapitalization of the share capital stock of the Company, any merger of the Company, or any conveyance transfer 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 stockany other corporation, securities or property of another corporation; any other entity or person, or 17.3. of (c) any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, Then and in each such case, if applicable, event the Company will shall mail or cause to be mailed to the Registered Holder each holder of this Warrant Series A Preferred Stock 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 a description of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, consolidationrecapitalization, transfer, merger, conveyance, dissolution, liquidation, winding-up, redemption liquidation or conversion winding up is expected to take place, become effective and (iii) the time, if any any, that is to be fixed, as of which to when the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), other securities) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidationrecapitalization, transfer, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be delivered mailed at least ten (10) business days prior to the date therein specifiedspecified in such notice on which such action is to be taken. Signed on __________________, 1998. /s/ Xxxx Xxxx ______________________________________ Xxxx Xxxx, President EXHIBIT 4.2 THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES MAY NOT BE OFFERED OR SOLD OR TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT WHICH, EXCEPT IN THE CASE OF AN EXEMPTION PURSUANT TO RULE 144 UNDER SAID ACT, IS CONFIRMED IN A LEGAL OPINION SATISFACTORY TO THE COMPANY. STOCK PURCHASE WARRANT To Purchase _____ Shares of Common Stock of nSTOR TECHNOLOGIES, INC. THIS CERTIFIES that, for value received, _________ (the "Investor"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time after the date hereof and on or prior to April 15, 2001 (the "Termination Date") but not thereafter, to subscribe for and purchase from nSTOR TECHNOLOGIES, INC., a Delaware corporation (the "Company"), ____________________ (_________) shares of Common Stock (the "Warrant Shares"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be One Dollar and 50/100 ($1.50). The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. This Warrant is being issued in connection with the 8% Convertible Preferred Stock Series A Subscription Agreement dated on or about April 14, 1998, in the amount of Three Million Five Hundred Thousand ($3,500,000) Dollars (the "Agreement") between the Company and Investor and certain other investors and is subject to its terms. In the event of any conflict between the terms of this Warrant and the Agreement, the Agreement shall control.

Notices of Record Date. In case: 17.1. : the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. or of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's ’s stock are to receive stock, securities or property of another corporation; or 17.3. or of any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or 17.4. or of any redemption or conversion of all any outstanding Ordinary Shares or Warrant Sharescapital stock of the Company; then, and in each such case, if applicable, 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 the amount and character of any such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In case: 17.114.1. the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. of right whether in connection with any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any 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 corporationcorporation or otherwise; or 17.314.2. the number of shares of Common Stock (or other stock or securities at the time receivable upon exercise of this Warrant) to be issued upon exercise of this Warrant is adjusted in any manner whatsoever that results in a 10% or greater change in such number of shares; or 14.3. of any voluntary dissolution, liquidation or winding-up of the Company; or 17.414.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, the Company will shall mail or cause to be mailed to the Registered 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, or (iib) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up, and in each case setting forth the adjustment to the Common Stock to be effective pursuant to such action. Such notice shall be delivered at least ten twenty-one (1021) days prior to the date therein specified.

Notices of Record Date. In case:the event of 17.1. (a) any taking by the Company shall take of a record of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for for, purchase or purchase otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; , or 17.2. (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into another corporationany other person, any capital reorganization of the Company, any reclassification of the share capital of the Company, or any 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 17.3. of (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company; , or 17.4. (d) any proposed issue or grant by the Company of any redemption shares of any class or conversion any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of all outstanding Ordinary Shares stock of any class or Warrant Shares; thenany other securities, then and in each such case, if applicable, event the Company will mail or cause to be mailed to the Registered Holder of this Warrant holder hereof 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, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, liquidation or winding-up, redemption or conversion up is to take place, and the time, if any is to be fixed, as of which the holders of record of Warrant Shares, Ordinary Shares Stock (or (such any shares of stock or other securities as at the time are receivable issuable upon the exercise or redemption of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares (or such other stock or securities), for securities or other property deliverable upon on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten , and (10iii) days prior the amount and character of any stock or other securities, or rights or options with respect Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. thereto, proposed to be issued or granted, the date therein specifiedof such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made.

Notices of Record Date. In case: 17.1. (a) the Company shall take a record of the holders of its Warrant Shares (or other stock or securities at the time receivable upon the exercise of this Warrant), Common Stock for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. or of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any 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 17.3. (b) of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. (c) of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; Common Stock. then, and in each such case, if applicable, the Company will mail or cause to be mailed to the Registered Holder 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares or (such stock or securities as at the time are receivable upon the exercise of this Warrant), Common Stock shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares (or such other stock or securities)Common Stock, for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten seven (107) days prior to the date therein specified.. Date of Grant: September 28, 2002 ACKNOWLEDGED AND AGREED: PRO-DEX, INC. ______________________________ _______________________________ Signature Xxxxxxx Xxxxxxx Xxxxxx Xxxx CEO/President

Notices of Record Date. In case: 17.1. the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any 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 17.3. of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares Common Stock or Warrant SharesCommon Stock; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In case: 17.1. 15.1 the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 15.2 of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's ’s stock are to receive stock, securities or property of another corporation; or 17.3. 15.3 of any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or 17.4. 15.4 of any redemption or conversion of all any outstanding Ordinary Shares or Warrant Sharescapital stock of the Company; then, and in each such case, if applicable, 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 the amount and character of any such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In case: 17.119.1. the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.219.2. of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's ’s stock are to receive stock, securities or property of another corporation; or 17.319.3. of any voluntary dissolution, liquidation or winding-up of the Company; or; 17.419.4. of any redemption of any outstanding capital stock of the Company; or 19.5. of any registration of the Company’s Common Stock under applicable securities laws or conversion of all outstanding Ordinary Shares or Warrant Sharesthe filing of a registration statement relating thereto; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In case: 17.1. (a) the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), ) for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. (b) of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's stock Common Stock are to receive stock, securities or property of another corporation; or 17.3. (c) of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. (d) of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten (10) five days prior to the date therein specified.

Notices of Record Date. In casethe event: 17.1. (a) the Company shall take a record of the holders of its Warrant Series E Preferred Shares or Series D Preferred Shares or Ordinary Shares (or other stock shares or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. (b) of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital shares of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's stock ’s shares are to receive stockshares, securities or property of another corporation; or 17.3. (c) of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. (d) of any redemption or conversion of all outstanding Ordinary Shares or Warrant Series E Preferred Shares or Series D Preferred Shares; then, and in each such case, if applicable, 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, or (ii) the date on which a record is to be taken for a vote on such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption or conversion is to take placeconversion, and the time, if any is to be fixed, as of which the holders of record of Warrant Series E Preferred Shares, or Series D Preferred Shares, or Ordinary Shares or (such stock shares or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Series E Preferred Shares, Series D Preferred Shares, Ordinary Shares (or such other stock shares or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten twenty (1020) days prior to the date therein specified.

Notices of Record Date. In case:: ---------------------- 17.114.1. the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.214.2. of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital Capital Stock of the Company, or any 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 17.314.3. of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In case:the event of: ---------------------- 17.1. the Company shall take (a) any taking by Insmed of a record of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend (other than a cash dividend payable out of earned surplus of Insmed) or other distribution, or any right or warrants to subscribe for for, purchase or purchase otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or 17.2. of any consolidation or merger of the Company with or into another corporation, (b) any capital reorganization of the CompanyInsmed, any reclassification or recapitalization of the share capital stock of the Company, Insmed or any conveyance transfer of all or substantially all of the assets of the Company Insmed to another corporation in which holders or consolidation or merger of the Company's stock are to receive stock, securities Insmed with or property of another corporationinto any other person; or 17.3. of (c) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; thenInsmed, then and in each such case, if applicable, the Company event Insmed will mail or cause to be mailed to the Registered Holder each holder of this 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, right or warrant or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, right or warrant are to be determined, and (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, liquidation or winding-up, redemption or conversion up is to take place, and the time, if any is to be fixedany, as of which the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), other securities) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered mailed as promptly as practicable, but in any event at least ten (10) 20 days prior to the date therein specified.

Notices of Record Date. In case: 17.1. the Company 8.1 EGPI shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 8.2 of any consolidation or merger of the Company EGPI with or into another corporation, any capital reorganization of the CompanyEGPI, any reclassification of the share capital stock of the CompanyEGPI, or any conveyance of all or substantially all of the assets of the Company EGPI to another corporation in which holders of the Company's EGPI’s stock are to receive stock, securities or property of another corporation; or 17.3. 8.3 of any voluntary dissolution, liquidation or winding-up of the CompanyEGPI; or 17.4. 8.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, the Company EGPI will mail or cause to be mailed to the Registered 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, or (iib) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such EGPI shall use all reasonable efforts to ensure such notice shall be delivered at least ten (10) 15 days prior to the date therein specified.

Notices of Record Date. In case: 17.115.1. the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.215.2. of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any 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 17.315.3. of any voluntary dissolution, liquidation or winding-up of the Company; or 17.415.4. of any redemption or conversion of all any outstanding Ordinary Shares or Warrant Sharescapital stock of the Company; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In If at any time Holdxx xxxuld not have representatives elected to and serving on the Supervisory Board of Directors of the Company, then in case: 17.118.1. the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.218.2. of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital Capital Stock of the Company, or any 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 17.318.3. of any voluntary dissolution, liquidation or winding-up of the Company; or 17.418.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten (10) days prior to the date therein specified.

Notices of Record Date. In casethe event of: 17.1. A. any taking by the Company shall take Corporation of a record of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for for, purchase or purchase otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; , or 17.2. of B. any consolidation or merger of the Company with or into another corporation, any capital reorganization of the CompanyCorporation, any reclassification or recapitalization of the share capital stock of the CompanyCorporation, any reorganization, merger or consolidation or similar transaction involving the Corporation, or any conveyance transfer of all or substantially all of the assets of the Company Corporation to another corporation in which holders of the Company's stock are to receive stockany other corporation, securities or property of another corporation; any other entity or person, or 17.3. of C. any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; thenCorporation, then and in each such case, if applicable, event the Company will Corporation shall mail or cause to be mailed to the Registered Holder each holder of this Warrant Series C Preferred Stock a notice specifying, as the case may be, specifying (i1) the date on which a any such record is to be taken for the purpose of such dividend, distribution or right and a description of such dividend, distribution or right, or (ii2) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption liquidation or conversion winding up is expected to take placebecome effective, and (3) the time, if any any, that is to be fixed, as of which to when the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), other securities) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be delivered mailed at least ten thirty (1030) days prior to the date therein specifiedspecified in such notice on which such action is to be taken. THIRD, that the foregoing amendment to the Articles was duly approved by the Board as of [_________], 2018 and, pursuant to Section 21-2,154, shareholder approval was not required. FOURTH, that the undersigned officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters are true in all material respects and that this statement is made under the penalties of perjury.

Notices of Record Date. In caseIf and in the event that: 17.1. (i) the Company Borrower shall take set a record of the holders of its Warrant Shares (or other stock or securities at the time receivable upon the exercise of this Warrant), date for the purpose of entitling them the holders of shares of Common Stock to receive a dividend, or any dividend or other distribution, or any right payable otherwise than in cash; (ii) the Borrower shall set a record date for the purpose of entitling the holders of shares of Common Stock to subscribe for or purchase any shares of stock of any class or any other securities or to receive any other right; orrights; 17.2. (iii) there shall occur any capital reorganization of any the Borrower, reclassification of the shares of capital stock of the Borrower (other than a subdivision or combination of its outstanding shares of Common Stock), consolidation or merger of the Company Borrower with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital of the Company, or any conveyance sale 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 corporationBorrower; or 17.3. of any (iv) there shall occur a voluntary or involuntary dissolution, liquidation liquidation, or winding-winding up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesBorrower; then, and in each any such case, if applicable, the Company will mail or Borrower shall cause to be mailed to the Registered Holder holder of record of this Warrant Note, at least thirty (30) days prior to the dates hereinafter specified, a notice specifying, stating the date: (A) which has been set 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 rightdistribution, or rights; or (iiB) the date on which such reclassification, reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation, winding-up, redemption liquidation or conversion winding up is to take place, place and the time, if any is to be fixed, record date as of which the holders holder of record of Warrant Shares, Ordinary Shares or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares (or such other stock or securities), exercise the Conversion Right for securities or other property deliverable upon such reclassification, reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-winding up. Such notice shall be delivered at least ten (10) days prior to the date therein specified.

Notices of Record Date. In case: 17.1. 34.1 the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 34.2 of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any 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 17.3. 34.3 of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. 34.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten twenty (1020) days prior to the date therein specified.

Notices of Record Date. In case: 17.1. the Company (a) Rackspace shall take a record of the holders of its Warrant Shares (or other stock or securities at the time receivable upon the exercise of this Warrant)securities, for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. (b) of any consolidation or merger of the Company Rackspace with or into another corporation, any capital reorganization of the CompanyRackspace, any reclassification of the share capital stock of the CompanyRackspace, or any conveyance of all or substantially all of the assets of the Company Rackspace to another corporation in which holders of the CompanyRackspace's stock are to receive stock, securities or property of another corporation; or 17.3. (c) of any voluntary dissolution, liquidation or winding-up of the CompanyRackspace; or 17.4. (d) of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; thensecurities. Then, and in each such case, if applicable, the Company Rackspace will mail or cause to be mailed to the Registered Holder 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Rackspace's shares or units (or such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares or units (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten seven (107) days prior to the date therein specified. RACKSPACE, LTD. By: Macroweb, LC, its general partner By: /s/ Xxxxxx X. Xxxxxx -------------------------------- Xxxxxx Xxxxxx, CEO ACKNOWLEDGED AND AGREED: SEQUOIA CAPITAL FRANCHISE PARTNERS /s/ illegible ---------------------------------- Signature Sequoia Capital Franchise Partners ---------------------------------- Name of Holder EXHIBIT A NOTICE OF EXERCISE To: RACKSPACE, LTD. 1. The undersigned hereby elects to purchase units or shares of ________________ of RACKSPACE, LTD. 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 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 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 SCHEDULE 1 INVESTMENT REPRESENTATION STATEMENT Purchaser: ----------------------------------- Rackspace: RACKSPACE, LTD. ("Rackspace")

Notices of Record Date. In case: 17.120.1. the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.220.2. of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital Capital Stock of the Company, or any 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 17.320.3. of any voluntary dissolution, liquidation or winding-up of the Company; or 17.420.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In case: 17.1. 16.1 the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 16.2 of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital Capital Stock of the Company, or any 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 17.3. 16.3 of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. 16.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, 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, right or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten twenty (1020) days prior to the date therein specified.

Notices of Record Date. In case: 17.116.1. the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.216.2. of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital Capital Stock of the Company, or any 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 17.316.3. of any voluntary dissolution, liquidation or winding-up windingup of the Company; or 17.416.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-upwindingup, 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 Shares, Ordinary Shares Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-upwindingup. Such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In case: 17.1. Upon (a) any establishment by the Company shall take of a record date of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, or any right or option to subscribe for or purchase any shares acquire securities of stock of any class the Company, or any other securities right, or to receive (b) any other right; or 17.2. of any capital reorganization, reclassification, recapitalization, merger or consolidation or merger of the Company with or into another corporationany other Person, any capital reorganization transfer of all or substantially all the Company, any reclassification of the share capital assets of the Company, or any conveyance of all voluntary 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 17.3. of any voluntary involuntary dissolution, liquidation or winding-winding up of the Company; or 17.4. , or the sale, in a single transaction, of a majority of the Company’s voting stock (whether newly issued, or from treasury, or previously issued and then outstanding, or any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicablecombination thereof), the Company will shall mail or cause to be mailed to the Registered Holder of this Warrant at least ten (10) business days, or such longer period as may be required by law, prior to the record date specified therein and at least ten (10) business days prior to the date specified in clause (ii) or (iii) hereof, a notice specifying, as the case may be, specifying (i) the date on which a established as the record is to be taken date for the purpose of such dividend, distribution distribution, option or right and a description of such dividend, distribution, option or right, or (ii) the date on which any such reorganization, reclassification, transfer, consolidation, merger, conveyance, dissolution, liquidation, winding-liquidation or winding up, redemption or conversion sale is expected to take place, become effective and (iii) the timedate, if any is any, fixed as to be fixed, as of which when the holders of record of Warrant Shares, Ordinary Shares or (such stock or securities as at the time are receivable upon the exercise of this Warrant), Common Stock shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares (or such other stock or securities), Common Stock for securities or other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice Nothing herein shall be delivered at least prohibit the Holder from exercising this Warrant during the ten (10) days prior to business day period commencing on the date therein specifiedof such notice.

Notices of Record Date. In case: 17.1. 18.1 the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 18.2 of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's stock ’s Common Stock are to receive stock, securities or property of another corporation; or 17.3. 18.3 of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. 18.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, the Company will mail or cause to be mailed to the Registered 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, ; or (iib) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such The Company shall use all reasonable efforts to ensure such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In caseIf at any time: 17.1. (a) the Company shall take a record of the holders of its Warrant Shares (or other stock or securities at the time receivable upon the exercise of this Warrant), Common Stock for the purpose of entitling them to receive any a dividend or other distribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right; orright (other than with [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. respect to any equity or equity equivalent security issued pursuant to a rights plan adopted by the Company’s Board of Directors); 17.2. of any consolidation or merger of the Company with or into another corporation, (b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the share capital stock of the Company or any consolidation or merger of the Company, or any conveyance sale, transfer or other disposition of all or substantially all of the property, 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 17.3. of any voluntary dissolution, liquidation or winding-up business of the Company; or 17.4. (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of any redemption or conversion of all outstanding Ordinary Shares or Warrant Sharesthe Company; then, and in each any one or more of such case, if applicablecases, 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 vote in respect of any such reorganization, reclassification, recapitalization, consolidation, merger, sale, transfer, disposition, dissolution, liquidation or winding up of the Registered Holder of this Warrant a 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, or (ii) and the amount and character thereof, and the then current estimated date on which such for the closing of the transaction contemplated by any proposed reorganization, reclassification, recapitalization, consolidation, merger, conveyancesale, dissolutiontransfer, liquidation, winding-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 Shares, Ordinary Shares or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancedisposition, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten (10) days prior to winding up of the date therein specifiedCompany.

Notices of Record Date. In case: 17.1. the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), ) for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. of any consolidation or merger of the Company with or into another corporation, any capital reorganization of or the Company, any reclassification of the share capital Capital Stock of the Company, or any 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 17.3. of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In case: 17.116.1. the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.216.2. of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any 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 17.316.3. of any voluntary dissolution, liquidation or winding-up of the Company; or 17.416.4. of any redemption or conversion of all any outstanding Ordinary Shares or Warrant Sharescapital stock of the Company; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In casethe event of: 17.1. (a) any taking by the Company shall take of a record of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for for, purchase or purchase otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right; , or 17.2. of any consolidation or merger of the Company with or into another corporation, (b) any capital reorganization of the Company, any reclassification or recapitalization of the share capital stock of the Company, any merger or consolidation of the Company, or any conveyance transfer of all or substantially all of the assets of the Company to another corporation in which holders of the any other Company's stock are to receive stock, securities or property of another corporation; any other entity or person, or 17.3. of (c) any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, then and in each such case, if applicable, event the Company will shall mail or cause to be mailed to the Registered Holder 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 a description of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption liquidation or conversion winding up is expected to take placebecome effective, and (iii) the time, if any any, that is to be fixed, as of which to when the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), other securities) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be delivered sent by a nationally recognized overnight courier, hand delivery or facsimile at least ten twenty (1020) days prior to the date therein specified.specified in such notice on which such action is to be taken. WITNESS the signature of the proper officer of the Company as of the date first above written. TELEBANC FINANCIAL CORPORATION By______________________________________ Name: Title: ATTEST: [Assistant] Secretary Exhibit A [FORM OF ASSIGNMENT] (To be executed by the registered holder if such holder desires to transfer the Warrant) FOR VALUE RECEIVED, _______________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ the accompanying Warrant, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint attorney, to transfer the accompanying Warrant on the books of the Company of such Warrant, with full power of substitution. Dated: _____________________, ______________. [HOLDER OF WARRANT]

Notices of Record Date. In case: 17.1. the event of (a) any taking by the Company shall take of a record of the holders Holders of its Warrant Shares (or other stock any class or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the Holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for for, purchase or purchase otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or 17.2. , or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital of the Companyother person, or any 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 17.3. of (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, then and in each such case, if applicable, event the Company will mail or cause to be mailed to the Registered 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, and (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, liquidation or winding-up, redemption or conversion up is to take place, and the time, if any is to be fixedany, as of which the holders Holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), Other Securities) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), Other Securities) for securities or other property deliverable upon on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered mailed at least ten (10) 20 days prior to the date therein specifiedspecified in such notice on which any action is to be taken. -4- 6. Reservation of Stock Issuable on Exercise of Warrant. The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of this Warrant, all shares of Common Stock (or Other Securities) from time to time issuable on the exercise of this Warrant.

Notices of Record Date. In case: 17.1. the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital Capital Stock of the Company, or any 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 17.3. of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In case: 17.1. i. the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2ii. of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any 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 17.3iii. of any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or 17.4iv. of any redemption or conversion of all any outstanding Ordinary Shares or Warrant Sharescapital stock of the Company; then, and in each such case, if applicable, 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 the amount and character of any such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to the date therein specified.

Notices of Record Date. In case: 17.1. (a) the Company shall take a record of the holders of its Warrant Shares (or other stock or securities at the time receivable upon the exercise of this Warrant), Common Stock for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. or of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any 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 17.3. (b) of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. (c) of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; Common Stock. then, and in each such case, if applicable, the Company will mail or cause to be mailed to the Registered Holder 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares or (such stock or securities as at the time are receivable upon the exercise of this Warrant), Common Stock shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares (or such other stock or securities)Common Stock, for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten seven (107) days prior to the date therein specified.. Date of Grant: October 2, 2002 PRO-DEX, INC. ACKNOWLEDGED AND AGREED: By: ______________________________ Name: Signature Title: Xxxxxx Xxxxx

Notices of Record Date. In case: 17.1. the Company (a) Rackspace shall take a record of the holders of its Warrant Shares (or other stock or securities at the time receivable upon the exercise of this Warrant)securities, for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. (b) of any consolidation or merger of the Company Rackspace with or into another corporation, any capital reorganization of the CompanyRackspace, any reclassification of the share capital stock of the CompanyRackspace, or any conveyance of all or substantially all of the assets of the Company Rackspace to another corporation in which holders of the CompanyRackspace's stock are to receive stock, securities or property of another corporation; or 17.3. (c) of any voluntary dissolution, liquidation or winding-up of the CompanyRackspace; or 17.4. (d) of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; thensecurities. Then, and in each such case, if applicable, the Company Rackspace will mail or cause to be mailed to the Registered Holder 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Rackspace's shares or units (or such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares or units (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten seven (107) days prior to the date therein specified. RACKSPACE, LTD. By: Macroweb, LC, its general partner By: /s/ Xxxxxx Xxxxxx -------------------------------- Xxxxxx Xxxxxx, CEO ACKNOWLEDGED AND AGREED: SEQUOIA CAPITAL FRANCHISE FUND /s/ illegible ------------------------------- Signature Sequoia Capital Franchise Fund ------------------------------- Name of Holder EXHIBIT A NOTICE OF EXERCISE To: RACKSPACE, LTD. 1. The undersigned hereby elects to purchase units or shares of ________________ of RACKSPACE, LTD. 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 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 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 SCHEDULE 1 INVESTMENT REPRESENTATION STATEMENT Purchaser: ----------------------------------- Rackspace: RACKSPACE, LTD. ("Rackspace")

Notices of Record Date. In case: 17.1. 17.1 the Company shall take a record of the holders of its Warrant Common Shares (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 17.2 of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital Capital Stock of the Company, or any 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 17.3. 17.3 of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. 17.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant Common Shares; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Common Shares or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Common Shares (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten (10) days prior to the date therein specified; provided, however, that at any time a principal, partner, member or employee of the Registered Holder or its affiliates is then serving as a director of the Company, then no such notice shall be required.

Notices of Record Date. In casethe event of: 17.1. (a) any taking by the Company shall take of a record of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for for, purchase or purchase otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right; , or 17.2. of any consolidation or merger of the Company with or into another corporation, (b) any capital reorganization of the Company, any reclassification or recapitalization of the share capital stock of the Company, any merger or consolidation of the Company, or any conveyance transfer of all or substantially all of the assets of the Company to another corporation in which holders of the any other Company's stock are to receive stock, securities or property of another corporation; any other entity or person, or 17.3. of (c) any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, then and in each such case, if applicable, event the Company will shall mail or cause to be mailed to the Registered Holder 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 a description of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption liquidation or conversion winding up is expected to take placebecome effective, and (iii) the time, if any any, that is to be fixed, as of which to when the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), other securities) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be delivered sent by a nationally recognized overnight courier, hand delivery or facsimile at least ten twenty (1020) days prior to the date therein specified.specified in such notice on which such action is to be taken. WITNESS the signature of the proper officer of the Company as of the date first above written. XXXXXXXX.XXX, INC. By ____________________________ Name: Title: ATTEST: ___________________________ Secretary Exhibit A [FORM OF ASSIGNMENT] (To be executed by the registered holder if such holder desires to transfer the Warrant) FOR VALUE RECEIVED,_____________________________ hereby sells, assigns and transfers unto ________________________________________________________________________________ the accompanying Warrant, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint attorney, to transfer the accompanying Warrant on the books of the Company of such Warrant, with full power of substitution. Dated:________________________,________. [HOLDER OF WARRANT] By ____________________________

Notices of Record Date. In case: 17.1. the event of (i) any taking by the Company shall take of a record of the holders of its Warrant Shares (any class or other stock or series of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, distribution or (ii) any right to subscribe for reclassification or purchase any shares of stock of any class or any other securities or to receive any other right; or 17.2. of any consolidation or merger recapitalization of the Company with or into another corporation, any capital reorganization stock of the Company, any reclassification of the share capital merger or consolidation of the Company, or any conveyance transfer 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 stockany other corporation, securities entity or property of another corporation; or 17.3. of person, or any voluntary or involuntary dissolution, liquidation or winding-winding up of the affairs of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicable, the Company will shall mail or cause to be mailed to the Registered Holder of this Warrant at least twenty (20) days prior to the record date specified therein (the "Notice Period"), 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 dividenddividend or distribution and a description of such dividend or distribution, distribution or right, or (iiB) the date on which any such reorganization, reclassification, transfer, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption liquidation or conversion winding up is expected to take placebecome effective, and (C) the time, if any is to be fixed, as of which to when the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), other securities) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice During the Notice Period, the Holder shall be delivered at least ten (10) days prior have the exercise rights provided elsewhere in this Warrant Certificate. In addition, the Company shall mail to the Holder advance notice of any determination by the Company to register any shares of Common Stock (not including the shares of Common Stock purchasable upon the exercise of this Warrant or the other warrants, if any, issued on the date therein specifiedhereof) promptly upon the making of such determination by the Company.

Notices of Record Date. In caseIf at any time: 17.1. (a) the Company shall take a record of the holders of its Warrant Shares (or other stock or securities at the time receivable upon the exercise of this Warrant), Company Common Stock for the purpose of entitling them to receive any a dividend or other distribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right; or 17.2. of right (other than with respect to any consolidation equity or merger of equity equivalent security issued pursuant to a rights plan adopted by the Company with or into another corporation, Board); (b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the share capital stock of the Company or any consolidation or merger of the Company, or any conveyance sale, transfer or other disposition of all or substantially all of the property, 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 17.3. of any voluntary dissolution, liquidation or winding-up business of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicable, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (ic) the date on which a record is to be taken for the purpose of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares or (such stock or securities as at the time are receivable upon the exercise of this Warrant), there shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares (a voluntary or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, involuntary dissolution, liquidation or winding-up. Such notice winding up of the Company; then, in any one or more of such cases, the Company shall be delivered use commercially reasonable efforts to give to the Holder, provided that such action is available and permitted under applicable securities laws, at least ten (10) days prior written notice of the record date for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, recapitalization, consolidation, merger, sale, transfer, disposition, dissolution, liquidation or winding up of the Company. Any notice provided hereunder shall specify the date on which the holders of Company Common Stock shall Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. be entitled to any such dividend, distribution or right, and the amount and character thereof, and the then current estimated date therein specifiedfor the closing of the transaction contemplated by any proposed reorganization, reclassification, recapitalization, consolidation, merger, sale, transfer, disposition, dissolution, liquidation or winding up of the Company.

Notices of Record Date. In caseIf and in the event that: 17.1. (i) the Company Maker shall take set a record of the holders of its Warrant Shares (or other stock or securities at the time receivable upon the exercise of this Warrant), date for the purpose of entitling them the holders of shares of Common Stock to receive a dividend, or any dividend or other distribution, or any right payable otherwise than in cash; (ii) the Maker shall set a record date for the purpose of entitling the holders of shares of Common Stock to subscribe for or purchase any shares of stock of any class or any other securities or to receive any other right; orrights; 17.2. (iii) there shall occur any capital reorganization of any the Maker, reclassification of the shares of capital stock of the Maker (other than a subdivision or combination of its outstanding shares of Common Stock), consolidation or merger of the Company Maker with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital of the Company, or any conveyance sale 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 corporationMaker; or 17.3. of any (iv) there shall occur a voluntary or involuntary dissolution, liquidation liquidation, or winding-winding up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesMaker; then, and in each any such case, if applicable, the Company will mail or Maker shall cause to be mailed to the Registered Holder holder of record of this Warrant Note, at least thirty (30) days prior to the dates hereinafter specified, a notice specifying, stating the date: (A) which has been set 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 rightdistribution, or rights; or (iiB) the date on which such reclassification, reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation, winding-up, redemption liquidation or conversion winding up is to take place, place and the time, if any is to be fixed, record date as of which the holders holder of record of Warrant Shares, Ordinary Shares or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares (or such other stock or securities), this Note for securities or other property deliverable upon such reclassification, reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-winding up. Such notice shall be delivered at least ten (10) days prior to the date therein specified.

Notices of Record Date. In casethe event of: 17.1. (a) any taking by the Company shall take of a record of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for for, purchase or purchase otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right; , or 17.2. of any consolidation or merger of the Company with or into another corporation, (b) any capital reorganization of the Company, any reclassification or recapitalization of the share capital stock of the Company, any merger or consolidation of the Company, or any conveyance transfer of all or substantially all of the assets of the Company to another corporation in which holders of the any other Company's stock are to receive stock, securities or property of another corporation; any other entity or person, or 17.3. of (c) any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, then and in each such case, if applicable, event the Company will shall mail or cause to be mailed to the Registered Holder 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 a description of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption liquidation or conversion winding up is expected to take placebecome effective, and (iii) the time, if any any, that is to be fixed, as of which to when the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), other securities) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be delivered sent by a nationally recognized overnight courier, hand delivery or facsimile at least ten twenty (1020) days prior to the date therein specified.specified in such notice on which such action is to be taken. WITNESS the signature of the proper officer of the Company as of the date first above written. XXXXXXXX.XXX, INC. By _________________________________ Name: Title: ATTEST: ___________________ Secretary Exhibit A [FORM OF ASSIGNMENT] (To be executed by the registered holder if such holder desires to transfer the Warrant) FOR VALUE RECEIVED,________________________________hereby sells, assigns and transfers unto ________________________________________________________________________________ the accompanying Warrant, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint attorney, to transfer the accompanying Warrant on the books of the Company of such Warrant, with full power of substitution. Dated:__________________,___________. [HOLDER OF WARRANT] By______________________________

Notices of Record Date. In case: 17.1. case (a) the Company shall take takes a record of the holders Holder of its Warrant Shares (or other stock or securities at the time receivable upon the exercise of this Warrant), Common Stock for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities or to receive securities; (b) of any other right; or 17.2. 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, any capital reorganization of the Company, any reclassification of the share capital of the Company, or any 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 17.3. or (c) of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicable, the Company will mail or cause to be mailed to the Registered each Holder of this a Warrant at the time outstanding 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 date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, liquidation or winding-up, redemption or conversion up is to take place, and the time, if any is to be fixed, as of which the holders Holder of record of Warrant Shares, Ordinary Shares Common Stock (or (such other stock or securities as at the time are receivable upon the exercise or conversion of this the Warrant), shall ) will be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, 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 the Company. Such notice shall be delivered mailed at least ten (10) days prior to the date therein specifiedspecified therein.

Notices of Record Date. In casethe event of: 17.1. (a) any taking by the Company shall take of a record of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for for, purchase or purchase otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right; , or 17.2. of any consolidation or merger of the Company with or into another corporation, (b) any capital reorganization of the Company, any reclassification or recapitalization of the share capital stock of the Company, any merger or consolidation of the Company, or any conveyance transfer of all or substantially all of the assets of the Company to another corporation in which holders of the any other Company's stock are to receive stock, securities or property of another corporation; any other entity or person, or 17.3. of (c) any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, then and in each such case, if applicable, event the Company will shall mail or cause to be mailed to the Registered Holder 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 a description of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption liquidation or conversion winding up is expected to take placebecome effective, and (iii) the time, if any any, that is to be fixed, as of which to when the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), other securities) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be delivered sent by a nationally recognized overnight courier, hand delivery or facsimile at least ten twenty (1020) days prior to the date therein specified.specified in such notice on which such action is to be taken. WITNESS the signature of the proper officer of the Company as of the date first above written. XXXXXXXX.XXX, INC. By ________________________ Name: Title: ATTEST: ______________________ Secretary Exhibit A [FORM OF ASSIGNMENT] (To be executed by the registered holder if such holder desires to transfer the Warrant) FOR VALUE RECEIVED,_____________________________ hereby sells, assigns and transfers unto ________________________________________________________________________________ the accompanying Warrant, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint______________________________ attorney, to transfer the accompanying Warrant on the books of the Company of such Warrant, with full power of substitution. Dated: ______________,______. TCV II, V.O.F.

Notices of Record Date. In case: 17.1. case (a) the Company shall take takes a record of the holders of its Warrant Shares (or other stock or securities at the time receivable upon the exercise of this Warrant), Common Stock for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities or to receive securities; (b) of any other right; or 17.2. 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, any capital reorganization of the Company, any reclassification of the share capital of the Company, or any 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 17.3. or (c) of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicable, the Company will mail or cause to be mailed to the Registered each Holder of this a Warrant at the time outstanding 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 date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, liquidation or winding-up, redemption or conversion up is to take place, and the time, if any is to be fixed, as of which the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such other stock or securities as at the time are receivable upon the exercise of this the Warrant), shall ) will be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, 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. Such notice shall be delivered mailed at least ten (10) days prior to the date therein specifiedspecified therein.

Notices of Record Date. In casethe event: 17.1. the Company 8.1 MRKL shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrantthese Warrants), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 8.2 of any consolidation or merger of the Company MRKL with or into another corporation, any capital reorganization of the CompanyMRKL, any reclassification of the share capital stock of the CompanyMRKL, or any conveyance of all or substantially all of the assets of the Company MRKL to another corporation in which holders of the CompanyMRKL's stock are to receive stock, securities or property of another corporation; or 17.3. 8.3 of any voluntary dissolution, liquidation or winding-up of the CompanyMRKL; or 17.4. 8.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, the Company MRKL will mail or cause to be mailed to the Registered 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, or (iib) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrantthese Warrants), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such MRKL shall use all reasonable efforts to ensure such notice shall be delivered at least ten (10) 15 days prior to the date therein specified.

Notices of Record Date. In case: 17.1. the Company 8.1 UF&E shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 8.2 of any consolidation or merger of the Company UF&E with or into another corporation, any capital reorganization of the CompanyUF&E, any reclassification of the share capital stock of the CompanyUF&E, or any conveyance of all or substantially all of the assets of the Company UF&E to another corporation in which holders of the Company's UF&E stock are to receive stock, securities or property of another corporation; or 17.3. 8.3 of any voluntary dissolution, liquidation or winding-up of the CompanyUF&E; or 17.4. 8.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, the Company UF&E will mail or cause to be mailed to the Registered Holder a copy of this Warrant a the notice with respect to the foregoing received by it from UF&E 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, or (iib) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such UF&E shall use all reasonable efforts to ensure such notice shall be delivered at least ten (10) 15 days prior to the date therein specified.

Notices of Record Date. In After the Initial Exercise Date, in case: 17.1. 8.5.1 the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), ) for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 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 share capital stock of the Company, or any 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 17.3. 8.5.3 of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. 8.5.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable 8 - STOCK PURCHASE WARRANT PDX/112816/141153/DLH/1398228.1 upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to before the date therein specifiedconsummation of the applicable event.

Notices of Record Date. In case:the event of 17.1. (a) any taking by the Company shall take of a record of the holders of its Warrant Shares (or other stock or any class of securities at of the time receivable upon the exercise of this Warrant), Company for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, distribution or any right to subscribe for for, purchase, or purchase otherwise acquire any shares of stock of any class of the Company, or any other securities or property, or to receive any other right; or 17.2. of any consolidation or merger of the Company with or into another corporation, (b) any capital reorganization of the Company, any reclassification or recapitalization of the share capital stock of the Company, or any conveyance Change 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 corporationControl; or 17.3. of (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or 17.4. (d) any proposed issue or grant by the Company of any redemption shares of stock of any class or conversion any other securities of all outstanding Ordinary Shares the Company, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities of the Company (other than (i) the issue of Common Stock (or Other Securities) on the exercise of this Warrant, (ii) stock options to purchase shares of Common Stock which may be granted to employees of the Company or the issuance of such shares pursuant to the exercise of such options, and (iii) any shares issued in transactions to which Sections 3.1, 3.2, 3.4 or 3.5 of this Warrant Sharesapplies); then, then and in each such case, if applicable, event the Company will mail or cause to be mailed to the Registered 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, (ii) the date on which any such reorganization, reclassification, consolidationrecapitalization, merger, conveyanceChange of Control, dissolution, liquidation, liquidation or winding-up, redemption or conversion up is to take place, and the time, if any is to be fixed, as of which the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), Other Securities) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), Other Securities) for securities or other property deliverable upon such reorganization, reclassification, consolidationrecapitalization, merger, conveyance, dissolutionChange of Control, liquidation or winding-up, and (iii) the amount and character of any stock of any class or other securities of the Company, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be delivered mailed at least ten (10) days prior to the date therein specified.

Notices of Record Date. In case: 17.1. 54.1 the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 54.2 of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any 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 17.3. 54.3 of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. 54.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten twenty (1020) days prior to the date therein specified.

Notices of Record Date. In case: 17.1. case (a) the Company shall take takes a record of the holders Purchasers of its Warrant Shares (or other stock or securities at the time receivable upon the exercise of this Warrant), Common Stock for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities or to receive securities; (b) of any other right; or 17.2. 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, any capital reorganization of the Company, any reclassification of the share capital of the Company, or any 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 17.3. or (c) of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicable, the Company will mail or cause to be mailed to each Purchaser of a Warrant at the Registered Holder of this Warrant time outstanding 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 date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, liquidation or winding-up, redemption or conversion up is to take place, and the time, if any is to be fixed, as of which the holders Purchasers of record of Warrant Shares, Ordinary Shares Common Stock (or (such other stock or securities as at the time are receivable upon the exercise or conversion of this the Warrant), shall ) will be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, 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. Such notice shall be delivered mailed at least ten (10) twenty days prior to the date therein specifiedspecified therein.

Notices of Record Date. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent as a stockholder for the election of directors or any other matter, or as having any right whatsoever as a stockholder of the Company, other than as set forth in Section __ of the Agency Agreement between EBC and the Company dated ________ __, 2000. In case: 17.1. (a) the Company shall take a record of the holders of its Warrant Shares Common Stock and Warrants (or and/or other stock or securities at the time receivable deliverable upon the exercise of this Warrant), Purchase 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 stock of any class or any other securities securities, or to receive any other right; , or 17.2. (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, any capital reorganization of corporation (other than a consolidation or merger in which the Company, any reclassification of Company is the share capital of the Companysurviving entity), or any conveyance transfer of all or substantially all of the assets of the Company to another corporation in which holders Company, or (c) of the Company's stock are to receive stock, securities voluntary or property of another corporation; or 17.3. of any voluntary involuntary dissolution, liquidation or winding-up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; , then, and in each such case, if applicable, the Company will mail deliver or cause to be mailed delivered 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, conveyancetransfer, dissolution, liquidation, liquidation or winding-up, redemption or conversion up is to take place, and the time, if any is to be fixed, as of which the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such other stock or securities as at the time are receivable deliverable upon the exercise of this Warrant), Purchase Option) shall be entitled to exchange their shares of Warrant SharesCommon Stock, Ordinary Shares Warrants and/or Extra Warrants, if any, (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be delivered mailed at least ten (10) days prior to the record date therein specifiedor 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: 17.1. the Company 8.1 GMTH shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrantthese Warrants), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 8.2 of any consolidation or merger of the Company GMTH with or into another corporation, any capital reorganization of the CompanyGMTH, any reclassification of the share capital stock of the CompanyGMTH, or any conveyance of all or substantially all of the assets of the Company GMTH to another corporation in which holders of the CompanyGMTH's stock are to receive stock, securities or property of another corporation; or 17.3. 8.3 of any voluntary dissolution, liquidation or winding-up of the CompanyGMTH; or 17.4. 8.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, the Company GMTH will mail or cause to be mailed to the Registered 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, or (iib) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrantthese Warrants), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such GMTH shall use all reasonable efforts to ensure such notice shall be delivered at least ten (10) 15 days prior to the date therein specified.

Notices of Record Date. In casethe event of: 17.1. (a) any taking by the Company shall take Corporation of a record of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for for, purchase or purchase otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right; , or 17.2. of any consolidation or merger of the Company with or into another corporation, (b) any capital reorganization of the CompanyCorporation, any reclassification or recapitalization of the share capital stock of the CompanyCorporation, any merger or consolidation of the Corporation, or any conveyance transfer of all or substantially all of the assets of the Company Corporation to another corporation in which holders of the Company's stock are to receive stockany other Corporation, securities or property of another corporation; any other entity or person, or 17.3. of (c) any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; thenCorporation, then and in each such case, if applicable, event the Company will Corporation shall mail or cause to be mailed to the Registered Holder each holder of this Warrant Preferred Stock 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 a description of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption liquidation or conversion winding up is expected to take placebecome effective, and (iii) the time, if any any, that is to be fixed, as of which to when the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), other securities) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be delivered mailed by first class mail, postage prepaid, at least ten (10) 20 days prior to the date specified in such notice on which such action is to be taken. EXHIBIT C [FORM OF WARRANT] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THAT ACT AND SUCH LAWS. IN ADDITION, THE TRANSFERABILITY OF THIS SECURITY IS SUBJECT TO THE PROVISIONS OF A $29,900,000 UNIT PURCHASE AGREEMENT AMONG THE ISSUER AND THE PURCHASERS OF THE ISSUER'S SECURITIES THEREUNDER, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER'S PRINCIPAL EXECUTIVE OFFICE AT 1111 N. HIGHLAND ST., ARXXXXXXX, XX 00000, XXXX: XXXXXXXXX. Xx. WR-1 [February ___], 1997 TELEBANC FINANCIAL CORPORATION COMMON STOCK PURCHASE WARRANT [ ] shares of Common Stock, $.01 par value per share, subject to adjustments as set forth herein. This Common Stock Purchase Warrant certifies that [ ] (the "Purchaser") or registered assigns, is entitled at any time on or after the date hereof and prior to 5:00 p.m. (New York, New York time) on the Expiration Date, to purchase from TeleBanc Financial Corporation (the "Company"), up to an aggregate of [ ] fully paid and nonassessable shares of Common Stock, $.01 par value, of the Company (the "Common Stock"), at a purchase price of $9.50 per share of Common Stock (the "Exercise Price"). The number of shares of Common Stock that may be purchased upon exercise of this Warrant set forth above, and the Exercise Price per share of Common Stock set forth above, are subject to adjustment as hereinafter provided. This Common Stock Purchase Warrant is issued pursuant to that certain $29,900,000 Unit Purchase Agreement, dated as of February 19, 1997, among the Company and certain Persons named therein specified(the "Purchase Agreement"), and it is subject to all of the terms, provisions and conditions thereof, which Purchase Agreement is hereby incorporated herein by reference and made a part hereof and to which Purchase Agreement reference is hereby made for a full description of the rights, obligations, duties and immunities of the Company and the holder of this Warrant. Capitalized terms used but not defined herein have the meanings assigned to them in the Purchase Agreement. Copies of the Purchase Agreement are on file at the office of the Company as set forth herein.

Notices of Record Date. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent as a stockholder for the election of directors or any other matter, or as having any right whatsoever as a stockholder of the Company. In case: 17.1. (a) the Company shall take a record of the holders of its Warrant Shares Preferred Stock (or and/or other stock or securities at the time receivable deliverable upon the exercise of this Warrant), Purchase 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 stock of any class or any other securities securities, or to receive any other right; , or 17.2. (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, any capital reorganization of corporation (other than a consolidation or merger in which the Company, any reclassification of Company is the share capital of the Companysurviving entity), or any conveyance transfer of all or substantially all of the assets of the Company to another corporation in which holders Company, or (c) of the Company's stock are to receive stock, securities voluntary or property of another corporation; or 17.3. of any voluntary involuntary dissolution, liquidation or winding-up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; , then, and in each such case, if applicable, the Company will mail deliver or cause to be mailed delivered to the Registered Holder of this Warrant Preferred Stock 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, conveyancetransfer, dissolution, liquidation, liquidation or winding-up, redemption or conversion up is to take place, and the time, if any is to be fixed, as of which the holders of record of Warrant Shares, Ordinary Shares Preferred Stock (or (such other stock or securities as at the time are receivable deliverable upon the exercise of this Warrant), Purchase Option) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares (or such other stock or securities), Preferred Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be delivered mailed at least ten (10) days (or such lesser number of days as may be practicable (but in no event less than five (5) business days) based on the date on which the Board of Directors acts to set such record date or transfer book closing) prior to the record date therein specifiedor 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: 17.1. If and when the Company shall take establish a record of date for the holders Holders of its Warrant Shares Stock (or such other stock or securities at the time receivable upon the exercise of this Warrant), the Warrants) for the purpose purpose: (a) of entitling them determining the Holders entitled to receive any dividend or other distribution, or 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 17.2. (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, any capital reorganization except for mergers into the Company of subsidiaries whose assets are less than ten percent (10%) of the Company, any reclassification total assets of the share capital of the CompanyCompany and its consolidated subsidiaries, or any 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 17.3. (c) of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicable, the Company will mail or cause to be mailed mailed, to the Registered each Holder of this a Warrant at the time outstanding a notice specifying, as the case may be, (i) the record date on which a record is established with respect to be taken for such dividend, distribution, voting or other right, and stating the purpose amount and character of such dividend, distribution distribution, voting or other right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, liquidation or winding-up, redemption or conversion up is to take place, and the time, if any is any, to be fixed, fixed as of which the holders Holders of record of Warrant Shares, Ordinary Shares Stock (or (such stock or other securities as at the time are receivable upon the exercise of this Warrant), the Warrants) shall be entitled to vote upon or exchange their shares of Warrant Shares, Ordinary Shares Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered mailed at least ten thirty (1030) days prior to the date dates therein specified. The rights to notice provided in this Section 6.6 are in addition to the rights provided elsewhere herein or in the Warrant Agreement.

Notices of Record Date. In case: 17.1. case (a) the Company shall take takes a record of the holders Purchasers of its Warrant Shares (or other stock or securities at the time receivable upon the exercise of this Warrant), Common Stock for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities or to receive securities; (b) of any other right; or 17.2. 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, any capital reorganization of the Company, any reclassification of the share capital of the Company, or any 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 17.3. or (c) of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicable, the Company will mail or cause to be mailed to each Purchaser of a Warrant at the Registered Holder of this Warrant time outstanding 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 date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, liquidation or winding-up, redemption or conversion up is to take place, and the time, if any is to be fixed, as of which the holders Purchasers of record of Warrant Shares, Ordinary Shares Common Stock (or (such other stock or securities as at the time are receivable upon the exercise or conversion of this the Warrant), shall ) will be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, 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. Such notice shall be delivered mailed at least ten (10) days prior to the date therein specifiedspecified therein.

Notices of Record Date. In case: 17.1. the Company (a) Rackspace shall take a record of the holders of its Warrant Shares (or other stock or securities at the time receivable upon the exercise of this Warrant)securities, for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. (b) of any consolidation or merger of the Company Rackspace with or into another corporation, any capital reorganization of the CompanyRackspace, any reclassification of the share capital stock of the CompanyRackspace, or any conveyance of all or substantially all of the assets of the Company Rackspace to another corporation in which holders of the CompanyRackspace's stock are to receive stock, securities or property of another corporation; or 17.3. (c) of any voluntary dissolution, liquidation or winding-up of the CompanyRackspace; or 17.4. (d) of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; thensecurities. Then, and in each such case, if applicable, the Company Rackspace will mail or cause to be mailed to the Registered Holder 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Rackspace's shares or units (or such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares or units (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten seven (107) days prior to the date therein specified. RACKSPACE, LTD. By: Macroweb, LC, its general partner By: /s/ Xxxxxx Xxxxxx ------------------------------------- Xxxxxx Xxxxxx, CEO ACKNOWLEDGED AND AGREED: /s/ Xxxxxx Xxxxx, Xx. --------------------------------- Signature Norwest Venture Partners --------------------------------- Name of Holder EXHIBIT A NOTICE OF EXERCISE To: RACKSPACE, LTD. 1. The undersigned hereby elects to purchase _________________ units or shares of ________________ of RACKSPACE, LTD. 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 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 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 Schedule 1 ---------- INVESTMENT REPRESENTATION STATEMENT Purchaser: -------------------------------- Rackspace: RACKSPACE, LTD. ("Rackspace")

Notices of Record Date. In case: 17.1. Upon (i) any taking by the Company shall take of a record of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any right to subscribe for Acquisition (as defined in Section 3) or purchase any shares of stock of any class or any other securities or to receive any other right; or 17.2. of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification or recapitalization of the share capital stock of the Company, or any conveyance of all Asset Transfer (as defined in Section 3), 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 17.3. of any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicable, the Company will shall mail or cause to be mailed each holder of Series A Preferred at least twenty (20) days prior to the Registered Holder record date specified therein (or such shorter period approved by the holders of this Warrant a majority of the outstanding Series A 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 dividenddividend or distribution and a description of such dividend or distribution, distribution or right, or (iiB) the date on which any such Acquisition, reorganization, reclassification, consolidation, merger, conveyanceAsset Transfer, dissolution, liquidation, winding-up, redemption liquidation or conversion 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 Warrant Shares, Ordinary Shares Series A Preferred (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), other securities) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Series A Preferred (or such other stock or securities), ) for securities or other property deliverable upon such Acquisition, reorganization, reclassification, consolidation, merger, conveyanceAsset Transfer, dissolution, liquidation or winding-winding up. Such notice shall be delivered at least ten (10) days prior to the date therein specified[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Notices of Record Date. In casethe event of: 17.1. (a) any taking by the Company shall take of a record of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for for, purchase or purchase otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right; , or 17.2. of any consolidation or merger of the Company with or into another corporation, (b) any capital reorganization of the Company, any reclassification or recapitalization of the share capital stock of the Company, any merger or consolidation of the Company, or any conveyance transfer of all or substantially all of the assets of the Company to another corporation in which holders of the any other Company's stock are to receive stock, securities or property of another corporation; any other entity or person, or 17.3. of (c) any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, then and in each such case, if applicable, event the Company will shall mail or cause to be mailed to the Registered Holder 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 a description of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption liquidation or conversion winding up is expected to take placebecome effective, and (iii) the time, if any any, that is to be fixed, as of which to when the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), other securities) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be delivered sent by a nationally recognized overnight courier, hand delivery or facsimile at least ten twenty (1020) days prior to the date therein specified.specified in such notice on which such action is to be taken. WITNESS the signature of the proper officer of the Company as of the date first above written. FIRST MORTGAGE NETWORK, INC. By /s/ Xxxxx Xxxxxx -------------------------------------------- Xxxxx Xxxxxx President ATTEST: -------------------------- Secretary Exhibit A [FORM OF ASSIGNMENT] (To be executed by the registered holder if such holder desires to transfer the Warrant) FOR VALUE RECEIVED, _________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ the accompanying Warrant, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________ attorney, to transfer the accompanying Warrant on the books of the Company of such Warrant, with full power of substitution. Dated:____________________, ________. [HOLDER OF WARRANT] By ______________________________

Notices of Record Date. In case: 17.1. case the Company shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose purpose: (a) of entitling them to receive any dividend or other distribution, or 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 17.2. (b) of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital stock of the Company, or any 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 17.3. (c) of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4. (d) of any redemption or conversion of all any outstanding Ordinary Shares or Warrant Sharescapital stock of the Company; then, and in each such case, if applicable, 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, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), ) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten thirty (1030) days prior to the date of the proposed action therein specified.

Notices of Record Date. In casecase at any time: 17.1. (i) the Company shall take a record of declare any dividend upon its Preferred Stock or Common Stock payable in cash or stock or make any other distribution to the holders of its Warrant Shares Preferred Stock or its Common Stock; (or other stock or securities at ii) the time receivable upon Company shall offer for subscription pro rata to the exercise holders of this Warrant), for the purpose of entitling them to receive its Preferred Stock any dividend or other distribution, or any right to subscribe for or purchase any additional shares of stock of any class class, or other rights; (iii) there shall be any other securities capital reorganization or to receive any other right; or 17.2. reclassification of any the capital stock of the Company, or a consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the share capital of the Companyinto, or any conveyance a sale of all or substantially all of the its assets of the Company to another corporation in which holders of the Company's stock are to receive stock, securities entity or property of another corporationentities; or 17.3. of any (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, and in each such case, if applicableany one or more of said cases, the Company will mail or cause to be mailed to the Registered Holder shall give notice as provided in Section 11(f) hereunder as follows: (a) at least 30 days’ prior written notice of this Warrant a notice specifying, as the case may be, (i) 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, subscription rights or (ii) the date on which for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation, winding-liquidation or winding up, redemption and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or conversion is to winding up, at least 30 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 Warrant Shares, Ordinary Shares or (such preferred stock or securities as at Common Stock shall be entitled thereto, and such notice in accordance with the time are receivable upon foregoing clause (b) shall also specify the exercise date on which the holders of this Warrant), preferred stock or Common Stock shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares (or such other preferred stock or securities), Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-winding up. Such notice shall be delivered at least ten (10) days prior to , as the date therein specifiedcase may be.

Notices of Record Date. In casethe event of any: 17.1. (a) taking by the Company shall take Corporation of a record of the holders of its Warrant Shares (or other stock or any class of securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for for, purchase, or purchase otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or 17.2. of any consolidation or merger of the Company with or into another corporation, any (b) capital reorganization of the CompanyCorporation, any reclassification or recapitalization of the share capital stock of the CompanyCorporation, any merger, consolidation, or share exchange of the Corporation, or any conveyance transfer of all or substantially all of the assets of the Company Corporation to another corporation in which holders of the Company's stock are to receive stockany other corporation, securities or property of another corporationany other entity or person; or 17.3. of any (c) voluntary or involuntary dissolution, liquidation liquidation, or winding-winding up of the CompanyCorporation; or 17.4. of any redemption or conversion of all outstanding Ordinary Shares or Warrant Shares; then, then and in each such case, if applicable, event the Company will Corporation shall mail or cause to be mailed to the Registered Holder each holder of this Warrant Preferred Stock a notice specifying, as the case may be, specifying (i) the record date on which for such dividend, distribution, or right and a record is to be taken for the purpose description of such dividend, distribution distribution, or right, or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyanceshare exchange, dissolution, liquidation, winding-up, redemption or conversion winding up is expected to take placebecome effective, and (iii) the time, if any any, that is to be fixed, fixed as of which to when the holders of record of Warrant Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrant), other securities) shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), ) for securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyanceshare exchange, dissolution, liquidation liquidation, or winding-winding up. Such notice shall be delivered mailed at least ten (10) days prior to the date therein specifiedspecified in such notice on which such action is to be taken. EXHIBIT C OFFICER'S CERTIFICATE The undersigned, Xxxxxx X. Xxxxxxxxx, the duly elected and authorized President of Xxxxxx Holdings, Ltd., a Pennsylvania corporation (the "Company"), does hereby certify pursuant to Section 4.2 of that certain Preferred Stock Purchase Agreement (the "Preferred Stock Agreement"), dated December _, 1997 among the Company and Sirrom Capital Corporation d/b/a Tandem Capital and Argosy Investment Partners, L.P., as follows: 1. The representations and warranties of the Company contained in the Preferred Stock Agreement were true and correct when made and are true and correct on the date hereof as if made on and as of the date hereof, except as such representations and warranties expressly relate to a specific date. 2. The Company has performed and complied with all covenants and agreements and conditions contained in the Preferred Stock Agreement required to be performed or complied with by it prior to or at the time of delivery hereof. 3. Since December___, 1997, no change has occurred in the condition, financial or otherwise, or prospects of the Company or any Subsidiary which, either individually or in the aggregate, would have a Materially Adverse Effect (as defined in the Preferred Stock Agreement). 4. On the date hereof, the Company consummated the acquisition of __________________, a ________________ corporation pursuant to the terms of that certain [Acquisition Agreement] dated December ___________ , 1997 between the Company and ______________________ . Capitalized terms used herein which are defined in the Preferred Stock Agreement will have the same meaning as provided therein.

Notices of Record Date. In casethe event: 17.1. the Company 8.1 CDK shall take a record of the holders of its Warrant Shares Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrantthese Warrants), for the purpose of entitling them to receive any dividend or other distribution, or 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 17.2. 8.2 of any consolidation or merger of the Company CDK with or into another corporation, any capital reorganization of the CompanyCDK, any reclassification of the share capital stock of the CompanyCDK, or any conveyance of all or substantially all of the assets of the Company CDK to another corporation in which holders of the CompanyCDK's stock are to receive stock, securities or property of another corporation; or 17.3. 8.3 of any voluntary dissolution, liquidation or winding-up of the CompanyCDK; or 17.4. 8.4 of any redemption or conversion of all outstanding Ordinary Shares or Warrant SharesCommon Stock; then, and in each such case, if applicable, the Company CDK will mail or cause to be mailed to the Registered 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, or (iib) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-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 Shares, Ordinary Shares Common Stock (or (such stock or securities as at the time are receivable upon the exercise of this Warrantthese Warrants), shall be entitled to exchange their shares of Warrant Shares, Ordinary Shares Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such CDK shall use all reasonable efforts to ensure such notice shall be delivered at least ten (10) 5 days prior to the date therein specified.